0001115222-14-000012.txt : 20140228 0001115222-14-000012.hdr.sgml : 20140228 20140228132832 ACCESSION NUMBER: 0001115222-14-000012 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 26 CONFORMED PERIOD OF REPORT: 20131231 FILED AS OF DATE: 20140228 DATE AS OF CHANGE: 20140228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP/NW CENTRAL INDEX KEY: 0001115222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 223725387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15967 FILM NUMBER: 14653442 BUSINESS ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9739215500 MAIL ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: NEW D&B CORP DATE OF NAME CHANGE: 20000523 10-K 1 a201310-k.htm 10-K 2013 10-K


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
___________________________________
Form 10-K 
__________________________________
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 2013
Commission file number 1-15967
__________________________________
The Dun & Bradstreet Corporation
(Exact name of registrant as specified in its charter) 
___________________________________
Delaware
22-3725387
(State of
incorporation)
(I.R.S. Employer
Identification No.)
 
 
103 JFK Parkway, Short Hills, NJ
07078
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (973) 921-5500
___________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name of each exchange on which registered
Common Stock, par value $0.01 per share
 
New York Stock Exchange
Preferred Share Purchase Rights
 
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None  
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes   x    No  o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes   o    No   x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x    No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
ý
Accelerated filer
o
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x
As of June 30, 2013, the aggregate market value of all shares of Common Stock of The Dun & Bradstreet Corporation outstanding and held by nonaffiliates* (based upon its closing transaction price on the New York Stock Exchange Composite Tape on June 30, 2013) was approximately $3.764 billion.
As of January 31, 2014, 37,598,063 shares of Common Stock of The Dun & Bradstreet Corporation were outstanding.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement for use in connection with its annual meeting of shareholders, scheduled to be held on May 7, 2014, are incorporated into Part III of this Form 10-K.
*    Calculated by excluding all shares held by executive officers and directors of the registrant. Such exclusions will not be deemed to be an admission that all such persons are “affiliates” of the registrant for purposes of federal securities laws.
 




INDEX
 
 
 
Page
 
 
 
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
 
 
 
 
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
 
 
 
 
 
Item 9.
Item 9A.
Item 9B.
 
 
 
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
 
 
 
 
 
 
Item 15.
 
 

2



PART I

Item 1.
Business
Overview
The Dun & Bradstreet Corporation (“D&B” or “we” or "us" or “our” or the “Company”) is the world's leading source of commercial data, analytics and insight on businesses, or “content.” Our global commercial database as of December 31, 2013 contained more than 230 million business records. We transform commercial data into valuable insight which is the foundation of our global solutions that customers rely on to make critical business decisions.
D&B provides solution sets that meet a diverse set of customer needs globally. Customers use D&B Risk Management Solutions™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability, and D&B Sales & Marketing Solutions™ to provide data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers.
Our Strategy
In October 2013, the Company named a new President and CEO, Robert P. Carrigan. In connection with this change, we developed a new strategy designed to drive long term sustainable growth in the years ahead. D&B is committed to increasing Total Shareholder Return (“TSR”) through revenue growth, and our strategy is to become one global company delivering indispensable content through modern channels to serve new customer needs. We remain focused on the commercial marketplace and continuing to be the world's largest and best provider of insight about businesses.
Our strategy has five key components:
First, we are investing in content to make it indispensable to our customers. We are improving the quality and consistency of our data around the globe, developing new analytic tools and scores to improve the predictive capability of our content, and cultivating new proprietary data sources to combine with our existing data;
Second, we are modernizing content delivery by transitioning from older, traditional platforms to more agile and customer-friendly approaches leveraging mobile, social and cloud technologies;
Third, we are globalizing the business, moving from a regional “market” structure to an integrated global organization;
Fourth, we are modernizing the brand, making sure that it is understood for what D&B is becoming, not just for what it has been; and
Fifth, we are creating an outside-in, forward leaning culture with a team that is externally focused, and plugged into our customers’ needs and the markets in which we operate.
The new strategy is built on the valuable assets the Company possesses today that we believe provide a competitive advantage for D&B:
Well Recognized Brand
Superior Content and Solutions
Loyal Customers
For the reasons described below, we believe that these core competitive advantages will enable successful execution of our strategy going forward.
Well Recognized Brand
The D&B® brand dates back to the founding of our company in 1841. We believe that the D&B brand is unique in the marketplace, standing for trust and confidence in commercial insight; our customers rely on D&B and the quality of our brand when they make critical business decisions. The Hoover's® brand is also very well respected within its customer segment and we will seek to further leverage both brands going forward.

3



Superior Content and Solutions
Risk Management Solutions
Risk Management Solutions is our largest customer solution set, accounting for 63%, 63% and 61% of our total revenue, exclusive of businesses we no longer operate, for each of the years ending December 31, 2013, 2012 and 2011, respectively.
Our Risk Management Solutions help customers increase cash flow and profitability while mitigating credit, operational and regulatory risks by helping them answer questions such as:
Should I extend credit to this new customer?
What credit limit should I set?
Will this customer pay me on time?
How can I avoid supply chain disruption?
How do I know whether I am in compliance with regulatory acts?
Our principal Risk Management Solutions are:
DNBi®, our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis;
Various business information reports (e.g., our Business Information Report, our Comprehensive Report, and our International Report, etc.) that are consumed in a transactional manner across multiple platforms such as DNB.com; and
Products that are part of our Data-as-a-Service (or “DaaS”) strategy, which integrate our data directly into the applications and platforms that our customers use every day. This includes D&B Direct®, a Software Application Programming Interface (“API”), that enables data integration inside Enterprise applications such as ERP, and enables master data management.
Certain solutions are available on a subscription pricing basis, including our DNBi subscription pricing plan. Our subscription pricing plans represent a larger portion of our revenue and provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk.
Sales & Marketing Solutions
Sales & Marketing Solutions accounted for 37%, 36% and 33% of our total revenue, exclusive of businesses we no longer operate, for each of the years ending December 31, 2013, 2012 and 2011, respectively.
Our Sales & Marketing Solutions help customers increase revenue from new and existing customers by helping them answer questions such as:
Who are my best customers?
How can I find prospects that look like my best customers?
How can I capture untapped opportunities with my existing customers?
How can I allocate sales force resources to revenue growth potential?
Our principal Sales & Marketing Solutions are:
Our customer data integration solutions, which are solutions that cleanse, identify, link and enrich customer information. Our D&B Optimizer™ solution, for example, transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight, facilitating a single customer view across multiple systems and touchpoints, such as marketing and billing databases, and better enabling a customer to make sales and marketing decisions;
Hoover's, which is primarily a prospecting tool, provides information on public and private companies, and on industries and executives, sales, marketing and research professionals worldwide to help customers convert prospects to clients faster by providing a workflow solution;
Various other marketing solutions including our education business, our electronic licensing products, and our Integration Manager product which is an onsite match tool that leverages D&B match technology to enable customers to perform onsite matching on D&B data, customer data and third party data;

4



Our Market Insight tool, which provides robust marketing analytics that help customers segment and understand existing customers, in order to more effectively create campaigns to cross-sell new business; and
Products introduced as part of our DaaS strategy. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.
Loyal Customers
We believe that different sized customers have different needs and require different skill sets to service them. Accordingly, we are organized to effectively serve each of our large multi-national, medium and small sized customers. Our principal customers include manufacturers, wholesalers and retailers in fields as diverse as banking, technology, telecommunications, government and insurance, as well as sales, marketing and business development professionals. None of our customers accounted for more than 10% of our 2013 total revenue. Accordingly, we are not dependent on a single customer, such that the loss of any one customer would have a material adverse effect on our consolidated annual results of operations.
Segments
On January 1, 2012, we began to manage and continue to report our business through the following three segments:
North America (which consists of our operations in the United States (“U.S.”) and Canada);
Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and
Europe and other International Markets (which primarily consists of our operations in the United Kingdom (“U.K.”), the Netherlands, Belgium, Latin America and our European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:
North America (which consisted of our operations in the U.S. and Canada); 
Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and
Europe and other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
The following table presents the contribution by segment to total revenue and core revenue (See Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K):
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Total Revenue:
 
 
 
 
 
     North America
74
%
 
74
%
 
71
%
Asia Pacific
11
%
 
12
%
 
15
%
Europe and Other International Markets
15
%
 
14
%
 
14
%
Core Revenue:
 
 
 
 
 
     North America
74
%
 
74
%
 
75
%
Asia Pacific
11
%
 
11
%
 
10
%
Europe and Other International Markets
15
%
 
15
%
 
15
%
We may also acquire, divest, or shut down businesses from time-to-time. For example:
In 2011, we acquired a 100% interest in MicroMarketing, a leading provider of direct and digital marketing services in China;
In 2012, we permanently ceased the operations of our Shanghai Roadway D&B Marketing Services Co. Ltd. operations in China;
In 2012, we completed the sale of the domestic portion of our Japanese operations to Tokyo Shoko Research Ltd.;

5



In 2012, we completed the sale of our market research business in China, consisting of two joint venture companies; and
In 2012, we completed the sales in North America of Purisma Incorporated, AllBusiness.com, Inc. and a small supply management company.
Segment data and other information for the years ended December 31, 2013, 2012 and 2011 are included in Note 14 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K. As our strategy evolves, we may modify our reporting structure, as appropriate, to reflect changes in the way we manage our business.
Our Sales Force
We rely primarily on our sales force of approximately 2,000 team members worldwide to sell our customers solutions, of which approximately 1,100 were in our North American business and 900 were in our international business as of December 31, 2013. Our sales force includes relationship managers and solution specialists who sell to our strategic and commercial customers, telesales teams, and a team that sells to federal, state and local governments.
In addition, we have sales teams who are dedicated specifically to our alliance partners. These teams are focused around (i) alliance partners to whom we are a major supplier of data, which they specifically request and leverage as content to enhance their own products and services for sale to their customers; and (ii) alliance partners who enable the seamless delivery of our data, regardless of the content, to enable their end users to consume our data in a flexible, user friendly manner. Our network of strategic alliances is in its early stages and we believe it will remain an important component of our growth strategy.
We also conduct business through our wholly-owned subsidiaries, majority-owned joint ventures, independent correspondents, strategic relationships through our D&B Worldwide Network® and minority equity investments. Our D&B WorldWide Network is an alliance of network partners covering more than 190 countries. In those countries, we have determined it is beneficial to engage with dominant, well known local partners to enable us to better collect data from such countries and to better sell our existing data into such countries. Our D&B Worldwide Network enables our customers globally to make business decisions with confidence, because we incorporate data from the members of the D&B Worldwide Network into our database and utilize it in our customer solutions. Our customers, therefore, have access to a more powerful database and global solution sets that they can rely on to make their business decisions.
Competition
We are subject to highly competitive conditions in all aspects of our business. However, we believe no competitor offers our complete line of solutions or can match our global data and analytic capabilities.
In North America, we are a market leader in our Risk Management Solutions business in terms of revenue. We compete with our customers' own internal business practices by continually developing more efficient alternatives to our customers' risk management processes to capture more of their internal spend. We also directly compete with a broad range of companies, including consumer credit companies such as Equifax, Inc. (“Equifax”) and Experian Information Solutions, Inc. (“Experian”), which have traditionally offered primarily consumer information services, but also offer products that combine consumer information with business information as a tool to help customers make credit decisions with respect to small businesses.
We also compete in North America with a broad range of companies offering solutions similar to our Sales & Marketing Solutions. Our direct competitors in Sales & Marketing Solutions include companies such as Equifax and infoGROUP. In addition, we face competition in data services from our customers' own internal development and from data quality software solutions.
Outside the U.S., the competitive environment varies by region and country, and can be significantly impacted by the legislative actions of local governments.
In Europe, our direct competition is primarily local, such as Experian in the U.K. and Graydon in Belgium and the Netherlands. We believe that we offer superior solutions when compared to these competitors. In addition, the Sales & Marketing Solutions landscape is both localized and fragmented throughout Europe, where numerous local players of varying size compete for business.
In Asia Pacific, we face competition in our Risk Management Solutions business from a mix of local and global providers. For example, we compete with Sinotrust in China, which is majority-owned by Experian, with Veda in Australia and with Experian in India. In addition, as in Europe, the Sales & Marketing Solutions landscape throughout Asia is localized and fragmented.
We also face significant competition from the in-house operations of the businesses we seek as customers, other general and specialized credit reporting and business information services, and credit insurers. For example, in certain international

6



markets, such as Europe, some credit insurers have identified the provision of credit information as an additional revenue stream. In addition, business information solutions and services are becoming more readily available, principally due to the expansion of the Internet, greater availability of public data and the emergence of new providers of business information solutions and services.
We believe that our trusted brand, proprietary data assets, global identity resolution knowledge and analytic capabilities form a powerful competitive advantage.
Our ability to continue to compete effectively will be based on a number of factors, including our ability to:
Communicate and demonstrate to our customers the value of our existing and new products and services based upon our proprietary data, and as a result, improve customer satisfaction;
Maintain and develop proprietary information and services such as analytics (e.g., scoring) and sources of data not publicly available;
Leverage our technology to significantly improve our value proposition for customers in order to make D&B's data available wherever and whenever our customers need it, as well as our brand perception and the value of our D&B Worldwide Network®;
Maintain those third-party relationships on whom we rely for data and certain operational services; and
Attract and retain a high-performing workforce.
Intellectual Property
We own and control various intellectual property rights, such as trade secrets, confidential information, trademarks, service marks, trade names, copyrights, patents and applications. These rights, in the aggregate, are of material importance to our business. We also believe that the D&B name and related trade names, marks and logos are of material importance to our business. We are licensed to use certain technology and other intellectual property rights owned and controlled by others, and other companies are licensed to use certain technology and other intellectual property rights owned and controlled by us. We consider our trademarks, service marks, databases, software, copyrights, patents, patent applications and other intellectual property to be proprietary, and we rely on a combination of statutory (e.g., copyright, trademark, trade secret, patent, etc.) and contract and liability safeguards for protection thereof throughout the world.
Unless the context indicates otherwise, the names of our branded solutions and services referred to in this Annual Report on Form 10-K are trademarks, service marks or registered trademarks or service marks owned by or licensed to us or one or more of our subsidiaries.
We own patents and patent applications both in the U.S. and in other selected countries of importance to us. The patents and patent applications include claims which pertain to certain technologies which we have determined are proprietary and warrant patent protection. We believe that the protection of our innovative technology, such as our proprietary methods for data curation and Identity Resolution, through the filing of patent applications is a prudent business strategy, and we will continue to seek to protect those assets for which we have expended substantial capital. Filing of these patent applications may or may not provide us with a dominant position in the fields of technology. However, these patents and/or patent applications may provide us with legal defenses should subsequent patents in these fields be issued to third parties and later asserted against us. Where appropriate, we may also consider asserting or cross-licensing our patents.
Employees
As of December 31, 2013, we employed approximately 4,600 team members worldwide, of which approximately 2,400 were in our North American segment and Corporate and approximately 2,200 were in our remaining segments. We believe that we have good relations with our employees. In addition, from time to time, we engage third party consultants. There are no unions in the North American segment. Works Councils and Trade Unions represent a small portion of our employees outside of North America.
Available Information
We are required to file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Investors may read and copy any document that we file, including this Annual Report on Form 10-K, at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, from which investors can electronically access our SEC filings.

7



We make available free of charge on or through our Internet site (www.dnb.com) our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish the material to, the SEC. The information on our Internet site, on our Hoover's Internet site or on our related Internet sites is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.
Organizational Background of Our Company
As used in this report, except where the context indicates otherwise, the terms “D&B,” “Company,” “we,” “us,” or “our” refer to The Dun & Bradstreet Corporation and our subsidiaries. We were incorporated in 2000 in the State of Delaware.

8





Item  1A.
Risk Factors
Our business model is dependent upon third parties to provide data and certain operational services, the loss of which would materially impact our business and financial results.
We rely significantly on third parties to support our business model. For example:
 
We obtain much of the data that we use from third parties, including public record sources;

We utilize single source providers in certain countries to support the needs of our customers around the globe and rely on members of our D&B Worldwide Network to provide local data in countries in which we do not directly operate;

We have outsourced certain portions of our data acquisition, processing and delivery and customer service and call center processes; and

We have also outsourced various functions, such as our data center operations, technology help desk and network management functions in the U.S. and the U.K.
If one or more data providers were to experience financial or operational difficulties or were to withdraw their data, cease making it available, be unable to make it available due to changing industry standards or government regulations, substantially increase the cost of their data, not adhere to our data quality standards, or be acquired by a competitor who would cause any of these disruptions to occur, our ability to provide solutions and services to our customers could be materially adversely impacted, which could have a material adverse effect on our business and financial results. Similarly, if one of our outsource providers, including third parties with whom we have strategic relationships, were to experience financial or operational difficulties, their services to us would suffer or they may no longer be able to provide services to us at all, having a material adverse effect on our business and financial results.
We cannot be certain that we could replace our large third-party vendors in a timely manner or on terms commercially reasonable to us. If we change a significant outsource provider, an existing provider makes significant changes to the way it conducts its operations, is acquired, or we seek to bring in-house certain services performed today by third parties, we may experience unexpected disruptions in the provision of our solutions, which could have a material adverse effect on our business and financial results.
Our business performance is dependent upon the effectiveness of our technology investments, the failure of which could materially impact our business and financial results.
We have and will continue to undertake significant investments in our technology infrastructure on an annual basis in order to continually strengthen our leading position in commercial data and improve our existing technology platform. We may fail to effectively invest such amounts, or we may invest significant amounts in technologies that do not ultimately assist us in achieving our strategic goals. We may also fail to maintain our technology infrastructure in a manner that allows us to readily meet our customers' needs. If we experience any of these or similar failures related to our technology investments, we may not achieve our expected revenue growth, or desired cost savings, and we could experience a significant competitive disadvantage in the marketplace, such as the inability to offer certain types of new services or to collect certain types of new data, which could have a material adverse effect on our business and financial results.
Our success depends in part on our ability to adapt our solutions to our customers' preferences and to meet any specific contractual requirements that they impose upon us which may require significant or ongoing investments. Advances in information technology and uncertain or changing economic conditions are changing the way our customers use and purchase business information. As a result, our customers are demanding both lower prices and more features from our solutions, such as decision-making tools like credit scores and electronic delivery formats, and are expecting real-time data provided in a manner relevant to them.
If we do not successfully adapt our solutions to our customers' preferences, our business and financial results may be materially adversely affected. Specifically, for our larger customers, including our Alliance Partners, our continued success will be dependent on our ability to satisfy more of their needs by providing more breadth and depth of data and allowing them more flexibility to use our data through web services and third-party solutions. For our smaller customers, our success will depend in

9



part on our ability to develop a strong value proposition, including simplifying our solutions and pricing offerings, to enhance our marketing efforts to these customers and to improve our service to them. 
The failure to continue to invest in our business could result in a material adverse effect on our future financial results. Such investments may include: (i) our ability to successfully evolve our workforce away from those third parties who assisted us in the building of our technology, to internal employees who can successfully execute thereon; (ii) executing on, and mitigating risks associated with, new DaaS product offerings; and (iii) ensuring continued compatibility of our new platforms and technologies with our Worldwide Network partners and other affiliates.

Cyber security risks could harm our operations, the operations of our critical outsourcers, or the operations of our partners on whom we rely for data and to meet our customer needs, any of which could materially impact our business and financial results.
We rely upon the security of our information technology infrastructure to protect us from cyber-attacks and unauthorized access. Cyber-attacks that we have experienced, continue to experience, or in the future we may experience, can include malware, computer viruses, or other significant disruption of our Information Technology (“IT”) networks and related systems. Government agencies and security experts have warned about the growing risks of hackers, cyber-criminals and other potential attacks targeting every type of IT system, and in 2013 we learned that we were one of several victims of a sophisticated cyber-attack. We may face increasing cyber security risks as we receive data from new sources such as social media sites or through data aggregators who provide us with information.
If we experience a problem with the functioning of an important IT system or a security breach of our IT systems, the resulting disruptions could have a material adverse effect on our business. We store sensitive information in connection with our customer’s data, data we collect from a variety of public and private sources, data collected from our human resources operations and other aspects of our business which could be compromised by a cyber-attack. To the extent that any disruptions or security breach results in a loss or damage to any of this data, an inappropriate disclosure of this data or other confidential information, an inability to access data sources, or an inability to process data for or send data to our customers, it could cause significant damage to our reputation, affect our relationships with our customers, lead to claims against the Company and ultimately harm our business. Our servers and other hardware, as well as our operating systems software and applications may not contain sufficient protection from malware or unauthorized access. The costs to us to minimize or alleviate cyber-attacks, viruses, worms, malicious software programs or other security vulnerabilities are significant and could require significant upgrades to our IT infrastructure. Changes we have made to address a recent cyber-attack and efforts we will undertake on an ongoing basis to prevent other concerns may not be successful. We may be required to incur significant costs to undertake these actions and to protect against damage caused by these disruptions, security breaches, or cyber-attacks of the nature we have already incurred, in the future. While we have insurance coverage for certain instances of a cyber-security breach, which we believe should cover a recent cyber-attack that we experienced, our coverage may not be sufficient now or in the future if we suffer additional significant or multiple attacks and does not cover IT enhancements and upgrades we may undertake from time to time, or harm to our reputation, loss of customers or any related loss of revenue.
Our outsourcing partners are primarily responsible for the security of our IT environment and we rely significantly on third parties to supply clean data content and to resell our products in a secure manner. All of these third parties face risks relating to cyber-security similar to ours which could disrupt their businesses and therefore materially impact ours. While we provide guidance and specific requirements in some cases, we do not directly control any of such parties' IT security operations, or the amount of investment they place in guarding against cyber-security threats. Accordingly, we are subject to any flaw in or breaches to their IT systems or those that they operate for us, which could materially impact our business, operations and financial results.

Violations of the U.S. Foreign Corrupt Practices Act (“FCPA”), and similar laws, and the investigation of such matters, including the current investigations regarding violations of consumer data privacy laws in China, or, related investigations and compliance reviews that we may conduct from time-to-time, could have a material adverse effect on our business.
The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials and/or other persons for the purpose of obtaining or retaining business. Recent years have seen a substantial increase in anti-bribery law enforcement activity by U.S. regulators, with more frequent and aggressive investigations and enforcement proceedings by both the Department of Justice (“DOJ”) and the U.S. Securities and Exchange Commission (“SEC”), increased enforcement activity by non-U.S. regulators in countries with similar anti-bribery laws, and increases in criminal and civil proceedings brought against companies and individuals. Our policies mandate compliance with these anti-bribery laws. We operate in many parts of the world that are recognized as having a greater potential for governmental and commercial corruption. We cannot assure that our policies and procedures will always protect us from reckless or criminal acts committed by our employees or third-party intermediaries. From time-to-time, we may conduct internal investigations and compliance reviews, the findings of which could negatively impact our business. Any determination

10



that our operations or activities are not, or were not, in compliance with existing U.S. or foreign laws or regulations could result in the imposition of substantial fines, interruptions of business, loss of supplier, vendor or other third-party relationships, termination of necessary licenses and permits, and other legal or equitable sanctions. Other internal or government investigations or legal or regulatory proceedings, including lawsuits brought by private litigants, may also follow as a consequence. Violations of these laws may result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, business, results of operations or financial condition.
During 2012, we were assessed fines by a court in China relating to allegations that the data collection practices of our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China may have violated local Chinese consumer data privacy laws. We permanently ceased the operations of Roadway during 2012. In addition, we have been reviewing certain allegations that we may have violated the FCPA and certain other laws in our China operations. As previously reported, we have voluntarily contacted the SEC and the DOJ to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.
We are presently unable to predict the duration, scope or result of the Audit Committee's investigation, of any investigations by the SEC, or the DOJ, or any other U.S. or foreign governmental authority, or whether any such authority will commence any additional legal action against us. The SEC and the DOJ have a broad range of civil and criminal sanctions available to them under the FCPA and other laws and regulations including, but not limited to, injunctive relief, disgorgement, fines, penalties, modifications to business practices, including the termination or modification of existing business relationships, and the imposition of compliance programs and the retention of a monitor to oversee compliance with the FCPA. The imposition of any of these sanctions or remedial measures could have a material adverse effect on our reputation, business, results of operations or financial condition.

We face competition that may cause price reductions or loss of market share.

We are subject to competitive conditions in all aspects of our business. We compete directly with a broad range of companies offering business information services to customers. We also face competition from:

The in-house operations of the businesses we seek as customers;

Other general and specialized credit reporting and other business information providers; and

Credit insurers.
Business information solutions and services are becoming more readily available, principally due to the expansion of the Internet, greater availability of public data and the emergence of new providers of business information solutions and services. Internet based search aggregators can provide low-cost alternatives to data gathering and change how our customers perform key activities such as marketing campaigns, or collect information on customers, suppliers and competitors. Such companies, and other third parties which may not be readily apparent today, may become significant low-cost or no-cost competitors and adversely impact the demand for our solutions and services, or limit our growth potential.
Weak economic conditions can result in customers seeking to utilize free or lower-cost information that is available from alternative sources such as the Internet and European Commission-sponsored projects like the European Business Register. Intense competition could adversely impact us by causing, among other things, price reductions, reduced operating margins and loss of market share.
We face competition outside the U.S., and our competitors could develop an alternative to our D&B Worldwide Network.
We face competition from consumer credit companies that offer consumer information solutions to help their customers make credit decisions regarding small businesses. Consumer information companies are expanding their operations more broadly into aspects of the business information space. While their presence is currently small in the business information market, given the size of the consumer market in which they operate, they have scale advantages in terms of scope of operations and size of relationship with customers, which they can potentially leverage to an advantage.

11



Our ability to continue to compete effectively will be based upon a number of factors, including our ability to:
Communicate and demonstrate to our customers the value of our products and services based upon our proprietary DUNS numbering classification system and predictive insights and, as a result, improve customer satisfaction;
Maintain and develop proprietary information and solutions such as predictive analytics (e.g., scoring), and sources of data not publicly available, such as detailed trade data;
Demonstrate and deliver value through our decision-making tools and integration capabilities;
Leverage our brand perception and the value of our D&B Worldwide Network;
Obtain and deliver reliable and high-quality business and professional contact information through various media and distribution channels in formats tailored to customer requirements;
Maintain an effective information technology infrastructure to support product and solution delivery as customer needs and preferences change and competitors offer more sophisticated products;
Attract and retain a high-performance workforce;
Enhance our existing products and services, and introduce new products and services;
Enter new customer markets;
Operate within any changing regulatory schemes or with restrictions imposed by foreign governments that favor local competitors; and
Improve our international business model and data quality through the successful relationship with members of our D&B Worldwide Network and through potentially undertaking acquisitions or entering into joint ventures, partnership arrangements or similar relationships.
Our business performance might not be sufficient for us to meet the full-year financial guidance that we provide publicly.
We provide full-year financial guidance to the public which is based upon our assumptions regarding our expected financial performance. This includes, for example, assumptions regarding our ability to grow core revenue and operating income, and to achieve desired tax rates and to generate free cash flow. We believe our financial guidance provides investors and analysts with a better understanding of our view of our near-term financial performance. Such financial guidance may not always be accurate, due to our inability to meet the assumptions we make and the impact on our financial performance that could occur as a result of the various risks and uncertainties to our business as set forth in these risk factors and in our public filings with the SEC or otherwise. If we fail to meet the full-year financial guidance that we provide or if we find it necessary to revise such guidance as we conduct our operations throughout the year, the market value of our common stock or other securities could be materially adversely affected.
We may lose key business assets or suffer interruptions in product delivery, including loss of data center capacity or the interruption of telecommunications links, the Internet, or power sources which could significantly impede our ability to do business.
Our operations depend on our ability, as well as that of third-party service providers to whom we have outsourced several critical functions, to protect data centers and related technology against damage from hardware failure, fire, power loss, telecommunications failure, impacts of terrorism, breaches in security (such as the actions of computer hackers), the theft of services, natural disasters, or other disasters. The online services we provide are dependent on links to telecommunications providers. We generate a significant amount of our revenue through telesales centers and Internet sites that we use in the acquisition of new customers, fulfillment of solutions and services and responding to customer inquiries. We may not have sufficient redundant operations or change management processes in connection with our introduction of new online products or services to prevent a loss or failure in all of these areas in a timely manner. Any damage to, or failure by our service providers to properly maintain our data centers, failure of our telecommunications links or inability to access these telesales centers or Internet sites could cause interruptions in operations that adversely affect our ability to meet our customers' requirements and materially adversely affect our business and financial results.

A failure in the integrity of our database could harm our brand and result in a loss of sales and an increase in legal claims.
The reliability of our solutions is dependent upon the integrity of the data in our global database. We have in the past been subject to customer and third-party complaints and lawsuits regarding our data, which have occasionally been resolved by the

12



payment of money damages. A failure in the integrity of our database, whether inadvertently or through the actions of a third party, which may be on the rise, could harm us by exposing us to customer or third-party claims or by causing a loss of customer confidence in our solutions. We may experience an increase in risks to the integrity of our database as we move toward real time data feeds, including those from social media sources. We plan to continue to invest in our database to improve and maintain the quality, timeliness and coverage of the data contained therein if we are to maintain our competitive positioning in the marketplace.
We have licensed, and we may license in the future, proprietary rights to third parties. While we attempt to ensure that the quality of our brand is maintained by the third parties to whom we grant such licenses and by customers, they may take actions that could materially adversely affect the value of our proprietary rights or our reputation. It cannot be assured that these licensees and customers will take the same steps we have taken to prevent misappropriation of our data solutions or technologies.

Our brand and reputation are key assets and competitive advantages of our Company and our business may be affected by how we are perceived in the marketplace.
Our brand and its attributes are key assets of the Company. Our ability to attract and retain customers is highly dependent upon the external perceptions of our level of data quality, effective provision of services, business practices, including actions of our employees, third-party providers, members of the D&B Worldwide Network and other brand licensees, that are not consistent with D&B's policies and standards, and overall financial condition. Negative perceptions or publicity regarding these matters could damage our reputation with customers and the public, which could make it difficult for us to attract and maintain customers. Adverse developments with respect to our industry may also, by association, negatively impact our reputation, or result in higher regulatory or legislative scrutiny. Although we monitor developments for areas of potential risk to our reputation and brand, negative perceptions or publicity could have a material adverse effect on our business and financial results.

We rely on annual contract renewals for a substantial part of our revenue, and our quarterly results may be significantly impacted by the timing of these renewals, including from various government institutions, a shift in product mix that results in a change in the timing of revenue recognition or a significant decrease in government spending.
We derive a substantial portion of our revenue from annual customer contracts, including from various government institutions. If we are unable to renew a significant number of these contracts, our revenue and results of operations would be negatively impacted. In addition, our results of operations from period-to-period may vary due to the timing of customer contract renewals or a change in our sales practices. As contracts are renewed, we have experienced, and may continue to experience, a shift in product mix underlying such contracts. This could result in the deferral of increased amounts of revenue into future periods as a larger portion of revenue is recognized over the term of our contracts rather than up front at contract signing or the acceleration of deferred revenue into an earlier reporting period. Although this may cause our financial results from period-to-period to vary substantially, such change in revenue recognition would not change the total revenue recognized over the life of our contracts. A reduction in government spending on our products could, however, have a material adverse impact on our business. We derive a portion of our revenue from direct and indirect sales to U.S., state, local and foreign governments and their respective agencies and our competitors are increasingly targeting such governmental agencies as potential customers. Such contracts are subject to various procurement laws and regulations, and contract provisions in our government contracts could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or suspension of future government contracting. In addition, governments continue to struggle with sustained debt and social obligations, and efforts to balance government deficits could result in lower spending by the government with D&B. If we were to lose one or more government customers to our competitors, or our government contracts are not renewed or are terminated, or we are suspended from government work, or our ability to compete for new contracts is adversely affected, our business would suffer.

We may be adversely affected by the global economic environment and the evolving standards of emerging markets in which we operate.
We operate in both emerging and mature global markets. As a result of the macro-economic challenges currently affecting the economy of the U.S., Europe, and other parts of the world, our customers or vendors may experience problems with their earnings, cash flow, or both. This may cause our customers to delay, cancel or significantly decrease their purchases from us, and we may experience delays in payment or their inability to pay amounts owed to us. Tepid economic growth is also intensifying the competitive pressures in our business categories including increasing price pressure. In addition, our vendors may substantially increase their prices to us and without notice. Any such change in the behavior of our customers or vendors may materially adversely affect our earnings and cash flow. In addition, as we continue to compete in a greater number of emerging markets, potential customers may show a significant preference to local vendors. Our ability to compete in emerging

13



markets depends on our ability to provide products in a manner that is sufficiently flexible to meet local needs, and to continue to undertake technological advances in local markets in a cost effective manner, utilizing local labor forces. If economic conditions in the U.S. and other key markets deteriorate further or do not show improvement, or we are not able to successfully compete in emerging markets, we may experience material adverse impacts to our business, operating results, and/or access to credit markets.

Changes in the legislative, regulatory and commercial environments in which we operate could adversely impact our ability to collect, compile, store, use and publish data and could impact our financial results.
Certain types of information we collect, compile, store, use and publish are subject to regulation by governmental authorities in various jurisdictions in which we operate, particularly in our international markets. There is increasing awareness and concern among the general public, governmental bodies, and others regarding marketing and privacy matters, particularly as they relate to individual privacy interests and the ubiquity of the Internet. These concerns may result in new or amended laws and regulations that could adversely impact our business. Future laws and regulations, such as proposed legislation in China regarding commercial credit agencies, or with respect to the collection, compilation, storage, use and publication of information, and adverse publicity or litigation concerning the commercial use of such information could result in limitations being imposed on our operations, increased compliance or litigation costs and/or loss of revenue, which could have a material adverse effect on our business and financial results.
Our business relies on the availability of the Internet as it is currently configured and operated both to obtain data and services and to provide data and services to our customers. If the rules governing the operation of the Internet and/or transfer of information over the Internet were to change, such as, for example, by permitting broadband suppliers to discriminate in providing access to their networks, this could have a material adverse impact on our business.
Governmental agencies and commercial entities from whom we acquire data may seek to increase the costs we must pay to acquire, use and/or redistribute such data. In addition, as more federal, state, and foreign governments continue to struggle with significant fiscal pressure, we may be faced with changes to tax laws that could have immediate negative consequences to our business. While we would seek to pass along any such price increases or tax impacts to our customers or provide alternative services, there is no guarantee that we would be able to do so, given competitive pressures or other considerations. Should our proportion of multi-year contracts increase, our risk of having to incur such additional costs further increases. Any such price increases or alternative services may result in reduced usage by our customers and/or loss of market share, which could have a material adverse effect on our business and financial results. In addition, governmental agencies may seek to limit or restrict access to data and information that are currently publicly available, which could have a material adverse impact on our business.

Acquisitions, joint ventures or similar strategic relationships may disrupt or otherwise have a material adverse effect on our business and financial results.
As part of our strategy, we may seek to acquire other complementary businesses, products and technologies or enter into joint ventures or similar strategic relationships. These transactions are subject to the following risks:
Acquisitions, joint ventures or similar relationships may cause a disruption in our ongoing business, distract our management and make it difficult to maintain our standards, controls and procedures;
We may not be able to integrate successfully the services, content, including data, products and personnel of any such transaction into our operations;
We may not derive the revenue improvements, cost savings and other intended benefits of any such transaction; and
There may be risks, exposures and liabilities of acquired entities or other third parties with whom we undertake a transaction, that may arise from such third parties' activities prior to undertaking a transaction with us.
While we have certain contractual commitments with each of the third-party members of the D&B Worldwide Network, we have no direct management control over such third parties or other third parties who conduct business under the D&B brand name in local markets or who license and sell under the D&B name and the renewal by third-party members of the D&B Worldwide Network of their agreements with D&B is subject to mutual agreement.
The D&B Worldwide Network is comprised of wholly-owned subsidiaries, joint ventures that we either control or hold a minority interest in, and third-party members who conduct business under the D&B brand name in local markets. While third-party member participation in the D&B Worldwide Network and certain of our relationships with other third parties are

14



controlled by commercial services agreements and the use of our trademarks is controlled by license agreements, we have no direct management control over these members or third parties beyond the terms of the agreements. We license data to and from certain third parties to be included in the data solutions that they sell to their customers and that we sell to our customers, respectively, and such arrangements may increase as a percentage of our total revenue in the future. We do not have direct control over such third parties' sales people or practices, and their failure to successfully sell products which include our data will impact the revenue we receive and could have a material adverse effect on our business and financial results. As a result, actions or inactions taken by these third parties or their failure to renew their contractual relationship with us may have a material impact on our business and financial results. For example, one or more third parties or members may:
Provide a product or service that does not adhere to our data quality standards;
Fail to comply with D&B brand and communication standards or behave in a manner that tarnishes our brand;
Engage in illegal or unethical business or marketing practices;
Elect not to support new or revised products and services or other strategic initiatives;
Fail to execute subsequent agreements to remain a part of the D&B Worldwide Network on terms and conditions that are mutually agreeable to D&B, upon the expiration of their existing agreements;
Fail to execute other data or distribution contract requirements; or
Refuse to provide new sources of data.
Such actions or inactions may have an impact on customer confidence in the D&B brand globally, which could materially adversely impact our business and financial results.
Our international businesses are subject to various risks associated with operations in foreign countries, which could materially adversely affect our business and financial results.
Our success depends in part on our various international businesses. For the three years ended December 31, 2013, 2012 and 2011, our businesses outside of North America accounted for 26%, 26% and 29% of total revenue, respectively. Our international businesses are subject to many of the same challenges as our domestic business, as well as the following:
Our competition is primarily local, and our customers may have greater loyalty to our local competitors which may have a competitive advantage because they are not restricted by U.S. and international laws with which we require our international businesses to comply, such as the FCPA;
While our services have not usually been regulated, governments, particularly in emerging market areas, may adopt legislation or regulations, or we may learn that our current methods of operation violate existing legislation or regulations, governing the collection, compilation, storage, use and/or publication of the kinds of information we collect, compile, store, use and publish, which could bar or impede our ability to operate and this could adversely impact our business;
Credit insurance is a significant credit risk mitigation tool in certain international markets that may reduce the demand for our Risk Management Solutions; and
In some markets, key data elements are generally available from public-sector sources, thus reducing a customer's need to purchase that data from us.
In addition, the FCPA and anti-bribery and anti-corruption laws in other jurisdictions generally prohibit improper payments to government officials or other persons for the purpose of obtaining or retaining business. We cannot assure you that our policies and procedures will always protect us from acts committed by our employees or third party intermediaries. From time-to-time, under appropriate circumstances, we have undertaken and will continue to undertake investigations of the relevant facts and circumstances and, when appropriate, take remedial actions, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our business and financial results.
Our international strategy includes leveraging our D&B Worldwide Network to improve our data quality. We form and manage strategic relationships to create a competitive advantage for us over the long term; however, these strategic relationships may not be successful or may be subject to ownership change.

15



The issue of data privacy is an increasingly important area of public policy in various international markets, and we operate in an evolving regulatory environment. If our existing business practices were deemed to violate existing data privacy laws or such laws as they may evolve from time-to-time, our business or the business of third parties on whom we depend could be adversely impacted.
Our operating results could be negatively affected by a variety of other factors affecting our foreign operations, many of which are beyond our control. These factors may include currency fluctuations, economic, political or regulatory conditions, competition from government agencies in a specific country or region, trade protection measures and other regulatory requirements. Additional risks inherent in international business activities generally include, among others:
Longer accounts receivable payment cycles;
The costs and difficulties of managing international operations and strategic alliances, including the D&B Worldwide Network;
The costs and difficulties of enforcing agreements, collecting receivables and protecting assets, especially our intellectual property rights, in non-U.S. legal systems; and
The need to comply with a broader array of regulatory and licensing requirements, the failure of which could result in fines, penalties or business suspensions.
We may not be able to attract and retain qualified personnel, which could impact the quality of our performance and customer satisfaction.
Our success and financial results depend in part on our continuing ability to attract, retain and motivate highly qualified personnel at all levels and to appropriately use the time and resources of such individuals. Competition for these individuals is intense, and we may not be able to retain our key personnel, or attract, assimilate or retain other highly-qualified individuals in the future. We have from time-to-time experienced, and we expect to continue to experience, difficulty in hiring and retaining employees who have appropriate qualifications.

Our retirement and post retirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flow.
We have significant retirement and post retirement pension plan assets and funding obligations. The performance of the financial and capital markets impacts our plan expenses and funding obligations. Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations, and adversely impact our results of operations and cash flows.

We are involved in legal proceedings that could have a material adverse impact on us.
We are involved in legal proceedings, claims and litigation that arise in the ordinary course of business. As discussed in greater detail under “Note 13. Contingencies” in “Notes to Consolidated Financial Statements” in Part II, Item 8. of this Annual Report on Form 10-K, certain of these matters could materially adversely affect our business and financial results.
Item 1B.
Unresolved Staff Comments
Not applicable.

16



Item 2.
Properties
Our corporate office is located at 103 JFK Parkway, Short Hills, New Jersey 07078, in a 123,000 square-foot property that we lease. We renewed our lease on this property in 2011 for a term of eight years, with two five-year renewal options. This property also serves as the executive offices of our North America segment.
Our other properties are geographically distributed to meet sales and operating requirements worldwide. We generally consider these properties to be both suitable and adequate to meet current operating requirements. As of December 31, 2013, the most important of these other properties include the following sites:
A 178,330 square-foot leased office building in Center Valley, Pennsylvania, which houses various sales, finance, fulfillment and data acquisition groups;
A 148,649 square-foot office building that we own in Parsippany, New Jersey, housing groups from North American sales, marketing and technology (approximately one-third of this building is leased to a third party);
A 79,060 square-foot leased space in Marlow, England, which houses our U.K. business, International technology and certain other International groups;
A 75,735 square-foot leased office building in Austin, Texas, housing technology development, certain product development and sales operations;
A 59,570 square-foot leased office space in Melbourne, Australia, housing our Australian sales, marketing, debt collection services and technology groups; and
A 47,782 square-foot leased space in Dublin, Ireland, housing technology development, data operations and sales operations groups.
In addition to the above locations, we also conduct operations in other offices across the globe, most of which are leased.
Item 3.
Legal Proceedings
Information in response to this Item is included in Part II, Item 8. “Note 13. Contingencies” and is incorporated by reference into Part I of this Annual Report on Form 10-K.
Item  4.
Mine Safety Disclosures
Not applicable.

17



PART II

Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed on the New York Stock Exchange and trades under the symbol DNB. We had 1,893 shareholders of record as of December 31, 2013.
The following table summarizes the high and low sales prices for our common stock, as reported in the periods shown:
 
2013
 
2012
 
High
 
Low
 
High
 
Low
First Quarter
$
85.28

 
$
78.17

 
$
86.50

 
$
75.17

Second Quarter
$
99.62

 
$
82.75

 
$
85.50

 
$
63.34

Third Quarter
$
107.91

 
$
98.00

 
$
84.36

 
$
68.62

Fourth Quarter
$
123.42

 
$
100.35

 
$
83.68

 
$
73.21

We paid quarterly dividends to our shareholders totaling $62.5 million, $69.0 million and $70.4 million during the years ended December 31, 2013, 2012 and 2011, respectively. In February 2014, we declared a dividend of $0.44 per share for the first quarter of 2014. This cash dividend will be payable on March 12, 2014 to shareholders of record at the close of business on February 25, 2014.
Issuer Purchases of Equity Securities
The following table provides information about purchases made by us or on our behalf during the quarter ended December 31, 2013 of shares of equity that are registered pursuant to Section 12 of the Exchange Act:
Period
Total Number of Shares Purchased (a)(b)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)(b)
 
Maximum Number of Currently Authorized Shares That May Yet Be Purchased Under the Plans or Programs (a)
 
Approximate Dollar Value of Currently Authorized Shares That May Yet Be Purchased Under the Plans or Programs (b)
 
(Dollar amounts in millions, except share data)
October 1 - 31, 2013
228,373

 
$
105.00

 
228,373

 

 
$

November 1 - 30, 2013
215,213

 
$
111.48

 
215,213

 

 
$

December 1 - 31, 2013
119,600

 
$
117.03

 
119,600

 

 
$

 
563,186

 
$
110.03

 
563,186

 
2,858,834

 
$
165.0


(a)
In May 2010, our Board of Directors approved a new four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and Employee Stock Purchase Plan. This program commenced in October 2010 and expires in October 2014. The maximum number of shares authorized for repurchase under this program is 5,000,000 shares, of which 2,141,166 shares had been repurchased as of December 31, 2013. During the three months ended December 31, 2013, we repurchased 63,599 shares of common stock for $7.0 million under this program.
(b)
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million share repurchase program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. We anticipate that the program will be completed around the middle of 2014. During the three months ended December 31, 2013, we repurchased 499,587 shares of common stock for $54.9 million.

18



FINANCIAL PERFORMANCE COMPARISON GRAPH*
SINCE DECEMBER 31, 2008
In accordance with SEC rules, the graph below compares the Company’s cumulative total shareholder return against the cumulative total return of the Standard & Poor’s 500 Index and a published industry index starting on December 31, 2008. Our past performance may not be indicative of future performance.

As an industry index, the Company chose the S&P 500 Commercial & Professional Services Index, a subset of the S&P 500 Index that includes companies that provide business-to-business services.

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG D&B, S&P 500 INDEX AND THE S&P 500 COMMERCIAL &
PROFESSIONAL SERVICES INDEX
*
Assumes $100 invested on December 31, 2008, and reinvestment of dividends.

19



 Item 6.      Selected Financial Data
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2010
 
2009
 
(Amounts in millions, except per share data)
Results of Operations:
 
 
 
 
 
 
 
 
 
Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

 
$
1,676.6

 
$
1,687.0

Costs and Expenses
1,218.1

 
1,230.9

 
1,333.7

 
1,267.5

 
1,222.5

Operating Income (1)
437.1

 
432.1

 
424.8

 
409.1

 
464.5

Non-Operating Income (Expense) - Net (2)
(41.1
)
 
(53.8
)
 
(56.7
)
 
(21.2
)
 
(32.0
)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates
396.0

 
378.3

 
368.1

 
387.9

 
432.5

Provision for Income Taxes (3)
135.5

 
83.1

 
109.2

 
137.9

 
112.1

Equity in Net Income of Affiliates
1.6

 
1.3

 
1.3

 
0.9

 
1.6

Net Income
262.1

 
296.5

 
260.2

 
250.9

 
322.0

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(3.6
)
 
(1.0
)
 
0.1

 
1.2

 
(2.6
)
Net Income Attributable to D&B
$
258.5

 
$
295.5

 
$
260.3

 
$
252.1

 
$
319.4

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

 
$
5.03

 
$
6.06

 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28

 
$
4.98

 
$
5.99

 
 
 
 
 
 
 
 
 
 
Other Data:
 
 
 
 
 
 
 
 
 
Weighted Average Number of Shares Outstanding - Basic
39.1

 
45.6

 
48.9

 
49.9

 
52.3

Weighted Average Number of Shares - Diluted
39.5

 
46.0

 
49.3

 
50.4

 
52.9

 
 
 
 
 
 
 
 
 
 
Cash Dividends Paid per Common Share
$
1.60

 
$
1.52

 
$
1.44

 
$
1.40

 
$
1.36

Cash Dividends Declared per Common Share
$
1.60

 
$
1.52

 
$
1.44

 
$
1.40

 
$
1.36

Other Comprehensive Income, Net of Tax:
 
 
 
 
 
 
 
 
 
Net Income (from above)
$
262.1

 
$
296.5

 
$
260.2

 
$
250.9

 
$
322.0

Foreign Currency Translation Adjustments, no Tax Impact
(35.6
)
 
17.1

 
(7.5
)
 
(0.3
)
 
43.2

Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
 
Prior Service Costs, Net of Tax Income (Expense) (4)
(5.6
)
 
(6.4
)
 
(5.8
)
 
0.9

 
18.1

Net Actuarial Gain (Loss), Net of Tax Income (Expense) (5)
154.4

 
(56.2
)
 
(116.6
)
 
(1.4
)
 
(28.5
)
Derivative Financial Instruments, Net of Tax Income (Expense) (6)

 
0.1

 
3.0

 

 
0.5

Comprehensive Income, Net of Tax
375.3

 
251.1

 
133.3

 
250.1

 
355.3

Less: Comprehensive Income (Loss) Attributable to the Noncontrolling Interest
(3.5
)
 
(1.0
)
 
1.4

 
0.8

 
(2.9
)
Comprehensive Income Attributable to D&B
$
371.8

 
$
250.1

 
$
134.7

 
$
250.9

 
$
352.4

 
 
 
 
 
 
 
 
 
 
Balance Sheet:
 
 
 
 
 
 
 
 
 
Total Assets
$
1,890.3

 
$
1,991.8

 
$
1,977.1

 
$
1,919.5

 
$
1,763.4

Long-Term Debt
$
1,516.0

 
$
1,290.7

 
$
963.9

 
$
972.0

 
$
961.8

Total D&B Shareholders' Equity (Deficit)
$
(1,048.4
)
 
$
(1,017.4
)
 
$
(743.9
)
 
$
(677.6
)
 
$
(769.0
)
Noncontrolling Interest
$
6.1

 
$
3.1

 
$
3.7

 
$
8.8

 
$
11.7

Total Equity (Deficit)
$
(1,042.3
)
 
$
(1,014.3
)
 
$
(740.2
)
 
$
(668.8
)
 
$
(757.3
)

(1)    Non-core gains and (charges) (a) included in Operating Income:
 
For the Years Ended December 31,
Gain (Charge):
2013
 
2012
 
2011
 
2010
 
2009
Restructuring Charges
$
(13.9
)
 
$
(29.4
)
 
$
(22.1
)
 
$
(14.8
)
 
$
(23.1
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
$
(7.4
)
 
$
(15.6
)
 
$

 
$

 
$

Impairments Related to Matters in China
$

 
$
(12.9
)
 
$

 
$

 
$

Impairment of Assets
$
(33.3
)
 
$

 
$
(3.3
)
 
$
(20.4
)
 
$
(3.0
)
Strategic Technology Investment or MaxCV
$

 
$
(30.3
)
 
$
(44.8
)
 
$
(36.5
)
 
$

Settlement of Legacy Pension Obligation
$

 
$

 
$
(5.1
)
 
$

 
$

(a)
See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).

20




(2)
Non-core gains and (charges) (a) included in Non-Operating Income (Expense) – Net:
 
For the Years Ended December 31,
Gain (Charge):
2013
 
2012
 
2011
 
2010
 
2009
Effect of Legacy Tax Matters
$
0.8

 
$
(14.8
)
 
$
(7.1
)
 
$
(0.4
)
 
$
1.0

Gain (Loss) on Sale of Businesses
$

 
$
6.1

 
$

 
$

 
$

Strategic Technology Investment or MaxCV
$

 
$

 
$

 
$
0.3

 
$

Gain on Disposal of North American Self Awareness Solutions business
$

 
$

 
$

 
$
23.1

 
$

Gain (Loss) on Sale of Investment
$

 
$

 
$
(11.4
)
 
$

 
$

One-Time Gain on Hedge of Purchase Price of Australian Acquisition
$

 
$

 
$

 
$
3.4

 
$

Settlement of Legacy Tax Matter Arbitration
$

 
$

 
$

 
$

 
$
4.1

Gain on Disposal of Italian Domestic Business
$

 
$

 
$

 
$

 
$
6.5

(a)
See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).
(3)
Non-core gains and (charges) (a) included in Provision for Income Taxes:
 
For the Years Ended December 31,
Tax Benefit (Cost):
2013
 
2012
 
2011
 
2010
 
2009
Restructuring Charges
$
3.6

 
$
10.7

 
$
7.9

 
$
5.2

 
$
8.4

Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
$
2.8

 
$
5.2

 
$

 
$

 
$

Gain (Loss) on Sale of Businesses
$

 
$
5.1

 
$

 
$

 
$

Impairment of Assets
$
6.2

 
$

 
$
1.2

 
$
7.6

 
$
1.2

Strategic Technology Investment or MaxCV
$

 
$
9.5

 
$
10.5

 
$
8.3

 
$

Settlement of Legacy Pension Obligation
$

 
$

 
$
1.9

 
$

 
$

Gain (Loss) on Investment
$

 
$

 
$
3.5

 
$

 
$

Tax Benefit on a Loss on the Tax Basis of a Legal Entity
$

 
$
15.4

 
$
8.5

 
$

 
$

Gain on Disposal of North American Self Awareness Solutions Business
$

 
$

 
$

 
$
(9.0
)
 
$

One-Time Gain on Hedge of Purchase Price of Australian Acquisition
$

 
$

 
$

 
$
(1.3
)
 
$

Reduction of a Deferred Tax Asset Resulting from the Healthcare Act of 2010
$

 
$

 
$

 
$
(13.0
)
 
$

Effect of Legacy Tax Matters
$
(0.8
)
 
$
27.8

 
$
12.0

 
$
13.3

 
$
(1.0
)
Settlement of Legacy Tax Matter Arbitration
$

 
$

 
$

 
$

 
$
(3.1
)
Benefits Derived From Worldwide Legal Entity Simplification
$

 
$

 
$

 
$

 
$
36.2

Gain on Disposal of Italian Domestic Business
$

 
$

 
$

 
$

 
$
3.5

(a)
See Item 7. included in this Annual Report on Form 10-K for definition of non-core gains and (charges).
(4)
Net of Tax Income (Expense) of $3.3 million, $3.1 million, $3.8 million, $(7.8) million and $(4.0) million during the years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively.
(5)
Net of Tax Income (Expense) of $(91.7) million, $27.2 million, $76.6 million, $15.2 million and $6.3 million during the years ended December 31, 2013, 2012, 2011, 2010 and 2009, respectively.
(6) Net of Tax Income (Expense) of $(1.9) million for the year ended December 31, 2012. No tax impact for the years ended December 31, 2013, 2011, 2010 or 2009.



21



Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations
How We Manage Our Business
For internal management purposes, we refer to “core revenue,” which we calculate as total operating revenue less the revenue of divested and other businesses. Core revenue is used to manage and evaluate the performance of our segments and to allocate resources because this measure provides an indication of the underlying changes in revenue in a single performance measure. Core revenue does not include reported revenue of divested and other businesses since they are not included in future revenue. There were no divestitures during the year ended December 31, 2013.
During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to Tokyo Shoko Research Ltd. (“TSR Ltd.”); (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Shanghai Roadway D&B Marketing Service Co. Ltd. (“Roadway”) business. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively. See Note 14 and Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.
During the year ended December 31, 2012, we also completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011. See Note 14 and Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.
We also isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both with and without the effects of foreign exchange. The change in our operating performance attributable to foreign currency rates is determined by converting both our prior and current periods by a constant rate. As a result, we monitor our core revenue growth both after and before the effects of foreign exchange. Core revenue growth excludes the effects of foreign exchange.
From time-to-time we have analyzed and we may continue to further analyze core revenue growth before the effects of foreign exchange among two components, “organic core revenue growth” and “core revenue growth from acquisitions.” We analyze “organic core revenue growth” and “core revenue growth from acquisitions” because management believes this information provides an important insight into the underlying health of our business. Core revenue includes the revenue from acquired businesses from the date of acquisition.
We evaluate the performance of our business segments based on segment revenue growth before the effects of foreign exchange, and segment operating income growth before certain types of gains and charges that we consider do not reflect our underlying business performance. Specifically, for management reporting purposes, we evaluate business segment performance “before non-core gains and charges” because such charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations. A recurring component of non-core gains and charges are our restructuring charges, which we believe do not reflect our underlying business performance. Such charges are variable from period-to-period based upon actions identified and taken during each period. Management reviews operating results before such non-core gains and charges on a monthly basis and establishes internal budgets and forecasts based upon such measures. Management further establishes annual and long-term compensation such as salaries, target cash bonuses and target equity compensation amounts based on performance before non-core gains and charges and a significant percentage weight is placed upon performance before non-core gains and charges in determining whether performance objectives have been achieved. Management believes that by eliminating non-core gains and charges from such financial measures, and by being overt to shareholders about the results of our operations excluding such charges, business leaders are provided incentives to recommend and execute actions that are in the best long-term interests of our shareholders, rather than being influenced by the potential impact a charge in a particular period could have on their compensation. See Note 14 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for financial information regarding our segments.
Similarly, when we evaluate the performance of our business as a whole, we focus on results (such as operating income, operating income growth, operating margin, net income, tax rate and diluted earnings per share) before non-core gains and charges because such non-core gains and charges are not a component of our ongoing income or expenses and/or may have a disproportionate positive or negative impact on the results of our ongoing underlying business operations and may drive behavior that does not ultimately maximize shareholder value. It may be concluded from our presentation of non-core gains and charges that the items that result in non-core gains and charges may re-occur in the future.

22



We monitor free cash flow as a measure of our business. We define free cash flow as net cash provided by operating activities minus capital expenditures and additions to computer software and other intangibles. Free cash flow measures our available cash flow for potential debt repayment, acquisitions, stock repurchases, dividend payments and additions to cash, cash equivalents and short-term investments. We believe free cash flow to be relevant and useful to our investors as this measure is used by our management in evaluating the funding available after supporting our ongoing business operations and our portfolio of product investments.
Free cash flow should not be considered as a substitute measure for, or superior to, net cash flows provided by operating activities, investing activities or financing activities. Therefore, we believe it is important to view free cash flow as a complement to the consolidated statements of cash flows.
In addition, we evaluate our North America Risk Management Solutions based on two metrics: (1) “subscription,” and “non-subscription,” and (2) “DNBi®” and “non-DNBi.” We define “subscription” as contracts that allow customers’ unlimited use. In these instances, we recognize revenue ratably over the term of the contract, which is generally one year and “non-subscription” as all other revenue streams. We define “DNBi” as our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis and “non-DNBi” as all other revenue streams. Management believes these measures provide further insight into our performance and growth of our North America Risk Management Solutions revenue.
Effective January 1, 2013, we began managing and reporting our North America Risk Management Solutions business as:

DNBi subscription plans - interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. DNBi subscription plans are contracts that allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract;

Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use. In these instances, we recognize revenue ratably over the term of the contract; and

Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

Management believes that these measures provide further insight into our performance and the growth of our North America Risk Management Solutions revenue. Therefore, we no longer report our Risk Management Solutions business on a traditional, value-added and supply management solutions basis for any segment.

Within our North America Sales & Marketing Solutions, we monitor the performance of our “Traditional” products and our “Value-Added” products.

Our Traditional Sales & Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales & Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.

Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&B Optimizer™ (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or “DaaS”) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.



23



The adjustments discussed herein to our results as determined under generally accepted accounting principles in the United States of America (“GAAP”) are among the primary indicators management uses as a basis for our planning and forecasting of future periods, to allocate resources, to evaluate business performance and, as noted above, for compensation purposes. However, these financial measures (e.g., results before non-core gains and charges and free cash flow) are not prepared in accordance with GAAP, and should not be considered in isolation or as a substitute for total revenue, operating income, operating income growth, operating margin, net income, tax rate, diluted earnings per share, or net cash provided by operating activities, investing activities and financing activities prepared in accordance with GAAP. In addition, it should be noted that because not all companies calculate these financial measures similarly, or at all, the presentation of these financial measures is not likely to be comparable to measures of other companies.
See “Results of Operations” below for a discussion of our results reported on a GAAP basis.
Overview
On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):

North America (which consists of our operations in the U.S. and Canada);

Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

Europe and Other International Markets (which primarily consists of our operations in the U.K., the Netherlands, Belgium, Latin America and European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:

North America (which consisted of our operations in the U.S. and Canada);

Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
The financial statements of our subsidiaries outside North America reflect a fiscal year ended November 30 to facilitate the timely reporting of our consolidated financial results and consolidated financial position.
The following table presents the contribution by segment to total revenue and core revenue:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Total Revenue:
 
 
 
 
 
North America
74
%
 
74
%
 
71
%
Asia Pacific
11
%
 
12
%
 
15
%
Europe and Other International Markets
15
%
 
14
%
 
14
%
Core Revenue:
 
 
 
 
 
North America
74
%
 
74
%
 
75
%
Asia Pacific
11
%
 
11
%
 
10
%
Europe and Other International Markets
15
%
 
15
%
 
15
%

24



The following table presents contributions by customer solution set to total revenue and core revenue:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Total Revenue by Customer Solution Set (1):
 
 
 
 
 
Risk Management Solutions
63
%
 
63
%
 
61
%
Sales & Marketing Solutions
37
%
 
36
%
 
33
%
Core Revenue by Customer Solution Set:
 
 
 
 
 
Risk Management Solutions
63
%
 
64
%
 
65
%
Sales & Marketing Solutions
37
%
 
36
%
 
35
%
(1)
Our Divested and Other Businesses contributed 1% and 6% to our total consolidated revenue for each of the years ended December 31, 2012 and 2011, respectively. See Note 14 and Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.
Our customer solution sets are discussed in greater detail in “Item 1. Business” of this Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
In preparing our consolidated financial statements and accounting for the underlying transactions and balances reflected therein, we have applied the significant accounting policies described in Note 1 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K. Of those policies, we consider the policies described below to be critical because they are both most important to the portrayal of our financial condition and results, and they require management’s subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.
If actual results in a given period ultimately differ from previous estimates, the actual results could have a material impact on such period.
We have discussed the selection and application of our critical accounting policies and estimates with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed the disclosure regarding critical accounting policies and estimates as well as the other sections in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Pension and Postretirement Benefit Obligations
Through June 30, 2007, we offered to substantially all of our U.S.-based employees coverage under a defined benefit plan called The Dun & Bradstreet Corporation Retirement Account (“U.S. Qualified Plan”). The U.S. Qualified Plan covered active and retired employees. The benefits to be paid upon retirement are based on a percentage of the employee’s annual compensation. The percentage of compensation allocated annually to a retirement account ranged from 3% to 12.5% based on age and service. Amounts allocated under the U.S. Qualified Plan also receive interest credits based on the 30-year Treasury rate or equivalent rate published by the Internal Revenue Service. Pension costs are determined actuarially and funded in accordance with the Internal Revenue Code. During 2010, in conjunction with a determination letter review, we updated certain portions of the U.S. Qualified Plan’s cash balance pay credit scale, along with the minimum interest crediting rate, retroactive to January 1, 1997, to ensure that the plan complies with the accrual rules in the Internal Revenue Code. We received a favorable determination letter for the U.S. Qualified Plan in October 2010 in conjunction with these changes.

We also maintain supplemental and excess plans in the United States (“U.S. Non-Qualified Plans”) to provide additional retirement benefits to certain key employees of the Company. These plans are unfunded, pay-as-you-go plans. The U.S. Qualified Plan and the U.S. Non-Qualified Plans account for approximately 70% and 14% of our pension obligation, respectively, at December 31, 2013. Effective June 30, 2007, we amended the U.S. Qualified Plan and one of the U.S. Non-Qualified Plans, known as the U.S. Pension Benefit Equalization Plan (“PBEP”). Any pension benefit that had been accrued through such date under the two plans was “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan and the PBEP. Our employees in certain of our international operations are also provided with retirement benefits through defined benefit plans, representing the remaining balance of our pension obligations.

We also provide various health care benefits for retirees. U.S. based employees, hired before January 1, 2004, who retire with 10 years of vesting service after age 45, are eligible to receive benefits. Postretirement benefit costs and obligations are

25



determined actuarially. During the first quarter of 2010, we eliminated company-paid life insurance benefits for retirees and modified our sharing with retirees of the Retiree Drug Subsidy that we expect to receive. Effective July 1, 2010, we elected to convert the current prescription drug program for retirees over 65 to a group-based company sponsored Medicare Part D program, or Employer Group Waiver Plan (“EGWP”). Under this change, in 2013, we started to use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions.
The key assumptions used in the measurement of the pension and postretirement obligations and net periodic pension and postretirement costs are:
Expected long-term rate of return on pension plan assets, which is based on a target asset allocation as well as expected returns on asset categories of plan investments;
Discount rate, which is used to measure the present value of pension plan obligations and postretirement health care obligations. The discount rates are derived using a yield curve approach which matches projected plan benefit payment streams with bond portfolios, reflecting actual liability duration unique to our plans;
Rates of compensation increase and cash balance accumulation/conversion rates, which are based on an evaluation of internal plans and external market indicators; and
Health care cost trends, which are based on historical cost data, the near-term outlook and an assessment of likely long-term trends.
We believe that the assumptions used are appropriate, though changes in these assumptions would affect our pension and other postretirement benefit costs. The factor with the most immediate impact on the consolidated financial statements is a change in the expected long-term rate of return on pension plan assets for the U.S. Qualified Plan. For 2014, we will use an expected long-term rate of return of 7.75%. This assumption was 7.75% in each of the years 2013 and 2012, and 8.25% in 2011. The 7.75% assumption represents our best estimate of the expected long-term future investment performance of the U.S. Qualified Plan, after considering expectations for future capital market returns and the plan’s asset allocation. As of December 31, 2013, the U.S. Qualified Plan was 55% invested in publicly traded equity securities, 42% invested in debt securities and 3% invested in real estate investments. One-quarter-percentage-point increase or decrease in the long-term rate of return increases or reduces our annual operating income by approximately $3 million by increasing or reducing our net periodic pension income.
Based on factors (discussed above), the discount rate is adjusted at each remeasurement date while other assumptions are reviewed annually. Changes in the discount rate, rate of compensation increase and cash balance accumulation/conversion rates do not have a significant effect on our annual operating income primarily as a result of freezing the pension benefits related to our U.S. Qualified Plan (discussed above). The discount rate used to determine pension cost for our U.S. pension plans was 3.54%, 4.05% and 5.06% for 2013, 2012 and 2011, respectively. For 2014, we increased the discount rate to 4.44% from 3.54% for all our U.S. pension plans.
Differences between the assumptions stated above and actual experience could affect our pension and other postretirement benefit costs. When actual plan experience differs from the assumptions used, actuarial gains or losses arise. These gains and losses are aggregated and amortized generally over the average future service periods or life expectancy of plan participants to the extent that such gains or losses exceed a “corridor.” The purpose of the corridor is to reduce the volatility caused by the difference between actual experience and the pension-related assumptions noted above, on a plan-by-plan basis. For all of our pension plans, total actuarial losses that have not been recognized in our pension costs as of December 31, 2013 and 2012 were $920.3 million and $1,171.6 million, respectively, of which $703.0 million and $913.3 million, respectively, were attributable to the U.S. Qualified Plan, $95.6 million and $127.9 million, respectively, were attributable to the U.S. Non-Qualified Plans, and the remainder was attributable to the non-U.S. pension plans. See discussion in Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K. We expect to recognize a portion of such losses in our 2014 net periodic pension cost of $26.9 million, $5.3 million and $3.5 million for the U.S. Qualified Plan, U.S. Non-Qualified Plans and non-U.S. plans, respectively, compared to $32.8 million, $7.2 million and $3.8 million, respectively, in 2013. The lower amortization of actuarial loss in 2014 for the U.S. Qualified plan, which will be included in our pension cost in 2014, is primarily due to a higher discount rate and lower unrecognized actuarial loss subject to amortization in 2014 as result of the investment gains in 2013.
Differences between the expected long-term rate of return assumption and actual experience could affect our net periodic pension cost. For our pension plans, we recorded net pension periodic cost of $24.9 million, $17.7 million and $7.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. A major component of the net pension periodic cost is the expected return on plan assets, which was $94.1 million, $99.3 million and $110.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The expected return on plan assets was determined by multiplying the expected long-term

26



rate of return assumption by the market-related value of plan assets. The market-related value of plan assets recognizes asset gains and losses over five years to reduce the effects of short-term market fluctuations on net periodic cost. For our pension plans we recorded: (i) for the year ended December 31, 2013, a total investment gain of $178.1 million which was comprised of a gain of $156.3 million in our U.S. Qualified Plan and a gain of $21.8 million in our non-U.S. plans, (ii) for the year ended December 31, 2012, a total investment gain of $128.1 million which was comprised of a gain of $113.4 million in our U.S. Qualified Plan and a gain of $14.7 million in our non-U.S. plans; and (iii) for the year ended December 31, 2011, a total investment gain of $39.3 million which was comprised of a gain of $27.7 million in our U.S. Qualified Plan and a gain of $11.6 million in our non-U.S. plans. At January 1, 2014, the market-related value of plan assets of our U.S. Qualified Plan and the non-U.S. plans was $1,148.9 million and $242.9 million, respectively, compared with the fair value of its plan assets of $1,200.5 million and $251.2 million, respectively.
Changes in the funded status of our pension plans could result in fluctuation in our shareholders’ equity (deficit). We are required to recognize the funded status of our benefit plans as a liability or an asset, on a plan-by-plan basis with an offsetting adjustment to Accumulated Other Comprehensive Income (“AOCI”), in our shareholders’ equity (deficit), net of tax. Accordingly, the amounts recognized in equity represent unrecognized gains/losses and prior service costs. These unrecognized gains/losses and prior service costs are amortized out of equity (deficit) based on an actuarial calculation during each period. Gains/losses and prior service costs that arise during the year are recognized as a component of Other Comprehensive Income (“OCI”) which is then reflected in AOCI. As a result, we recorded net income of $148.9 million and a net loss of $62.6 million in OCI, net of applicable tax, in the years ended December 31, 2013 and 2012, respectively. The higher income in 2013 was primarily due to improved funded status driven by better asset performance in 2013 for our U.S. Qualified Plan and higher discount rate at December 31, 2013 for our U.S. Qualified Plan and U.S. Non-Qualified Plan. Net funded status for our global pension plans was a deficit of $375.9 million at December 31, 2013 compared to $653.3 million at December 31, 2012. The funded status for our U.S. Qualified Plan was a deficit of $84.8 million at December 31, 2013 compared to a deficit of $315.7 million at December 31, 2012.
For information on pension and postretirement benefit plan contribution requirements, please see “Future Liquidity-Sources and Uses of Funds-Pension Plan and Postretirement Benefit Plan Contribution Requirements.” See Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for more information regarding costs of, and assumptions for, our pension and postretirement benefit obligations and costs.
Income Taxes and Tax Contingencies
We are subject to income taxes in the U.S. and many foreign jurisdictions. In determining our consolidated provision for income taxes for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense.
In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.

27



Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows.
Revenue Recognition
Application of the various accounting principles in GAAP related to the measurement and recognition of revenue requires us to make judgments and estimates. Specifically, complex arrangements with non-standard terms and conditions may require significant contract interpretation to determine the appropriate accounting, including whether the deliverables specified in a multiple-element arrangement should be treated as separate units of accounting. Other significant judgments include determining whether we are acting as the principal in a transaction and whether separate contracts are considered part of one arrangement. We also use judgment to assess whether collectability is reasonably assured before we recognize any revenue. We base our judgment on the creditworthiness of the customer, their historical payment experience and the market and economic conditions affecting the customer.
Total consideration in multiple-element arrangements is allocated to each deliverable based on relative selling price at the inception of the arrangements and does not change. We determine the estimated selling price for each deliverable using the selling price hierarchy (vendor-specific objective evidence of selling price, third-party evidence of selling price, and best estimated selling price). We review estimated selling prices used in this hierarchy on a quarterly basis and update as required. As a result, the allocation of total consideration in future new multiple-element arrangements with the same deliverables can change.
Goodwill and Other Indefinite-Lived Intangible Assets
Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually, and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value.
We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment which is a business and for which discrete financial information is available and reviewed by a segment manager. At December 31, 2013, our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Greater China, Asia Partnerships, Australia and India.
We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). As of our most recent impairment analysis, the current year EBITDA multiples used to determine the individual reporting unit's fair value range from 9 to 12. For the income approach, we use projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit could include revenue growth, profit margins, terminal value, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. For our 2013 year-end impairment analysis, we also applied the income approach to determine fair value for certain reporting units. The discount rates used to determine the individual reporting unit's fair value range from 10% to 15%.
In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense.
Our determination of current year EBITDA multiples are sensitive to the risk of future variances due to market conditions as well as business unit execution risks. Management assesses the relevance and reliability of the multiples by considering factors unique to its reporting units, including recent operating results, business plans, economic projections, anticipated future cash flows and other data. EBITDA multiples can also be significantly impacted by the future growth

28



opportunities for the reporting unit as well as for the Company itself, general market and geographic sentiment and pending or recently completed merger transactions.
Consequently, if future results fall below our forward-looking projections for an extended period of time, the results of future impairment tests could indicate that impairment exists. Although we believe the multiples of current year EBITDA in our market approach make reasonable assumptions about our business, a significant increase in competition or reduction in our competitive capabilities could have a significant adverse impact on our ability to retain market share and thus on the projected values included in the market approach used to value our reporting units.
As a reasonableness check, we reconcile the estimated fair values derived in the valuations for the total Company based on the individual reporting units to our total enterprise value (calculated by multiplying the closing price of our common stock on December 31, 2013 by the number of shares outstanding at that time, adjusted for the value of the Company's debt).
At December 31, 2013, each of our reporting units had a fair value of at least 20% in excess of its carrying value.
The allocated goodwill by reportable segment is as follows:
(in millions)
 
Number of Reporting Units
 
As of December 31, 2013
 
As of December 31, 2012
North America
 
1
 
$
265.1

 
$
266.5

Asia Pacific
 
4
 
210.2

 
233.9

Europe and Other International Markets
 
4
 
113.8

 
110.7

 
 
 
 
$
589.1

 
$
611.1

For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets.
No impairment charges related to goodwill and indefinite-lived intangibles have been recognized for the fiscal years ended December 31, 2013, 2012 and 2011.
Recently Issued Accounting Standards
See Note 2 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for disclosure of the impact that recent accounting standards may have on our audited consolidated financial statements.
Results of Operations
The following discussion and analysis of our financial condition and results of operations are based upon the consolidated financial statements and should be read in conjunction with the consolidated financial statements and related notes set forth in Item 8. of this Annual Report on Form 10-K, which have been prepared in accordance with GAAP.
Consolidated Revenue
The following table presents our core and total revenue by segment:

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Revenue:
 
 
 
 
 
North America
$
1,233.9

 
$
1,225.6

 
$
1,238.1

Asia Pacific
179.3

 
176.8

 
164.8

Europe and Other International Markets
242.0

 
241.9

 
243.4

Core Revenue
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses

 
18.7

 
112.2

Total Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5


29



The following table presents our core and total revenue by customer solution set:
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Revenue:
 
 
 
 
 
Risk Management Solutions
$
1,046.0

 
$
1,047.6

 
$
1,074.5

Sales & Marketing Solutions
609.2

 
596.7

 
571.8

Core Revenue
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses

 
18.7

 
112.2

Total Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Total revenue decreased $7.8 million, or 1% (flat before the effect of foreign exchange), for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decrease in total revenue was driven by a decrease in Asia Pacific total revenue of $16.2 million, or 8% (5% decrease before the effect of foreign exchange), partially offset by an increase in North America total revenue of $8.3 million, or 1% (both before and after the effect of foreign exchange), and an increase in Europe and Other International Markets total revenue of $0.1 million, or flat (both before and after the effect of foreign exchange).
Asia Pacific total revenue was negatively impacted by: (a) the divestiture of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations, during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses.
Core revenue, which reflects total revenue less revenue from Divested and Other Businesses, increased $10.9 million, or 1% (both before and after the effect of foreign exchange), for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase in core revenue is primarily attributed to:
Increased purchases from new and existing customers including revenue from new products (e.g., Data.com, D&B Direct, and Compliance Check); and
Increased spend by new and existing customers as a result of their need to integrate D&B data (e.g., Optimizer);
partially offset by:

The carry-over from the weak sales performance in North America in prior quarters due to the ratable nature of Risk Management Solutions revenue.
Customer Solution Sets
On a customer solution set basis, core revenue reflects:
A $1.6 million, or less than 1% decrease (1% increase before the effect of foreign exchange), in Risk Management Solutions. The decrease was driven by a decrease in revenue in North America of $7.4 million, or 1% (both before and after the effect of foreign exchange), and a decrease in revenue in Europe and Other International Markets of $1.2 million, or 1% (both before and after the effect of foreign exchange), partially offset by an increase in revenue in Asia Pacific of $7.0 million, or 5%, (9% increase before the effect of foreign exchange); and
A $12.5 million, or 2% increase (both before and after the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in North America of $15.7 million, or 3% (both before and after the effect of foreign exchange), and an increase in revenue in Europe and Other International Markets of $1.3 million, or 3% (4% increase before the effect of foreign exchange); partially offset by a decrease in revenue in Asia Pacific of $4.5 million, or 15% (13% decrease before the effect of foreign exchange).
Year Ended December 31, 2012 vs. Year Ended December 31, 2011
Total revenue decreased $95.5 million, or 5% (both before the effect of foreign exchange), for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The decrease in total revenue was primarily driven by a decrease in Asia Pacific total revenue of $72.8 million, or 27% (both before and after the effect of foreign exchange), a decrease in North

30



America total revenue of $21.2 million, or 2% (both before and after the effect of foreign exchange) and a decrease in Europe and Other International Markets total revenue of $1.5 million, or 1% (3% increase before the effect of foreign exchange).
Asia Pacific total revenue was negatively impacted by: (a) the divestiture of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations, during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses partially offset by the acquisition of MicroMarketing.
North America total revenue was negatively impacted by the divestiture of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated and (iii) a small supply management company during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses.
Core revenue, which reflects total revenue less revenue from Divested and Other Businesses, decreased $2.0 million, or less than 1% (1% increase before the effect of foreign exchange), for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The decrease in core revenue is primarily attributed to:

Lower revenue in the North America risk business from non-DNBi subscription products, projects and DNBi modules due to budget constraints as customers continue to manage their spending in the current economic climate;

partially offset by:

Growth in Sales & Marketing products, including Optimizer and our Data as a Service or “DaaS” offerings (e.g., D&B360);

An increase in revenue as a result of the acquisition of MicroMarketing, which we consolidated in the fourth quarter of 2011; and

Increased collections revenue in our Australia market, primarily due to recovery from the prior year's natural disasters, which slowed-down collection activity in 2011.

Customer Solution Sets
On a customer solution set basis, core revenue reflects:

A $26.9 million, or 3% decrease (2% decrease before the effect of foreign exchange), in Risk Management Solutions. The decrease was driven by a decrease in revenue in North America of $29.1 million, or 4% (both before and after the effect of foreign exchange), and a decrease in revenue in Europe and Other International Markets of $0.8 million, or less than 1% (4% increase before the effect of foreign exchange), partially offset by an increase in revenue in Asia Pacific of $3.0 million, or 2% (3% increase before the effect of foreign exchange); and

A $24.9 million, or 4% increase (5% increase before the effect of foreign exchange), in Sales & Marketing Solutions. The increase was driven by an increase in revenue in North America of $16.6 million, or 3% (both before and after the effect of foreign exchange) and an increase in revenue in Asia Pacific of $9.0 million, or 45% (52% increase before the effect of foreign exchange), partially offset by a decrease in Europe and Other International Markets of $0.7 million, or 2% (1% increase before the effect of foreign exchange).

Recent Developments
Shanghai Roadway D&B Marketing Services Co. Ltd.
On March 18, 2012, we announced we had temporarily suspended our Roadway operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act ("FCPA") and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission ("SEC") and the United States Department of Justice ("DOJ") to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.

31



On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment for four former Roadway employees. A fifth former Roadway employee was separated from the case.
For the year ended December 31, 2013, we incurred $7.4 million of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred $13.5 million of legal and other professional fees and $2.1 million in local shut-down costs, as well as an impairment charge of $12.9 million related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had $5.4 million of revenue and $14.5 million of operating loss. D&B acquired Roadway’s operations in 2009, and for 2011 Roadway accounted for approximately $22 million in revenue and $2 million in operating income.
We are presently unable to predict the duration, scope or result of the Audit Committee’s investigation, of any investigations by the SEC, or the DOJ, or any other U.S. or foreign governmental authority, or whether any such authority will commence any legal action against us. The SEC and the DOJ have a broad range of civil and criminal sanctions available to them under the FCPA and other laws and regulations including, but not limited to, injunctive relief, disgorgement, fines, penalties, modifications to business practices, including the termination or modification of existing business relationships and the imposition of compliance programs and the retention of a monitor to oversee compliance with the FCPA. These investigations could ultimately result in penalties or other payments by us. In connection with the wind down of the Roadway operations, we believe we may incur additional cash expenditures for severance, lease payments and other costs.
Cyber-Attack on Information Technology
In 2013, we learned that we were one of several victims of a sophisticated cyber-attack.  At this time, we do not believe that the cyber-attack will have a material adverse impact on our business or financial results. It is possible, however, that this incident, or similar incidents that we have been, continue to be, or in the future may be subjected to, could have the material adverse effects on our business and financial results, as are described in our Risk Factors disclosure in Item 1A of Part I of this Annual Report on Form 10-K.
Consolidated Operating Costs
The following table presents our consolidated operating costs and operating income:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Operating Expenses
$
550.5

 
$
521.0

 
$
587.1

Selling and Administrative Expenses
582.5

 
602.2

 
643.4

Depreciation and Amortization
71.2

 
78.3

 
81.1

Restructuring Charge
13.9

 
29.4

 
22.1

Operating Costs
$
1,218.1

 
$
1,230.9

 
$
1,333.7

Operating Income
$
437.1

 
$
432.1

 
$
424.8

Operating Expenses
Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Operating expenses increased $29.5 million, or 6%, for the year ended December 31, 2013, compared to the year ended December 31, 2012. The increase was primarily due to the following:
Impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our China Trade Portal ("Portal") asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product;
Increased investments in data analytics and technology; and
An increase in costs for the deployment of our data supply chain, primarily in the first half of 2013;

32



partially offset by:
Costs that occurred in the prior year period which were associated with our then non-recurring Strategic Technology Investment or MaxCV; and
Lower costs as a result of: (a) the divestiture of the domestic portion of our Japanese operations to TSR Ltd.; and (b) the shut-down of our Roadway operations.
Year Ended December 31, 2012 vs. Year Ended December 31, 2011
Operating expenses decreased $66.1 million, or 11%, for the year ended December 31, 2012, compared to the year ended December 31, 2011. The decrease was primarily due to the following:

Lower costs as a result of: (a) the divestiture of (i) the domestic portion of our Japanese operations to TSR Ltd.; and (ii) our market research business in China, consisting of two joint venture companies, and (b) the shut-down of our Roadway operations; and

Lower compensation costs.
Selling and Administrative Expenses
Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Selling and administrative expenses decreased $19.7 million, or 3%, for the year ended December 31, 2013, compared to the year ended December 31, 2012. The decrease was primarily due to the following:
Lower costs related to legal fees and other shut-down expenses associated with matters in China (see “Recent Developments” discussed above and in Note 13 to the consolidated financial statements in Item 8. of this Annual Report on Form 10-K); and
Lower costs as a result of: (a) the divestiture of the domestic portion of our Japanese operations to TSR Ltd.; and (b) the shut-down of our Roadway operations;

partially offset by:

Higher costs associated with sales force related investments.
Year Ended December 31, 2012 vs. Year Ended December 31, 2011
Selling and administrative expenses decreased $41.2 million, or 6%, for the year ended December 31, 2012, compared to the year ended December 31, 2011. The decrease was primarily due to the following:

Lower costs as a result of: (a) the divestiture of (i) the domestic portion of our Japanese operations to TSR Ltd.; and (ii) our market research business in China, consisting of two joint venture companies; and (b) the shut-down of our Roadway operations; and

Lower compensations costs;

partially offset by:

Legal fees and other shut-down expenses associated with matters in China (see “Recent Developments” discussed above and Note 13 to the consolidated financial statements in Item 8. of this Annual Report on Form 10-K).

33



Matters Impacting Both Operating Expenses and Selling and Administrative Expenses
Pension, Postretirement and 401(k) Plan
For our pension plans globally, we had a net pension periodic cost of $24.9 million, $17.7 million and $7.1 million for the years ended December 31, 2013, 2012 and 2011, respectively. The increase in the pension cost was due to the following:
Expected return on plan assets is a major component of the net pension periodic cost. Expected return on plan assets included in annual pension expense for all global plans was $94.1 million, $99.3 million and $110.4 million for the years ended December 31, 2013, 2012 and 2011, respectively. The expected return on plan assets was determined by multiplying the expected long-term rate of return assumption by the market-related value of plan assets. The market-related value of plan assets recognizes asset gains and losses over five years to reduce the effects of short-term market fluctuations on net periodic cost. The decrease of expected return on plan assets was primarily due to lower market-related value of plan assets driven by the asset loss incurred in 2008.
Actuarial loss amortization included in annual pension expense was also a major factor in driving the pension costs to fluctuate from year-to-year. Actuarial loss amortization was largely impacted by the discount rate, amortization period and plan experience. The lower the discount rate, the higher the loss amortization. Actuarial loss amortization included in annual pension expense for all global plans was $43.7 million, $35.6 million and $26.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, of which $39.9 million, $33.3 million and $24.5 million were attributable to our U.S. plans for the years ended December 31, 2013, 2012 and 2011, respectively. Higher actuarial loss amortization in the U.S. plans was primarily due to lower discount rates applied to our plans at January 1, 2013 and higher actuarial losses subject to amortization. The discount rate used to measure the pension costs for our U.S. plans for the years ended December 31, 2013, 2012 and 2011 was 3.54%, 4.05% and 5.06%, respectively.
The increase in actuarial loss amortization was substantially offset by lower interest cost, a component of net periodic pension costs. Interest cost included in the net periodic pension costs was $70.2 million, $75.2 million and $85.0 million for the years ended December 31, 2013, 2012 and 2011, respectively, of which $58.5 million, $63.8 million and $73.0 million were attributable to our U.S. plans for the years ended December 31, 2013, 2012 and 2011, respectively. The decrease in interest cost for our U.S. plans was due to lower discount rates.
We expect that the net pension cost in 2014 will be approximately $18 million for all of our global pension plans, of which approximately $13 million and $5 million will be attributable to the U.S. plans and non-U.S. plans, respectively. This compares to a net pension cost of $24.9 million in 2013, of which $18.1 million and $6.8 million was attributable to the U.S. plans and non-U.S. plans, respectively. For our U.S. plans, the decrease in pension cost in 2014 is primarily driven by higher expected return on plan assets, a component of pension cost. Higher expected return on plan assets is primarily due to higher market-related value of plan assets. Lower actuarial losses amortization in 2014 will be substantially offset by higher interest cost, both driven by a higher discount rate. The discount rate applied to our U.S. plans at January 1, 2014 is 4.44%, a 90 basis points increase from the 3.54% discount rate used for 2013.
We had postretirement benefit income of $9.1 million, $11.0 million and $11.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. Lower income in 2013 compared to 2012 and 2011 was primarily due to lower amortization of actuarial gain and lower prior service credits. Lower amortization of prior service cost credits was because one of the major credits was in the final year of amortization and the outstanding balance was less than prior year’s amortization. The credit being fully amortized in 2013 was established in late 2009 as a result of the elimination of the company-paid retiree life insurance benefits and a change in the sharing methodology, where D&B will only share the minimum amount of subsidy required to maintain actuarial equivalence for as long as possible. This plan change was approved in December 2009 and reduced our accumulated postretirement obligation by approximately $20 million at December 31, 2009, which was amortized over four years. Lower amortization of actuarial gain was primarily due to a lower discount rate applied to our postretirement benefit plan at January 1, 2013. The discount rate used to measure the postretirement benefit costs for our postretirement benefit plan for the years ended December 31, 2013, 2012 and 2011 was 2.59%, 3.17% and 3.47%, respectively.
We expect postretirement benefit income will be approximately $1 million in 2014. Our lower income in 2014 is primarily due to lower amortization of prior service credits because one of the major credits is in the final year of amortization and the outstanding balance is less than prior year’s amortization. Effective July 1, 2010, in connection with the Health Care and Education Reconciliation Act of 2010, we converted the then current prescription drug program for retirees over 65 to a group-based company sponsored Medicare Part D program, or EGWP. Beginning in 2013, we use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions. As a result, we reduced our accumulated postretirement obligation by $21 million in the third quarter of 2010, which was amortized over approximately four years.

34



Both plan changes were accounted for as plan amendments under ASC 715-60-35, “Compensation-Retirement Benefits.”
We had expense associated with our 401(k) Plan of $8.5 million, $13.6 million and $15.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The decrease in expense in 2013 from 2012 and 2011 was due to a discretionary Company contribution of $5.3 million and $7.8 million in 2012 and 2011, respectively, which did not recur in 2013.
We consider net pension cost and postretirement benefit income to be part of our compensation costs, and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs. See the discussion of “Our Critical Accounting Policies and Estimates-Pension and Postretirement Benefit Obligations,” above, and Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.
Stock-Based Compensation
For the years ended December 31, 2013, 2012 and 2011, we recognized total stock-based compensation expense (e.g., stock options, restricted stock, etc.) of $8.7 million, $10.6 million and $12.4 million, respectively.
For the years ended December 31, 2013, 2012 and 2011, we recognized expense associated with our stock option programs of $1.7 million, $3.8 million, and $4.1 million, respectively. The decrease for the year ended December 31, 2013 as compared to the year ended December 31, 2012 was primarily due to changes in our 2013 executive compensation program where the annual grants of stock options were replaced by grants of longer-term performance based restricted stock units. The decrease for the year ended December 31, 2012 as compared to the year ended December 31, 2011 was primarily due to a decrease in the fair value of the stock options issued over the past several years.
For the years ended December 31, 2013, 2012 and 2011, we recognized expense associated with our restricted stock units, restricted stock and restricted stock opportunity programs of $6.3 million, $6.1 million and $7.5 million, respectively. The increase for the year ended December 31, 2013 as compared to the year ended December 31, 2012 was primarily due to changes in our 2013 executive compensation program where more emphasis was placed on grants of longer-term performance based restricted stock units, offset by higher forfeitures associated with terminated employees. The decrease for the year ended December 31, 2012 as compared to the year ended December 31, 2011 was primarily due to lower expense as a result of below target performance under the restricted stock opportunity program as well as higher forfeitures associated with terminated employees.
For the years ended December 31, 2013, 2012 and 2011, we recognized expense associated with our Employee Stock Purchase Plan (“ESPP”) of $0.7 million, $0.7 million and $0.8 million, respectively.
We consider these costs to be part of our compensation costs and, therefore, they are included in operating expenses and in selling and administrative expenses, based upon the classifications of the underlying compensation costs.
Depreciation and Amortization
Depreciation and amortization decreased $7.1 million, or 9%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. This decrease was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
Depreciation and amortization decreased $2.8 million, or 4%, for the year ended December 31, 2012 as compared to the year ended December 31, 2011. This decrease was primarily driven by the shut-down of our Roadway operations, the divestiture of our market research business in China, consisting of two joint venture companies and the divestiture of AllBusiness.com, Inc.

35



Restructuring Charge
Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for costs associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.
During the year ended December 31, 2013, we recorded a $13.9 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $8.2 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 160 employees were impacted. Of these 160 employees, approximately 140 employees exited the Company in 2013 and approximately 20 employees will exit the Company in 2014. The cash payments for these employees will be substantially completed by the second quarter of 2014; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities and impairments of $5.7 million.
During the year ended December 31, 2012, we recorded a $29.4 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.7 million and $5.0 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately 765 employees were impacted. Of these 765 employees, approximately 690 employees exited the Company in 2012 and approximately 75 employees exited the Company in 2013. The cash payments for these employees were substantially completed by the third quarter of 2013; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $6.7 million.
During the year ended December 31, 2011, we recorded a $22.1 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.5 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 400 employees were impacted. Of these 400 employees, approximately 305 employees exited the Company in 2011 and approximately 95 employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and

Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $4.6 million.


36



Interest Income (Expense) – Net
The following table presents our “Interest Income (Expense) – Net:"
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Interest Income
$
1.3

 
$
0.8

 
$
1.5

Interest Expense
(40.7
)
 
(39.5
)
 
(37.0
)
Interest Income (Expense) - Net
$
(39.4
)
 
$
(38.7
)
 
$
(35.5
)
Interest income increased $0.5 million, or 48%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase in interest income was primarily attributable to higher average amounts of invested cash. Interest income decreased $0.7 million, or 42%, for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The decrease in interest income was primarily attributable to lower average interest rates.
Interest expense increased $1.2 million, or 3%, for the year ended December 31, 2013 as compared to the year ended December 31, 2012. The increase in interest expense was primarily attributable to higher amounts of average debt outstanding. Interest expense increased $2.5 million, or 7%, for the year ended December 31, 2012 as compared to the year ended December 31, 2011. The increase in interest expense was primarily attributable to higher amounts of average debt outstanding.



Other Income (Expense) – Net
The following table presents our “Other Income (Expense) – Net:”
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Effect of Legacy Tax Matters (a)
$
0.8

 
$
(14.8
)
 
$
(7.1
)
Gain (Loss) on Sale of Businesses (b)

 
6.1

 

Loss on Investment (c)

 

 
(11.4
)
Miscellaneous Other Income (Expense) - Net (d)
(2.5
)
 
(6.4
)
 
(2.7
)
Other Income (Expense) - Net
$
(1.7
)
 
$
(15.1
)
 
$
(21.2
)
 
(a)
During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004.
(b)
During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies.
(c)
During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.
(d)
Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation.
Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation.

37



Provision for Income Taxes
Effective Tax Rate for the Year Ended December 31, 2011
29.7
 %
Impact of Legacy Tax Matters
(2.9
)
Impact of Loss on Investment
(1.5
)
Impact of Income Earned in Jurisdictions with Lower Tax Rates
(2.2
)
Other
(1.1
)
Effective Tax Rate for the Year Ended December 31, 2012
22.0
 %
Impact of Loss on Investment (1)
5.3

Impact of Legacy Tax Matters (2)
7.3

Impact of Losses in Jurisdictions with Lower Tax Rates
1.3

Impact of Change in State Tax Rates
(1.5
)
Other
(0.2
)
Effective Tax Rate for the Year Ended December 31, 2013
34.2
 %
(1) Impact includes a non-recurring investment loss that occurred in the prior year.
(2) Impact includes a release of uncertain tax positions that occurred in the prior year.
We expect our tax rate from ongoing operations to have a beneficial impact beginning 2015 as earnings increase from operations in lower tax rate jurisdictions.

38



Earnings per Share
We assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. We did not have any weighted average restricted shares outstanding for the year ended December 31, 2013. The weighted average restricted shares outstanding were 11,658 shares and 66,495 shares for the years ended December 31, 2012 and 2011, respectively.
We are required to include in our computation of diluted EPS any contingently issuable shares that have actually satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just services. Beginning in 2013, we granted certain employees target awards of performance-based restricted stock units, in the form of leveraged restricted stock units or performance units. As the actual number of D&B common shares ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s actual performance against pre-established market conditions or performance conditions, these awards are considered contingently issuable shares.
The following table sets forth our EPS:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28

For the year ended December 31, 2013, both basic EPS attributable to D&B common shareholders and diluted EPS attributable to D&B common shareholders increased 2% compared with the year ended December 31, 2012, due to a 14% reduction in the weighted average number of basic and diluted shares outstanding resulting from our total share repurchases, partially offset by a decrease of 13% in Net Income Attributable to D&B common shareholders.
For the year ended December 31, 2012, both basic EPS attributable to D&B common shareholders and diluted EPS attributable to D&B common shareholders increased 22%, compared with the year ended December 31, 2011, due to an increase of 14% in Net Income Attributable to D&B common shareholders and a 7% reduction in the weighted average number of basic and diluted shares outstanding resulting from our total share repurchases.
Segment Results
On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):

North America (which consists of our operations in the U.S. and Canada);

Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

Europe and Other International Markets (which primarily consists of our operations in the U.K., the Netherlands, Belgium, Latin America and European Worldwide Network).

39



During 2011, we managed and reported our business globally through the following three segments:

North America (which consisted of our operations in the U.S. and Canada);

Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
North America
North America is our largest segment representing 74%, 74% and 71% of our total revenue for the years ended December 31, 2013, 2012 and 2011, respectively.
There were no divestitures within this segment during the year ended December 31, 2013. During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. See Note 14 and Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.
North America represented 74%, 74% and 75% of our core revenue for the years ended December 31, 2013, 2012 and 2011, respectively.
The following table presents our North America revenue by customer solution set and North America operating income. Additionally, this table reconciles the non-GAAP measure of core revenue to the GAAP measure of total revenue:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Revenue:
 
 
 
 
 
Risk Management Solutions
$
693.2

 
$
700.6

 
$
729.7

Sales & Marketing Solutions
540.7

 
525.0

 
508.4

North America Core Revenue
1,233.9

 
1,225.6

 
1,238.1

Divested and Other Businesses

 

 
8.7

North America Total Revenue
$
1,233.9

 
$
1,225.6

 
$
1,246.8

Operating Income
$
407.4

 
$
480.9

 
$
480.1

Year Ended December 31, 2013 vs. Year Ended December 31, 2012
North America Overview
North America total and core revenue increased $8.3 million, or 1% (both before and after the effect of foreign exchange), for the year ended December 31, 2013 as compared to the year ended December 31, 2012.
North America Customer Solution Sets
On a customer solution set basis, the $8.3 million increase in total and core revenue for the year ended December 31, 2013, as compared to the year ended December 31, 2012, reflects:
Risk Management Solutions
A decrease in Risk Management Solutions of $7.4 million, or 1% (both before and after the effect of foreign exchange) primarily attributable to the carry-over from the weak sales performance in prior quarters due to the ratable nature of Risk Management Solutions revenue.
DNBi Subscription Plans, which accounted for 61% of total North America Risk Management Solutions, decreased 2% (both before and after the effect of foreign exchange) primarily attributable to the carry-over from the weak sales performance in prior quarters due to the ratable nature of Risk Management Solutions revenue and lower purchases from existing customers of DNBi modules enabled by our DNBi platform, as customers’ budgets were focused towards our core DNBi products. Retention rates for our core DNBi subscription plans remain in the low 90% range with price lifts in the low single digit range, which is a slowdown from the low to mid-single price increases we experienced at the beginning of the year. In addition to

40



competitive pressure, pricing is being impacted by our own targeted proactive offers aimed at moving customers from annual contracts to multi-year deals where future growth is built in.
Non-DNBi Subscription Plans, which accounted for 8% of total North America Risk Management Solutions, decreased 7% (both before and after the effect of foreign exchange) primarily due to weak sales performance in prior quarters as our customers remain cautious with their spending as a result of continued budgetary and competitive pressures, partially offset by a shift in product mix from our Projects and Other Risk Management Solutions to our Non-DNBi Subscription Plans.
Projects and Other Risk Management Solutions, which accounted for 31% of total North America Risk Management Solutions, increased 2% (both before and after the effect of foreign exchange), due to increased spending and usage by existing customers of our newest product offerings (e.g., D&B Direct and Compliance Check), partially offset by a shift in product mix from our Projects and Other Risk Management Solutions to our Non-DNBi Subscription Plans.
Sales & Marketing Solutions
An increase in Sales & Marketing Solutions of $15.7 million, or 3% (both before and after the effect of foreign exchange) primarily due to an increase in our Value-Added Solutions, partially offset by a decline in our Traditional Sales & Marketing Solutions.
Traditional Sales & Marketing Solutions, which accounted for 38% of total North America Sales & Marketing Solutions, decreased 5% (both before and after the effect of foreign exchange). The decrease was primarily due to:
Decreased revenue in our Internet business, primarily small business, due to reduced customer spend and competitive pressures. Most of the revenue is subscription based, and given the current environment, we expect this trend to continue into 2014; and

A shift in product mix to our Value-Added Sales & Marketing Solutions;

partially offset by:

Increased spending by certain customers driven by their need for additional data.
Value-Added Sales & Marketing Solutions, which accounted for 62% of total North America Sales & Marketing Solutions, increased 9% (both before and after the effect of foreign exchange). The increase was primarily due to:

Increased spending by new and existing customers as a result of their need to integrate D&B data (e.g. Optimizer); and

Growth in DaaS products (e.g., Data.com), partially due to a shift in product mix from our Traditional Sales & Marketing Solutions;
North America Operating Income

North America operating income for the year ended December 31, 2013 was $407.4 million, compared to $480.9 million for the year ended December 31, 2012, a decrease of $73.5 million, or 15%. The decrease in operating income was primarily attributable to:

Impairment charges primarily related to technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed;

Increased investments in data analytics and technology; and

An increase in costs for the deployment of our data supply chain, primarily in the first half of 2013;

partially offset by:

An increase in total revenue.


41



Year Ended December 31, 2012 vs. Year Ended December 31, 2011
North America Overview
North America total revenue decreased $21.2 million, or 2% (both before and after the effect of foreign exchange), for the year ended December 31, 2012 as compared to the year ended December 31, 2011. North America total revenue was negatively impacted by the divestiture of (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses. Core revenue decreased $12.5 million, or 1% (both before and after the effect of foreign exchange).
North America Customer Solution Sets
On a customer solution set basis, the $12.5 million decrease in core revenue for the year ended December 31, 2012, as compared to the year ended December 31, 2011, reflects:
Risk Management Solutions
A decrease in Risk Management Solutions of $29.1 million, or 4% (both before and after the effect of foreign exchange) primarily attributable to lower revenue from non-DNBi subscription products, projects and DNBi modules, resulting from budget constraints as customers continued to manage their spend in the then current economic climate.
DNBi Subscription Plans, which accounted for 61% of total North America Risk Management Solutions, decreased 1% (both before and after the effect of foreign exchange) primarily attributable to lower purchases from then-existing customers of DNBi modules enabled by our DNBi platform, as customers' budgets were more focused towards our core DNBi products. DNBi modules are products that provide additional functionality to the core DNBi platform and spending on these products can be discretionary. With budgets under pressure, some customers chose to stay with the core DNBi product to handle their risk management needs, putting pressure on our module sales.

Non-DNBi Subscription Plans, which accounted for 9% of total North America Risk Management Solutions, decreased 20% (both before and after the effect of foreign exchange) primarily due to customers managing their spending as a result of the economic climate.
Projects and Other Risk Management Solutions, which accounted for 30% of total North America Risk Management Solutions, decreased 4% (both before and after the effect of foreign exchange), due to lower spending and usage by existing customers, partially offset by a one-time benefit due to revenue recognition on the then-existing customer set and the allocation of revenue in new arrangements using the best estimated selling price.
Sales & Marketing Solutions
An increase in Sales & Marketing Solutions of $16.6 million, or 3% (both before and after the effect of foreign exchange) primarily due to strong performance from our Value-Added products partially offset by a decline in Traditional Sales & Marketing Solutions.
Traditional Sales & Marketing Solutions, which accounted for 41% of total North America Sales & Marketing Solutions, decreased 5% (both before and after the effect of foreign exchange). The decrease was primarily due to:

Our decision to stop selling certain legacy products; and

Decreased purchases from certain customers due to economic and budgetary pressures particularly in our education marketing business;

partially offset by:

Increased spending with new and existing customers.

42



Value-Added Sales & Marketing Solutions, which accounted for 59% of total North America Sales & Marketing Solutions, increased 10% (both before and after the effect of foreign exchange). The increase was primarily due to:

Growth in our products (e.g., Optimizer) and increased previous commitments primarily related to growth in our Data as a Service or “DaaS” products (e.g., D&B360);
partially offset by:

A one-time benefit in the prior year due to revenue recognition on the then-existing customer set and the allocation of revenue in new arrangements using the best estimated selling price.
North America Operating Income

North America operating income for the year ended December 31, 2012 was $480.9 million, compared to $480.1 million for the year ended December 31, 2011, an increase of $0.8 million or less than 1%. The increase in operating income was primarily attributable to:

Lower compensation costs (e.g., bonus and commissions), professional fees and advertising expenses;
partially offset by:

A decrease in total revenue; and

Increased costs associated with our investments in the business (e.g., technology, data and sales training).
Asia Pacific
Asia Pacific represented 11%, 12% and 15% of our total revenue for the years ended December 31, 2013, 2012 and 2011 respectively.
There were no divestitures within this segment during the year ended December 31, 2013. Asia Pacific total revenue was negatively impacted by: (a) the divestiture of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations, during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses.
In the first quarter of 2012, we permanently ceased our Roadway operations in China, pending an investigation into allegations that its data collection practices may violate local Chinese consumer data privacy laws. Also, we have been reviewing certain allegations that we may have violated the FCPA and certain other laws in our China operations. We voluntarily contacted the SEC and the DOJ to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee. This business has been classified as a “Divested and Other Businesses.”
These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for each of the years ended December 31, 2012 and 2011, respectively. See Note 14 and Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further detail.
Asia Pacific represented 11%, 11% and 10% of our core revenue for the years ended December 31, 2013, 2012 and 2011, respectively.

43



The following table presents our Asia Pacific revenue by customer solution set and Asia Pacific operating income. Additionally, this table reconciles the non-GAAP measure of core revenue to the GAAP measure of total revenue:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Revenue:
 
 
 
 
 
Risk Management Solutions
$
154.5

 
$
147.5

 
$
144.5

Sales & Marketing Solutions
24.8

 
29.3

 
20.3

Asia Pacific Core Revenue
179.3

 
176.8

 
164.8

Divested and Other Businesses

 
18.7

 
103.5

Asia Pacific Total Revenue
$
179.3

 
$
195.5

 
$
268.3

Operating Income (Loss)
$
19.0

 
$
4.7

 
$
16.8

Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Asia Pacific Overview
Asia Pacific total revenue decreased $16.2 million, or 8% (5% decrease before the effect of foreign exchange), for the year ended December 31, 2013 as compared to the year ended December 31, 2012.
Asia Pacific total revenue was negatively impacted by: (a) the divestiture of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations, during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses.
Asia Pacific core revenue increased $2.5 million, or 2% (5% increase before the effect of foreign exchange) for the year ended December 31, 2013, as compared to the year ended December 31, 2012.
Asia Pacific Customer Solution Sets
On a customer solution set basis, the $2.5 million increase in Asia Pacific core revenue for the year ended December 31, 2013, as compared to the year ended December 31, 2012, reflects:
Risk Management Solutions
An increase in Risk Management Solutions of $7.0 million, or 5% (9% increase before the effect of foreign exchange) primarily due to:

Increased usage of various risk products across most markets by new and existing customers;

Increased revenue from our 10-year commercial agreement, signed in February 2012, to provide TSR Ltd. with global data for its Japanese customers and to distribute TSR Ltd. data to the Worldwide Network; and

Increased collections revenue from services provided to the government in our Australia market;

partially offset by:

The negative impact of foreign exchange.

Sales & Marketing Solutions
A decrease in Sales & Marketing Solutions of $4.5 million, or 15% (13% decrease before the effect of foreign exchange) primarily due to:

Weakness in our MicroMarketing business in China due to a mild disruption related to leadership changes in our China operations; and

A decrease in purchases by customers of our project-oriented business in our India market, where we are sunsetting certain of our low-margin products.

44




Asia Pacific Operating Income

Asia Pacific operating income for the year ended December 31, 2013 was $19.0 million, compared to operating income of $4.7 million for the year ended December 31, 2012, an increase of $14.3 million. The increase was primarily due to:

An impairment in China in the prior year related to our Roadway operations (see "Recent Developments" discussed above);

Decreased expenses in the current year related to our Roadway operations (see "Recent Developments" discussed above); and

The favorable net impact of the sale of the domestic portion of our Japanese operations to TSR Ltd. and our ten-year commercial agreement with TSR Ltd. to provide global data to its Japanese customers;

partially offset by:

Increased operating expenses (i.e. compensation, data, etc.); and
We recorded an impairment charge related to our Portal asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product.
Year Ended December 31, 2012 vs. Year Ended December 31, 2011
Asia Pacific Overview
Asia Pacific total revenue decreased $72.8 million, or 27% (both before and after the effect of foreign exchange), for the year ended December 31, 2012 as compared to the year ended December 31, 2011.
Asia Pacific total revenue was negatively impacted by (a) the divestiture of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations, during the year ended December 31, 2012, all of which we reclassified as Divested and Other Businesses.
Asia Pacific total revenue was positively impacted by the acquisition of MicroMarketing which contributed four percentage points of growth before the impact of foreign exchange to total Asia Pacific revenue growth during the year ended December 31, 2012.
Asia Pacific core revenue increased $12.0 million, or 7% (9% increase before the effect of foreign exchange) for the year ended December 31, 2012, as compared to the year ended December 31, 2011.
Asia Pacific Customer Solution Sets
On a customer solution set basis, the $12.0 million increase in Asia Pacific core revenue for the year ended December 31, 2012, as compared to the year ended December 31, 2011, reflects:

45



Risk Management Solutions
An increase in Risk Management Solutions of $3.0 million, or 2% (3% increase before the effect of foreign exchange) primarily due to:

Increased revenue from our commercial agreement to provide TSR Ltd. with global data for its Japanese customers, and to distribute TSR Ltd. data to the Worldwide Network; and

Increased collections revenue in our Australia market, primarily due to recovery from the prior year's natural disasters, which slowed-down collection activity in 2011;

partially offset by:

Decreased revenue in China, primarily due to the local Administration of Industry and Commerce having imposed stricter policies in the second quarter of 2012 which restricted our access to Chinese company financial statements; and

The negative impact of foreign exchange.
Sales & Marketing Solutions
An increase in Sales & Marketing Solutions of $9.0 million, or 45% (52% increase before the effect of foreign exchange) primarily due to increased revenue as a result of the acquisition of MicroMarketing, which we consolidated in the fourth quarter of 2011.

Asia Pacific Operating Income

Asia Pacific operating income for the year ended December 31, 2012 was $4.7 million, compared to operating income of $16.8 million for the year ended December 31, 2011, a decrease of $12.1 million, or 72%. The decrease was primarily due to:

An impairment charge in China related to our Roadway operations (see “Recent Developments” discussed above);
partially offset by:

Lower costs as a result of our reengineering efforts.
Europe and Other International Markets
Europe and Other International Markets represented 15%, 14% and 14% of our total revenue for the years ended December 31, 2013, 2012 and 2011, respectively.
Europe and Other International Markets represented 15% of our core revenue for each of the years ended December 31, 2013, 2012 and 2011.
There were no divestitures within this segment during the years ended December 31, 2013, 2012 and 2011. The following table presents our Europe and Other International Markets revenue by customer solution set and Europe and Other International Markets operating income:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Revenue:
 
 
 
 
 
Risk Management Solutions
$
198.3

 
$
199.5

 
$
200.3

Sales & Marketing Solutions
43.7

 
42.4

 
43.1

Europe and Other International Markets Total and Core Revenue
$
242.0

 
$
241.9

 
$
243.4

Operating Income
$
72.9

 
$
68.8

 
$
55.3


46



Year Ended December 31, 2013 vs. Year Ended December 31, 2012
Europe and Other International Markets Overview
Europe and Other International Markets total and core revenue increased $0.1 million (flat both before and after the effect of foreign exchange), for the year ended December 31, 2013 as compared to the year ended December 31, 2012.
Europe and Other International Markets Customer Solution Sets
On a customer solution set basis, the $0.1 million increase in Europe and Other International Markets total and core revenue for the year ended December 31, 2013, as compared to the year ended December 31, 2012, reflects:
Risk Management Solutions
A decrease in Risk Management Solutions of $1.2 million, or 1% (both before and after the effect of foreign exchange) primarily due to lower usage in our transactional products from certain customers due to economic pressures, partially offset by year-over-year growth in our core DNBi subscription plans.
Sales & Marketing Solutions
An increase in Sales & Marketing Solutions of $1.3 million, or 3% (4% increase before the effect for foreign exchange) primarily due to an increase in purchases by our customers expanding their usage of data in our project-oriented business.

Europe and Other International Markets Operating Income

Europe and Other International Markets operating income for the year ended December 31, 2013 was $72.9 million, compared to $68.8 million for the year ended December 31, 2012, an increase of $4.1 million, or 6%, primarily due to lower costs as a result of our reengineering efforts.
Year Ended December 31, 2012 vs. Year Ended December 31, 2011
Europe and Other International Markets Overview
Europe and Other International Markets total and core revenue decreased $1.5 million, or 1% (3% increase before the effect of foreign exchange), for the year ended December 31, 2012 as compared to the year ended December 31, 2011.
Europe and Other International Markets Customer Solution Sets
On a customer solution set basis, the $1.5 million decrease in Europe and Other International Markets total and core revenue for the year ended December 31, 2012, as compared to the year ended December 31, 2011, reflects:
Risk Management Solutions
A decrease in Risk Management Solutions of $0.8 million, or flat (4% increase before the effect of foreign exchange) primarily due to:

The negative impact of foreign exchange;
partially offset by:

Increased usage of non-subscription transactional products; and

Year-over-year growth in our core DNBi subscription plans.
Sales & Marketing Solutions
A decrease in Sales & Marketing Solutions of $0.7 million, or 2% (1% increase before the effect for foreign exchange) primarily due to the negative impact of foreign exchange.


47



Europe and Other International Markets Operating Income

Europe and Other International Markets operating income for the year ended December 31, 2012 was $68.8 million, compared to $55.3 million for the year ended December 31, 2011, an increase of $13.5 million, or 25%, primarily due to:

Decreased operating expenses (e.g., compensation, travel related expenses, etc.); and

Lower costs as a result of our reengineering efforts;
partially offset by:

A decrease in total revenue.
Market Risk
We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward contracts to hedge short-term foreign currency denominated loans, investments and certain third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries and foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below.
We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.
A discussion of our accounting policies for financial instruments is included in the summary of significant accounting policies in Note 1 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K, and further disclosure relating to financial instruments is included in Note 7 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.
Interest Rate Risk Management
Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheets. As of December 31, 2013, we did not have any interest rate derivatives outstanding.
Fair Value Hedges
For interest rate derivative instruments that are designated and qualify as a fair value hedge, we assess quarterly whether the interest rate swaps are highly effective in offsetting changes in the fair value of the hedged debt. Changes in fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income. The effectiveness of the hedge is monitored on an ongoing basis for hedge accounting purposes, and if the hedge is considered ineffective, we discontinue hedge accounting prospectively.
In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (“the 2015 notes”). In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap

48



termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination will be amortized as an offset to “Interest Expense” in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $1.3 million of amortization was recorded from the swap termination date through December 31, 2013, resulting in a balance of $2.5 million in the consolidated balance sheet at December 31, 2013.
Approximately $5.8 million of derivative gains offset by a $5.8 million loss on the fair value adjustment related to the hedged debt were recorded for the year ended December 31, 2011.
Cash Flow Hedges
For interest rate derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the periodic hedge remeasurement gains or losses on the derivative are reported as a component of other comprehensive income ("OCI") and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.
On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of $0.3 million was recorded to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of $0.1 million was recorded to "Other Income (Expense) – Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
In January 2009 and December 2008, we entered into interest rate swap agreements with aggregate notional amounts of $25 million and $75 million, respectively, and designated these interest rate swaps as cash flow hedges against variability in cash flows related to our then-existing $650 million revolving credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in the fair value of the hedges were recorded in OCI. In connection with the termination of our former $650 million revolving credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of $0.3 million on October 25, 2011, the $650 million revolving credit facility termination date, and were recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income at December 31, 2011.
A 100 basis point increase/decrease in the weighted average interest rate on our outstanding debt subject to rate variability would result in incremental increase/decrease in annual interest expense of approximately $4.7 million and $0.9 million, respectively, at December 31, 2013.
Foreign Exchange Risk Management
We have numerous offices in various countries outside North America and conduct operations in several countries through minority equity investments and strategic relationships with local providers. Our operations outside North America generated approximately 26% of our total revenue for each of the years ended December 31, 2013 and 2012. Approximately 47% and 42% of our assets for each of the years ended December 31, 2013 and 2012, respectively, were located outside of the U.S.
Our objective in managing our exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound

49



sterling, the Euro and Canadian dollar. The gains and losses on the forward contracts associated with the balance sheet positions are recorded in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains on the underlying foreign currency transactions.
As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In addition, we may use foreign exchange option contracts to hedge certain foreign earnings streams and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward and option contracts are marked-to-market at the end of each quarter and the fair value impacts are reflected within the consolidated financial statements.
At December 31, 2013 and 2012, we did not have any foreign exchange options contracts outstanding. At December 31, 2013 and 2012, the notional amounts of our foreign exchange contracts were $295.4 million and $300.7 million, respectively.
Realized gains and losses associated with these contracts were $17.5 million and $24.7 million, respectively, at December 31, 2013; $20.4 million and $14.3 million, respectively, at December 31, 2012; and $17.3 million and $18.6 million, respectively, at December 31, 2011. Unrealized gains and losses associated with these contracts were less than $0.4 million and $0.4 million, respectively, at December 31, 2013; $0.1 million and $0.4 million, respectively, at December 31, 2012; and $0.7 million and $0.7 million, respectively, at December 31, 2011.
If exchange rates were to increase, on average, 10% from year-end 2013 levels, the unrealized loss on our foreign exchange forward contracts would be approximately $28.3 million, excluding the expected gain on the underlying hedged item. If exchange rates on average were to decrease 10% from year-end 2013 levels, the unrealized gain on our foreign exchange forward contracts would be approximately $28.3 million, excluding the expected loss on the underlying hedged item. However, the estimated potential gain and loss on these contracts would substantially be offset by changes in the dollar equivalent value of the underlying hedged items.
Liquidity and Financial Position
In connection with our commitment to delivering Total Shareholder Return, we will remain disciplined in the use of our shareholders’ cash, maintaining three key priorities for the use of this cash:

First, making ongoing investments in the business to drive organic growth;

Second, investing in acquisitions that we believe will be value-accretive to enhance our capabilities and accelerate our growth; and

Third, continuing to return cash to shareholders.
We believe that cash provided by operating activities, supplemented as needed with available financing arrangements, is sufficient to meet our short-term needs (12 months or less), including restructuring charges, transition costs, our capital investments, contractual obligations and contingencies (see Note 13 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K), excluding the legal matters identified in such note for which exposures cannot be estimated or are not probable. In addition, we believe that our ability to readily access the bank and capital markets for incremental financing needs will enable us to meet our continued focus on Total Shareholder Return. We have the ability to access the short-term borrowings market to supplement the seasonality in the timing of receipts in order to fund our working capital needs and share repurchases. Such borrowings would be supported by our $800 million revolving credit facility, when needed. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing and structure of any future acquisitions, future capital investments, and the ultimate resolution of issues arising from the investigations regarding potential FCPA violations in our China operations and future results of operations.
At December 31, 2013 and December 31, 2012, we had an $800 million revolving credit facility which expires in October 2016. The facility requires the maintenance of interest coverage and total debt to Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”) ratios which are defined in the credit agreement. We were in compliance with these revolving credit facility financial covenants and non-financial covenants at December 31, 2013 and December 31, 2012. At December 31, 2013 and December 31, 2012, we had $466.5 million and $240.2 million, respectively, of borrowings outstanding under this $800 million revolving credit facility.
As of December 31, 2013, $225.5 million of our $235.9 million cash and cash equivalents on the consolidated balance sheet was held by our foreign operations. While a portion of the $225.5 million foreign cash and cash equivalents balance is potentially available for remittance to the United States, we generally maintain these balances within our foreign operations

50



since we have sufficient liquidity in the United States to satisfy our ongoing domestic funding requirements. In the event funds from foreign operations are needed to fund operations in the United States and if U.S. tax has not already been previously provided, we would be required to accrue and pay additional U.S. taxes in order to repatriate these funds. See Note 5 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for information pertaining to our income tax liabilities.
On March 11, 2013, Standard and Poor's lowered our long-term credit rating from BBB+ to BBB and lowered our short-term credit rating from A-2 to A-3. Our Fitch Ratings issuer default rating and short-term issuer default rating remain at BBB+ and F-2, respectively. The long-term rating revision by Standard and Poor's has not materially impacted our liquidity position, access to the capital markets or funding costs.
Cash Provided by Operating Activities

Net cash provided by operating activities was $333.3 million, $357.8 million and $312.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Year ended December 31, 2013 vs. Year Ended December 31, 2012
Net cash provided by operating activities decreased by $24.5 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. This decrease was primarily driven by:
Lower net income of our underlying business excluding the impact of non-cash gains and losses; and
Higher tax payments in 2013 as compared to prior year;
partially offset by:
A decrease in restructuring payments.
Year ended December 31, 2012 vs. Year Ended December 31, 2011
Net cash provided by operating activities increased by $44.9 million for the year ended December 31, 2012 compared to the year ended December 31, 2011. This increase was primarily driven by:

Increased net income of our underlying business excluding the impact of non-cash gains and losses; and

Timing of payments as compared to 2011 (e.g., early pay discounts that we took advantage of in 2011);

partially offset by:

Increased net tax payments as compared to prior year.
Cash Used in Investing Activities
Net cash used in investing activities was $61.6 million, $59.0 million and $73.4 million for the years ended December 31, 2013, 2012 and 2011, respectively.

Year ended December 31, 2013 vs. Year Ended December 31, 2012
Net cash used in investing activities increased by $2.6 million for the year ended December 31, 2013 compared to the year ended December 31, 2012. This increase was primarily driven by:
Cash settlements of our foreign currency contracts for our hedged transactions resulted in cash outflows of $7.2 million for the year ended December 31, 2013, as compared to cash inflows of $6.0 million for the year ended December 31, 2012; and
Lower reimbursement of proceeds related to a divested business in prior years;

51



partially offset by:
Lower spending on computer software and other intangibles associated with our then non-recurring Strategic Technology Investment or MaxCV that occurred in the prior year. Our investments in 2013 for data analytics and technology had higher operating expenses versus capital expenditures.
Year ended December 31, 2012 vs. Year Ended December 31, 2011
Net cash used in investing activities decreased by $14.4 million for the year ended December 31, 2012 compared to the year ended December 31, 2011. This decrease was primarily driven by:

During the year ended December 31, 2012, we did not have any acquisitions, as compared to the year ended December 31, 2011, during which we spent approximately $13.5 million on acquisitions of businesses, net of cash acquired.
A reimbursement of proceeds related to a divested business in the prior year;
Cash settlements of our foreign currency contracts for our hedged transactions resulted in cash inflows of $6.0 million for the year ended December 31, 2012, as compared to cash outflows of $1.0 million for the year ended December 31, 2011; and
Proceeds primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; (iii) our market research business in China, consisting of two joint venture companies; (iv) AllBusiness.com, Inc.; and (v) a research and advisory services business in India. See Note 17 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K for further information;
partially offset by:
An increase in additions to computer software and other intangibles (e.g., Strategic Technology Investment or MaxCV).
Cash Used in Financing Activities
Net cash used in financing activities was $184.3 million, $235.9 million and $238.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. As set forth below, these changes primarily relate to contractual obligations, share repurchases, stock-based programs and dividends.
Contractual Obligations
Debt
In December 2012, we issued senior notes with a face value of $450 million that mature on December 1, 2017 (the “2017 notes”), bearing interest at a fixed annual rate of 3.25%, payable semi-annually. In addition, in December 2012, we issued senior notes with a face value of $300 million that mature on December 1, 2022 (the “2022 notes”), bearing interest at a fixed annual rate of 4.375%, payable semi-annually. The proceeds were used in December 2012 to repay borrowings outstanding under our revolving credit facility and retire our then-outstanding $400 million senior notes bearing interest at a fixed annual rate of 6.00%, which had a maturity date of April 1, 2013 (the “2013 notes”). In connection with the redemption of the 2013 notes, we recorded a premium of $5.4 million to “Other Income (Expense)-Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.

Credit Facility
On October 25, 2011, we entered into a new $800 million five-year bank revolving credit facility which expires in October 2016. Borrowings under the $800 million credit facility are available at prevailing short-term interest rates. At December 31, 2013 and December 31, 2012, we had $466.5 million and $240.2 million, respectively, of borrowings outstanding under the $800 million revolving credit facility. We borrowed under the $800 million revolving credit facility from time-to-time during the years ended December 31, 2013 and December 31, 2012 to supplement the timing of receipts in order to fund our working capital needs and share repurchases. We were in compliance with the revolving credit facility financial covenants at December 31, 2013 and December 31, 2012.

52



Share Repurchases
During the year ended December 31, 2013, we repurchased 4,508,199 shares of common stock for $420.0 million. The share repurchases were comprised of the following programs:

In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014; and

In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. We repurchased 962,686 shares of common stock for $95.0 million under this share repurchase program during the year ended December 31, 2013. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014 due to its expiration, regardless of whether all shares have been repurchased.

During the year ended December 31, 2012, we repurchased 6,837,190 shares of common stock for $508.0 million. The share repurchases were comprised of the following programs:
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon the completion of our previous $200 million share repurchase program. We repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program during the year ended December 31, 2012. We anticipate that this program will be completed around the middle of 2014; and
In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. We repurchased 354,046 shares of common stock for $27.9 million under this share repurchase program during the year ended December 31, 2012. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014 due to its expiration, regardless of whether all shares have been repurchased.

During the year ended December 31, 2011, we repurchased 2,613,701 shares of common stock for $185.4 million. The share repurchases were comprised of the following programs:
In October 2011, our Board of Directors approved a $500 million share repurchase program, which commenced in November 2011. We repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program during the year ended December 31, 2011. We anticipate that this program will be completed around the middle of 2014;
In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009. We repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program during the year ended December 31, 2011. This program was completed in November 2011; and

In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. We repurchased 797,813 shares of common stock for $59.3 million under this share repurchase program during the year ended December 31, 2011. This repurchase program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

53



Stock-based Programs

Net proceeds from stock-based awards during the years ended December 31, 2013, 2012 and 2011 were $69.6 million, $20.1 million and $29.6 million, respectively. The increase for the year ended December 31, 2013, as compared to the year ended December 31, 2012 was attributed to an increase in the volume of stock option exercises. The decrease for the year ended December 31, 2012, as compared to the year ended December 31, 2011 was attributed to a decrease in the volume of stock option exercises.
Dividends
The total amount of dividends paid during the years ended December 31, 2013, 2012 and 2011 was $62.5 million, $69.0 million and $70.4 million, respectively.
Future Liquidity—Sources and Uses of Funds
Contractual Cash Obligations
Contractual Obligations(a)
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
All Other
 
(Amounts in millions)
Current and Long-Term Debt(1)
$
1,725.9

 
$
41.9

 
$
341.8

 
$
498.8

 
$
477.8

 
$
13.1

 
$
352.5

 
$

Operating Leases(2)
$
109.7

 
$
28.9

 
$
23.9

 
$
17.6

 
$
9.2

 
$
7.9

 
$
22.2

 
$

Obligations to Outsourcers(3)
$
227.9

 
$
132.4

 
$
69.8

 
$
25.2

 
$
0.5

 
$

 
$

 
$

Pension and Other
    Postretirement Benefits
    Payments/Contributions(4)
$
616.4

 
$
24.1

 
$
50.9

 
$
45.9

 
$
39.2

 
$
22.3

 
$
434.0

 
$

Unrecognized Tax Benefits(5)
$
56.2

 
$
2.3

 
$

 
$

 
$

 
$

 
$

 
$
53.9

(a) Because their future cash flows are uncertain, other noncurrent liabilities are excluded from the table.
(1) Primarily represents: i) our senior notes with a face value of $300 million that mature in November 2015, net of a fair value adjustment which increased the liability by $2.5 million partially offset by a discount of $0.4 million, bearing interest at a fixed annual rate of 2.875%, payable semi-annually; ii) our senior notes with a face value of $450 million that mature in December 2017, net of a discount of a less than $0.1 million, bearing interest at a fixed annual rate of 3.25%, payable semi-annually; iii) our senior notes with a face value of $300 million that mature in December 2022, net of a discount of $2.6 million, bearing interest at a fixed annual rate of 4.375%, payable semi-annually; and iv) borrowings outstanding under our bank credit facility which expires in October 2016 at prevailing short-term interest rates. Amounts include the interest expense portion that would be due on our future obligations. The interest rate on our senior notes is presented using the stated interest rate. Interest expense on our bank revolving credit facility is estimated using the rate in effect as of December 31, 2013.
(2) Most of our operations are conducted from leased facilities, which are under operating leases that expire over the next ten years, with the majority expiring within five years. Our corporate office is located at 103 JFK Parkway, Short Hills, New Jersey 07078, in a 123,000 square-foot property that we lease. We renewed our lease on this property in 2011 for a term of eight years, with two five-year renewal options. This property also serves as the executive offices of our North American segment. We also lease certain computer and other equipment under operating leases that expire over the next three and five years, respectively. These computer and other equipment leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance.
(3) Acxiom Corporation
In July 2006, we signed a four-year North American product and technology outsourcing agreement with Acxiom in order to significantly increase the speed, data processing capacity and matching capabilities we provide our global sales and marketing customers. In August 2008, we entered into a 65-month agreement to expand our service capabilities, enhance customer experience and accelerate the migration of the remaining existing D&B fulfillment processes for our European markets to Acxiom. In November 2008, we extended the term of the North American outsourcing agreement through 2011.
In December 2011, a three-year agreement was reached to further extend the North American product and technology outsourcing agreement until the end of 2014. Payments over the extended contract term will aggregate to approximately

54



$26 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
In May 2009, we entered into another agreement with Acxiom to provide certain infrastructure management services that were formerly provided by Computer Sciences Corporation ("CSC"). These services included data center operations, technology help desk and network management functions. The agreement originally had an initial term ending in October 2014 and included the right to extend the agreement under the same terms for up to a maximum period of three years after the expiration of the original term. In 2010, we signed an infrastructure outsourcing agreement for data center operations, technology help desk and network management functions in Ireland, with an initial term ending in October 2014. In 2010, we entered into two amendments with Acxiom extending the initial terms of both agreements by a total of eight months until June 2015. We retain the right to extend these agreements for up to three years after the expiration of these amended terms. In the fourth quarter of 2012, we notified Acxiom of our intent to terminate certain data center and technology infrastructure support services. This was done in connection with our desire to insource certain technology functions in which it is both performance and financially beneficial. These agreements provide for typical adjustments due to changes in volume, inflation and incremental project work. Payments over these contract terms will aggregate to approximately $402 million.
In May 2011, we signed a five-year development and support agreement with Acxiom to provide data management services. This agreement was related to our then Strategic Technology Investment or MaxCV and totaled approximately $28 million over the term of the agreement. The agreement provided for typical adjustments due to changes in volume, inflation and incremental project work. In the fourth quarter of 2013, we terminated this agreement with Acxiom. This was done in connection with our desire to further insource certain technology functions in which it is both performance and financially beneficial.
We incurred costs of approximately $89 million, $90 million and $88 million under all Acxiom agreements for the years ended December 31, 2013, 2012 and 2011, respectively. Total payments to Acxiom over the remaining terms of all contracts will aggregate to approximately $112 million.
Convergys Customer Management Group
In December 2010, we entered into a six-year business process outsourcing agreement effective January 1, 2011, with Convergys Customer Management Group (“CCMG”) in order to enhance our customer contact center solution. CCMG has transitioned contact center services previously outsourced principally to IBM as well as certain other smaller providers.
The transition of services to CCMG was based on a phased migration of business volume to CCMG that commenced in the second quarter of 2011 and was substantially completed by the fourth quarter of 2011. Services are primarily provided from CCMG locations in Omaha, Nebraska, the Philippines and India, on the basis of our requirements.
The primary scope of the agreement includes the following services for our North America business: (i) Inbound Customer Service, which principally involves the receipt of, response to and resolution of inquiries received from customers; (ii) Outbound Customer Service, which principally involves the collection, compilation and verification of information contained in our databases; and (iii) Data Update Service, which principally involves the bulk or discrete updates to the critical data elements about companies in our databases.
The agreement also specifies service level commitments required of CCMG for achievement of our customer satisfaction targets and a methodology for calculating credits to us if CCMG fails to meet certain service levels. In addition, CCMG’s performance under the agreement will be measured in part by our overall satisfaction of the program as measured by a customer satisfaction survey of our key internal business partners.
In December 2011, we signed a five-year telephone agreement to support our small business customers’ telesales team. Payments over the contract term will aggregate to approximately $3 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
After the first three years of service by CCMG, we have the right to terminate for convenience any or all of the services provided under the agreements upon one hundred eighty days prior written notice, and without incurring a termination fee. We incurred costs of approximately $21 million, $20 million and $8 million for the years ended December 31, 2013, 2012, and 2011 respectively. Total payments to CCMG over the remaining terms of the above contracts will aggregate to approximately $54 million.
International Business Machines
In October 2004, we signed a seven-year outsourcing agreement with International Business Machines (“IBM”). Under the terms of the agreement, we transitioned certain portions of our data acquisition and delivery and customer service to IBM. By August 2010, our data acquisition, delivery and customer services performed by IBM for our European countries were terminated. Additionally, by October 2011 our customer contact center services for the United States were

55



terminated as a result of our transition to CCMG. As of December 31, 2013, the services that are still to be provided by IBM are primarily limited delivery services to our North American customers.
In August 2012, we signed an amendment with IBM extending the term of the limited delivery services to our North American customers until January 2017. Payments over the contract term will aggregate to approximately $10 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
We incurred costs of approximately $3 million, $3 million and $10 million for the years ended December 31, 2013, 2012 and 2011, respectively, under this agreement.
(4) Represents projected contributions to our U.S. Qualified (estimated at approximately $12 million, on average, per year for the next three years, commencing in 2015) and non-U.S. defined benefit plans as well as projected benefit payments related to our unfunded plans, including the U.S. Non-Qualified Plans and our postretirement benefit plans. We made a $20 million contribution to the U.S. Qualified Plan in 2013 to satisfy funding requirements due in 2014 related to the 2013 and 2014 plan year. The projected contributions are estimated based on the same assumptions used to measure our benefit obligation at the end of 2013 and include benefits attributable to estimated future employee service. A closed group approach is used in calculating the projected benefit payments, assuming only the participants who are currently in the valuation population are included in the projection and the projected benefits continue for up to approximately 99 years. These estimates will change as a result of changes in the economy, as well as other mandated assumption changes that could occur in future years.
(5) We have a total amount of unrecognized tax benefits of $105.8 million for the year ending December 31, 2013. On January 15, 2014, we effectively settled the IRS audit for tax years 2007-2009. As a result of the settlement we will reduce our liabilities by approximately $63 million in the first quarter of 2014. We paid $2.3 million in the first quarter of 2014 to settle agreed upon issues. While the remaining unrecognized tax benefits could require the aggregate use of cash totaling approximately $53.9 million, we do not anticipate any payments within the next twelve months. As we cannot make reliable estimates regarding the timing of the cash flows by period, we have included unrecognized tax benefits within the “All Other” column in the table above.
Capital Structure
Every year we examine our capital structure and review our liquidity and funding plans. During 2014, in connection with our focus on our Total Shareholder Return, we anticipate continued share repurchases and cash dividends.
We believe that cash provided by operating activities, supplemented from time-to-time as needed with readily available financing arrangements, is sufficient to meet our short-term needs, including the cash cost of restructuring charges, our capital investments, contractual obligations and contingencies, excluding the legal matters identified within this Annual Report on Form 10-K for which exposures cannot be estimated. See Note 13 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.
As we execute our long-term strategy, which contemplates strategic acquisitions, we may require financing of our existing debt instruments or consider additional financing. We regularly evaluate market conditions, our liquidity profile and various financing alternatives for opportunities to enhance our capital structure. While we feel confident that such financing arrangements are available to us, there can be no guarantee that we will be able to access new sources of liquidity when required.
The disruption in the economic environment has had a significant adverse impact on a number of commercial and financial institutions. Our liquidity has not been impacted by the current credit environment and management does not expect that it will be materially impacted in the near future. Management continues to closely monitor our liquidity, the credit markets and our financial counterparties. However, management cannot predict with any certainty the impact to us of any further disruption in the credit environment.
Share Repurchases
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program leaving $165.0 million remaining under this program as of December 31, 2013. We anticipate that this program will be completed around the middle of 2014.
In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of shares issued under our stock incentive plans and ESPP. During the year ended December 31, 2013 we repurchased 962,686 shares of common stock for $95.0 million under this share repurchase program with 2,858,834 shares of common

56



stock remaining under this program as of December 31, 2013. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.
Dividends
In February 2014, we approved the declaration of a dividend of $0.44 per share of common stock for the first quarter of 2014. This cash dividend will be payable on March 12, 2014 to shareholders of record at the close of business on February 25, 2014.
Potential Payments in Legal Matters
We and our predecessors are involved in certain legal proceedings, claims and litigation arising in the ordinary course of business. These matters are at various stages of resolution, but could ultimately result in significant cash payments as described in Note 13 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K. We believe we have adequate reserves recorded in the consolidated financial statements for our share of current exposures in these matters, where applicable, as described therein.
Pension Plan and Postretirement Benefit Plan Contribution Requirements
For financial statement reporting purposes, the net funded status of our pension plans, as determined in accordance with GAAP, had a deficit of $84.8 million, $249.4 million and $41.7 million for the U.S. Qualified Plan, the U.S. Non-Qualified Plans and the non-U.S. plans, respectively, at December 31, 2013, as compared to a deficit of $315.7 million, $278.8 million and $58.8 million for the U.S. Qualified Plan, the U.S. Non-Qualified Plans and the non-U.S. plans, respectively, at December 31, 2012. The improvement in the funded status of our global plans was primarily due to a lower projected benefit obligation at December 31, 2013, which was driven by a lower discount rate. In addition our plan asset value was higher at December 31, 2013 as result of better asset performance in 2013 for our global plans. See Note 10 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.
During fiscal 2013, we were not required to make contributions to the U.S. Qualified Plan, the largest of our six plans, under funding regulations associated with the Pension Protection Act of 2006 (“PPA 2006”), as amended by the Moving Ahead for Progress in the 21st Century Act ("MAP-21"), as the plan was considered “fully funded” for the 2012 plan year. However, we made a $20.0 million contribution to the U.S. Qualified Plan in fiscal 2013 to satisfy funding requirements due in fiscal 2014 related to the 2013 and 2014 plan years. We do not expect to make any contributions to the U.S. Qualified Plan in fiscal 2014 for the 2013 plan years based on the minimum funding requirements as defined in the Pension Protection Act of 2006, as amended by the MAP-21. However, we may consider making contributions of up to $18 million to the U.S. Qualified Plan in fiscal 2014 related to the 2014 plan year, which is not due until fiscal 2015. Final funding requirements for the 2014 plan year will be determined based on our January 2014 actuarial valuation. We expect to continue to make cash contributions to our other pension plans during 2014. The expected 2014 contribution is approximately $19.8 million, compared to contributions of $51.2 million in 2013. In addition, we expect to make benefit payments related to our postretirement benefit plan of approximately $4.3 million during 2014, compared to benefit payments of $3.0 million in 2013. See the Contractual Cash Obligations table above for projected contributions and benefit payments beyond 2013.
Commercial Paper Program
We maintain an $800 million commercial paper program which is supported by the $800 million revolving credit facility. The commercial paper program was increased from $300 million to $800 million in July 2012 (limited by borrowed amounts outstanding under the $800 million revolving credit facility). Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed $800 million outstanding at any one time and with maturities not exceeding 364 days from the date of issuance. Outstanding commercial paper effectively reduces the amount available for borrowing under the $800 million revolving credit facility.
Off-Balance Sheet Arrangements and Related Party Transactions
We do not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements except for those disclosed in Note 7 to the consolidated financial statements included in Item 8. of this Annual Report on Form 10-K.
We do not have any related party transactions as of December 31, 2013.

57



Fair Value Measurements
Our non-recurring non-financial assets and liabilities include long-lived assets held and used, goodwill and intangible assets. These assets are recognized at fair value when they are deemed to be impaired.
During the fourth quarter of 2013, we recorded an impairment charge of $31.3 million primarily related to technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is zero based on Level III inputs (see Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion on the level inputs), as market data is not readily available. Of the $31.3 million impairment charge, $28.6 million was included in "Operating Costs" and $2.7 million was included in "Selling and Administrative Expenses" in our North America segment.
During the fourth quarter of 2013, we also recorded an impairment charge of $1.7 million related to our China Trade Portal ("Portal") asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is zero based on Level III inputs as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.
During the first quarter of 2012, we recorded an impairment charge of $12.9 million related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of intangible assets, prepaid costs and software is zero based on Level III inputs, as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the $12.9 million charge, $4.1 million was included in "Operating Costs" and $8.8 million was included in "Selling and Administrative Expenses" in our Asia Pacific segment.
During the fourth quarter of 2011, we recorded an impairment charge of $3.3 million related to the intangible assets acquired from the AllBusiness.com acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is zero based on Level III inputs. The impairment charge was included in “Selling and Administrative Expenses” in our North America segment.
During the third quarter of 2011, we recorded an impairment charge of approximately $8 million related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be zero. The impairment charge was included in "Other Income (Expense) - Net" in our Europe and Other International Markets segment.
As of December 31, 2013, we did not have any unobservable (Level III) inputs in determining fair value for our assets and liabilities measured at fair value on a recurring basis other than our real estate funds within our pension funds.


58



Forward-Looking Statements
We may from time-to-time make written or oral “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements contained in filings with the Securities and Exchange Commission, in reports to shareholders and in press releases and investor Web casts. These forward-looking statements include, without limitation, any statements related to financial guidance or strategic goals. These forward-looking statements can also be identified by the use of words like “anticipates,” “aspirations,” “believes,” “continues,” “estimates,” “expects,” “goals,” “guidance,” “intends,” “plans,” “projects,” “strategy,” “targets,” “commits,” “will” and other words of similar meaning. They can also be identified by the fact that they do not relate strictly to historical or current facts.
We cannot guarantee that any forward-looking statement will be realized. Achievement of future results is subject to risks, uncertainties and inaccurate assumptions. Should known or unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. Investors should bear this in mind as they consider forward-looking statements and whether to invest in, or remain invested in, our securities.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we are identifying the following important factors that, individually or in the aggregate, could cause actual results to differ materially from those contained in any forward-looking statements made by us; any such statement is qualified by reference to the following cautionary factors: (i) reliance on third parties to support critical components of our business model; (ii) the level and effectiveness of our technology investments; (iii) our ability to protect our information technology infrastructure against cyber attack and unauthorized access; (iv) risks associated with potential violations of the Foreign Corrupt Practices Act and similar laws; (v) customer demand for our products; (vi) the successful implementation of our business strategy; (vii) the integrity and security of our global database and data centers; (viii) our ability to maintain the integrity of our brand and reputation; (ix) our ability to renew large contracts and the related revenue recognition and timing thereof; (x) the impact of macro-economic challenges on our customers and vendors; (xi) efforts to balance government deficits; (xii) future laws or regulations with respect to the collection, compilation, storage, use and/or publication of information and adverse publicity or litigation concerning the commercial use of such information; (xiii) our ability to acquire and successfully integrate other businesses, products and technologies; (xiv) adherence by third-party members of our D&B Worldwide Network, or other third parties who license and sell under the D&B name, to our quality standards and to the renewal of their agreements with D&B; (xv) the effects of foreign and evolving economies, exchange rate fluctuations, legislative or regulatory requirements and the implementation or modification of fees or taxes to acquire, use and/or redistribute data; and (xvi) the other factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis,” “Legal Proceedings” and elsewhere in this Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and the Company’s other reports or documents filed or furnished with the Securities and Exchange Commission.
It should be understood that it is not possible to predict or identify all risk factors. Consequently, the above list of important factors and the Risk Factors discussed in Item 1A. of this Annual Report on Form 10-K should not be considered to be a complete discussion of all of our potential trends, risks and uncertainties. Except as otherwise required by federal securities laws, we do not undertake any obligation to update any forward-looking statement we may make from time-to-time.

Item 7A.     Quantitative and Qualitative Disclosures About Market Risk

Information in response to this Item is set forth under the caption "Market Risk" in Item 7. of this Annual Report on Form 10-K.

59



Item 8.     Financial Statements and Supplementary Data

Index to Financial Statements and Schedules

Schedules
Schedules are omitted as they are not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes to the consolidated financial statements.


60



MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
Management is responsible for the preparation of the consolidated financial statements and related information appearing in this report. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the consolidated financial statements reasonably present our financial position and results of operations in conformity with generally accepted accounting principles in the United States of America. Management also has included in the consolidated financial statements amounts that are based on estimates and judgments which it believes are reasonable under the circumstances.
An independent registered public accounting firm audits our consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and their report is provided herein.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER
FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. Management designed our internal control systems in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 1992 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its evaluation, our management concluded that our internal control over financial reporting was effective at the reasonable assurance level as of December 31, 2013.
The effectiveness of our internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included herein.

61



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations and comprehensive income, cash flows, and shareholders’ equity (deficit) present fairly, in all material respects, the financial position of The Dun & Bradstreet Corporation and its subsidiaries at December 31, 2013 and December 31, 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing on page 61. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

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



/s/ PricewaterhouseCoopers LLP
New York, NY
February 28, 2014

62



THE DUN & BRADSTREET CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
 
For the Years Ended
 
December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions, except per share data)
Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

Operating Expenses
550.5

 
521.0

 
587.1

Selling and Administrative Expenses
582.5

 
602.2

 
643.4

Depreciation and Amortization
71.2

 
78.3

 
81.1

Restructuring Charge
13.9

 
29.4

 
22.1

Operating Costs
1,218.1

 
1,230.9

 
1,333.7

Operating Income
437.1

 
432.1

 
424.8

Interest Income
1.3

 
0.8

 
1.5

Interest Expense
(40.7
)
 
(39.5
)
 
(37.0
)
Other Income (Expense) – Net
(1.7
)
 
(15.1
)
 
(21.2
)
Non-Operating Income (Expense) – Net
(41.1
)
 
(53.8
)
 
(56.7
)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates
396.0

 
378.3

 
368.1

Less: Provision for Income Taxes
135.5

 
83.1

 
109.2

Equity in Net Income of Affiliates
1.6

 
1.3

 
1.3

Net Income
262.1

 
296.5

 
260.2

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(3.6
)
 
(1.0
)
 
0.1

Net Income Attributable to D&B
$
258.5

 
$
295.5

 
$
260.3

Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28

Weighted Average Number of Shares Outstanding-Basic
39.1

 
45.6

 
48.9

Weighted Average Number of Shares Outstanding-Diluted
39.5

 
46.0

 
49.3

Cash Dividend Paid Per Common Share
$
1.60

 
$
1.52

 
$
1.44

Other Comprehensive Income, Net of Tax:
 
 
 
 
 
Net Income (from above)
$
262.1

 
$
296.5

 
$
260.2

Foreign Currency Translation Adjustments, no Tax Impact
(35.6
)
 
17.1

 
(7.5
)
Defined Benefit Pension Plans:
 
 
 
 
 
Prior Service Costs, Net of Tax Income (Expense) (1)
(5.6
)
 
(6.4
)
 
(5.8
)
Net Actuarial Gain (Loss), Net of Tax Income (Expense) (2)
154.4

 
(56.2
)
 
(116.6
)
Derivative Financial Instruments, Net of Tax Income (Expense) (3)

 
0.1

 
3.0

Comprehensive Income, Net of Tax
375.3

 
251.1

 
133.3

Less: Comprehensive (Income) Loss Attributable to the Noncontrolling Interest
(3.5
)
 
(1.0
)
 
1.4

Comprehensive Income Attributable to D&B
$
371.8

 
$
250.1

 
$
134.7

(1)
Tax Income (Expense) of $3.3 million, $3.1 million and $3.8 million during the years ended December 31, 2013, 2012 and 2011, respectively.
(2)
Tax Income (Expense) of $(91.7) million, $27.2 million and $76.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. In addition, for each of the years ended December 31, 2013, 2012, and 2011, there was an adjustment to our pension liabilities of $127.9 million, $(78.4) million, and $(131.1) million, net of tax income (expense) of $(75.9) million, $38.0 million, and $86.2 million, respectively, which is reflected in Accumulated Other Comprehensive Income.
(3)
Tax Income (Expense) of $(1.9) million during the year ended December 31, 2012. No tax impact during the years ended December 31, 2013 and 2011.
The accompanying notes are an integral part of the consolidated financial statements.

63



THE DUN & BRADSTREET CORPORATION
CONSOLIDATED BALANCE SHEETS
 
December 31,
 
2013
 
2012
 
(Amounts in millions, except per
share data)
ASSETS
 
 
 
Current Assets
 
 
 
Cash and Cash Equivalents
$
235.9

 
$
149.1

Accounts Receivable, Net of Allowance of $23.9 at December 31, 2013 and $27.3 at December 31, 2012
518.5

 
514.3

Other Receivables
6.3

 
6.5

Prepaid Taxes
9.1

 

Deferred Income Tax
14.0

 
26.3

Other Prepaids
30.3

 
46.8

Other Current Assets
8.3

 
4.4

Total Current Assets
822.4

 
747.4

Non-Current Assets
 
 
 
Property, Plant and Equipment, Net of Accumulated Depreciation of $83.9 at December 31, 2013 and $81.2 at December 31, 2012
39.6

 
40.6

Computer Software, Net of Accumulated Amortization of $474.1 at December 31, 2013 and $431.9 at December 31, 2012
107.9

 
140.9

Goodwill
589.1

 
611.1

Deferred Income Tax
148.4

 
247.8

Other Receivables
45.6

 
47.1

Other Intangibles (Note 15)
76.7

 
99.3

Other Non-Current Assets
60.6

 
57.6

Total Non-Current Assets
1,067.9

 
1,244.4

Total Assets
$
1,890.3

 
$
1,991.8

LIABILITIES
 
 
 
Current Liabilities
 
 
 
Accounts Payable
$
41.4

 
$
40.9

Accrued Payroll
86.4

 
96.5

Accrued Income Tax
7.5

 
9.5

Short-Term Debt
0.1

 
0.2

Other Accrued and Current Liabilities (Note 15)
116.1

 
118.9

Deferred Revenue
600.8

 
610.7

Total Current Liabilities
852.3

 
876.7

Pension and Postretirement Benefits
394.1

 
668.3

Long-Term Debt
1,516.0

 
1,290.7

Liabilities for Unrecognized Tax Benefits
108.0

 
105.9

Other Non-Current Liabilities
62.2

 
64.5

Total Liabilities
2,932.6

 
3,006.1

Contingencies (Note 13)

 

EQUITY
 
 
 
D&B SHAREHOLDERS’ EQUITY (DEFICIT)
 
 
 
Series A Junior Participating Preferred Stock, $0.01 par value per share, authorized - 0.5 shares; outstanding - none

 

Preferred Stock, $0.01 par value per share, authorized - 9.5 shares; outstanding - none

 

Series Common Stock, $0.01 par value per share, authorized - 10.0 shares; outstanding - none

 

Common Stock, $0.01 par value per share, authorized - 200.0 shares; issued - 81.9 shares
0.8

 
0.8

Capital Surplus
270.0

 
261.7

Retained Earnings
2,600.9

 
2,405.5

Treasury Stock, at cost, 44.1 shares at December 31, 2013 and 40.6 shares at December 31, 2012
(3,181.3
)
 
(2,833.3
)
Accumulated Other Comprehensive Income (Loss)
(738.8
)
 
(852.1
)
Total D&B Shareholders’ Equity (Deficit)
(1,048.4
)
 
(1,017.4
)
Noncontrolling Interest
6.1

 
3.1

Total Equity (Deficit)
(1,042.3
)
 
(1,014.3
)
Total Liabilities and Shareholders’ Equity (Deficit)
$
1,890.3

 
$
1,991.8

The accompanying notes are an integral part of the consolidated financial statements.

64



THE DUN & BRADSTREET CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
(Amounts in millions)
Cash Flows from Operating Activities:
 
 
 
 
 
Net Income
$
262.1

 
$
296.5

 
$
260.2

Reconciliation of Net Income to Net Cash Provided by Operating Activities:
 
 
 
 
 
Depreciation and Amortization
71.2

 
78.3

 
81.1

Amortization of Unrecognized Pension Loss
33.4

 
23.5

 
14.6

(Gain) Loss from Sales of Business / Investments

 
(6.1
)
 
11.7

Impairment of Assets
33.3

 
16.1

 
3.3

Settlement Charge Related to Legacy Pension Obligation

 

 
5.1

Income Tax Benefit from Stock-Based Awards
12.2

 
7.0

 
12.2

Excess Tax Benefit on Stock-Based Awards
(3.5
)
 
(2.2
)
 
(5.8
)
Equity Based Compensation
8.7

 
10.6

 
12.4

Restructuring Charge
13.9

 
29.4

 
22.1

Restructuring Payments
(14.7
)
 
(28.2
)
 
(19.7
)
Changes in Deferred Income Taxes, Net
17.8

 
4.9

 
11.7

Changes in Accrued Income Taxes, Net
(15.8
)
 
(32.0
)
 
(7.5
)
Changes in Current Assets and Liabilities:
 
 
 
 
 
(Increase) Decrease in Accounts Receivable
(8.3
)
 
(14.4
)
 
(12.0
)
Decrease (Increase) in Other Current Assets
15.7

 
9.0

 
(15.9
)
(Decrease) Increase in Deferred Revenue
(8.8
)
 
8.9

 
1.0

(Decrease) Increase in Accounts Payable
(0.7
)
 
3.8

 
2.0

(Decrease) Increase in Accrued Liabilities
(8.8
)
 
(30.6
)
 
(20.7
)
(Decrease) Increase in Other Accrued and Current Liabilities

 
(3.7
)
 
(1.5
)
Changes in Non-Current Assets and Liabilities:
 
 
 
 
 
(Increase) Decrease in Other Long-Term Assets
(3.4
)
 
27.8

 
16.6

Net (Decrease) Increase in Long-Term Liabilities
(69.5
)
 
(42.8
)
 
(61.3
)
Net, Other Non-Cash Adjustments
(1.5
)
 
2.0

 
3.3

Net Cash Provided by Operating Activities
333.3

 
357.8

 
312.9

Cash Flows from Investing Activities:
 
 
 
 
 
Proceeds from Sales of Businesses, Net of Cash Divested
0.8

 
9.1

 
5.1

Payments for Acquisitions of Businesses, Net of Cash Acquired

 

 
(13.5
)
Investment in Debt Security

 

 
(1.0
)
Cash Settlements of Foreign Currency Contracts
(7.2
)
 
6.0

 
(1.0
)
Capital Expenditures
(9.5
)
 
(7.0
)
 
(6.2
)
Additions to Computer Software and Other Intangibles
(45.6
)
 
(67.4
)
 
(47.2
)
(Reimbursement) Receipt of Proceeds Related to a Divested Business

 

 
(7.4
)
Net, Other
(0.1
)
 
0.3

 
(2.2
)
Net Cash Used in Investing Activities
(61.6
)
 
(59.0
)
 
(73.4
)
Cash Flows from Financing Activities:
 
 
 
 
 
Payments for Purchases of Treasury Shares
(420.0
)
 
(508.0
)
 
(185.4
)
Net Proceeds from Stock-Based Awards
69.6

 
20.1

 
29.6

Payment of Bond Issuance Costs

 
(5.4
)
 
(1.6
)
Payment of Debt

 
(400.0
)
 

Proceeds from Issuance of Long-Term Debt

 
747.0

 

Payments of Dividends
(62.5
)
 
(69.0
)
 
(70.4
)
Proceeds from Borrowings on Credit Facilities
606.2

 
915.1

 
677.8

Payments of Borrowings on Credit Facilities
(379.9
)
 
(934.3
)
 
(690.4
)
Excess Tax Benefit on Stock-Based Awards
3.5

 
2.2

 
5.8

Capital Lease and Other Long-Term Financing Obligation Payment
(0.6
)
 
(2.0
)
 
(3.2
)
Net, Other
(0.6
)
 
(1.6
)
 
(0.2
)
Net Cash Used in Financing Activities
(184.3
)
 
(235.9
)
 
(238.0
)
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(0.6
)
 
1.8

 
4.4

Increase (Decrease) in Cash and Cash Equivalents
86.8

 
64.7

 
5.9

Cash and Cash Equivalents, Beginning of Period
149.1

 
84.4

 
78.5

Cash and Cash Equivalents, End of Period
$
235.9

 
$
149.1

 
$
84.4

Supplemental Disclosure of Cash Flow Information:
 
 
 
 
 
Cash Paid for:
 
 
 
 
 
Income Taxes, Net of Refunds
$
121.2

 
$
103.2

 
$
92.8

Interest
$
39.9

 
$
41.8

 
$
33.4

The accompanying notes are an integral part of the consolidated financial statements.

65



THE DUN & BRADSTREET CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
 
 
 
 
 
For the Years Ended December 31, 2013, 2012 and 2011
 
 
 
 
 
 
 
 
 
(Amounts in millions, except per share data)
 
 
 
 
 
Common
Stock ($0.01
Par Value)
 
Capital
Surplus
 
Retained
Earnings
 
Treasury
Stock
 
Cumulative
Translation
Adjustment
 
Minimum
Pension
Liability
Adjustment
 
Derivative
Financial
Instrument
 
Total D&B
Shareholders’
Equity
(Deficit)
 
Noncontrolling
Interest
 
Total
Equity
(Deficit)
Balance, January 1, 2011
$
0.8

 
$
227.3

 
$
1,989.5

 
$
(2,214.1
)
 
$
(162.1
)
 
$
(516.0
)
 
$
(3.0
)
 
$
(677.6
)
 
$
8.8

 
$
(668.8
)
Net Income

 

 
260.3

 

 

 

 

 
260.3

 
(0.1
)
 
260.2

Noncontrolling Interest Reclassed to Liability Held for Sale

 

 

 

 

 

 

 

 
(4.7
)
 
(4.7
)
Sale of Noncontrolling Interest

 

 

 

 

 

 

 

 
1.7

 
1.7

Equity-Based Plans

 
5.2

 

 
43.2

 

 

 

 
48.4

 

 
48.4

Treasury Shares Acquired

 

 

 
(185.4
)
 

 

 

 
(185.4
)
 

 
(185.4
)
Pension Adjustments, net of tax of $80.4

 

 

 

 

 
(122.4
)
 

 
(122.4
)
 

 
(122.4
)
Dividend Declared

 

 
(70.5
)
 

 

 

 

 
(70.5
)
 
(0.7
)
 
(71.2
)
Adjustments to Legacy Tax Matters

 
6.5

 

 

 

 

 

 
6.5

 

 
6.5

Change in Cumulative Translation Adjustment

 

 

 

 
(6.2
)
 

 

 
(6.2
)
 
(1.3
)
 
(7.5
)
Derivative Financial Instruments, no tax impact

 

 

 

 

 

 
3.0

 
3.0

 

 
3.0

Balance, December 31, 2011
$
0.8

 
$
239.0

 
$
2,179.3

 
$
(2,356.3
)
 
$
(168.3
)
 
$
(638.4
)
 
$

 
$
(743.9
)
 
$
3.7

 
$
(740.2
)
Net Income

 

 
295.5

 

 

 

 

 
295.5

 
1.0

 
296.5

Payment to Noncontrolling Interest

 

 

 

 

 

 

 

 
(1.2
)
 
(1.2
)
Sale of Noncontrolling Interest

 

 

 

 

 

 

 

 
(0.4
)
 
(0.4
)
Equity-Based Plans

 
21.1

 

 
31.0

 

 

 

 
52.1

 

 
52.1

Treasury Shares Acquired

 

 

 
(508.0
)
 

 

 

 
(508.0
)
 

 
(508.0
)
Pension Adjustments, net of tax of $30.3

 

 

 

 

 
(62.6
)
 

 
(62.6
)
 

 
(62.6
)
Dividend Declared

 

 
(69.3
)
 

 

 

 

 
(69.3
)
 

 
(69.3
)
Adjustments to Legacy Tax Matters

 
1.6

 

 

 

 

 

 
1.6

 

 
1.6

Change in Cumulative Translation Adjustment

 

 

 

 
17.1

 

 

 
17.1

 

 
17.1

Derivative Financial Instruments, net of $1.9 tax

 

 

 

 

 

 
0.1

 
0.1

 

 
0.1

Balance, December 31, 2012
$
0.8

 
$
261.7

 
$
2,405.5

 
$
(2,833.3
)
 
$
(151.2
)
 
$
(701.0
)
 
$
0.1

 
$
(1,017.4
)
 
$
3.1

 
$
(1,014.3
)
Net Income

 

 
258.5

 

 

 

 

 
258.5

 
3.6

 
262.1

Payment to Noncontrolling Interest

 

 

 

 

 

 

 

 
(0.5
)
 
(0.5
)
Equity-Based Plans

 
8.3

 

 
72.0

 

 

 

 
80.3

 

 
80.3

Treasury Shares Acquired

 

 

 
(420.0
)
 

 

 

 
(420.0
)
 

 
(420.0
)
Pension Adjustments, net of tax of $88.4

 

 

 

 

 
148.8

 

 
148.8

 

 
148.8

Dividend Declared

 

 
(63.1
)
 

 

 

 

 
(63.1
)
 

 
(63.1
)
Change in Cumulative Translation Adjustment

 

 

 

 
(35.5
)
 

 

 
(35.5
)
 
(0.1
)
 
(35.6
)
Balance, December 31, 2013
$
0.8

 
$
270.0

 
$
2,600.9

 
$
(3,181.3
)
 
$
(186.7
)
 
$
(552.2
)
 
$
0.1

 
$
(1,048.4
)
 
$
6.1

 
$
(1,042.3
)

The accompanying notes are an integral part of the consolidated financial statements.

66



THE DUN & BRADSTREET CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular dollar amounts in millions, except per share data)
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business. The Dun & Bradstreet Corporation (“D&B” or “we” or “our” or "us" or the “Company”) is the world's leading source of commercial data, analytics and insight on businesses, or “content.” Our global commercial database as of December 31, 2013 contained more than 230 million business records. We transform commercial data into valuable insight which is the foundation of our global solutions that customers rely on to make critical business decisions.
D&B provides solution sets that meet a diverse set of customer needs globally. Customers use D&B Risk Management Solutions™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability, and D&B Sales & Marketing Solutions™ to provide data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers.
Effective January 1, 2013, we began managing and reporting our North America Risk Management Solutions business as:

DNBi subscription plans - DNBi, our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. DNBi subscription plans are contracts that allow customers' unlimited use;

Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use; and

Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

Management believes that these measures provide further insight into our performance and the growth of our North America Risk Management Solutions revenue. Therefore, we no longer report our Risk Management Solutions business on a traditional, value-added and supply management solutions basis for any segment.
Within our North America Sales & Marketing Solutions, we monitor the performance of our  “Traditional” products and our “Value-Added” products.
Our Traditional Sales & Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales & Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.
Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&B Optimizer™ (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or “DaaS”) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.
Basis of Presentation. The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; liabilities for potential tax exposure and potential litigation claims and settlements;

67

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; long-term asset and amortization recoverability; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the revisions in the consolidated financial statements in the period in which we determine any revisions to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions.
The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. Investments over which we do not have significant influence are recorded under the cost method of accounting. We periodically review our investments to determine if there has been any impairment judged to be other than temporary. Such impairments are recorded as write-downs in the consolidated statements of operations and comprehensive income.
All intercompany transactions and balances have been eliminated in consolidation.

On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):
North America (which consists of our operations in the United States (“U.S.”) and Canada);
Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and
Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (“U.K.”), the Netherlands, Belgium, Latin America and European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:
North America (which consisted of our operations in the U.S. and Canada);
Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and
Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
The financial statements of the subsidiaries outside North America reflect a fiscal year ended November 30 in order to facilitate the timely reporting of our consolidated financial results and consolidated financial position.
Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation.
Significant Accounting Policies
Revenue Recognition. Revenue is recognized when the following four conditions are met:
Persuasive evidence of an arrangement exists;
The contract fee is fixed or determinable;
Delivery or performance has occurred; and
Collectability is reasonably assured.
If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable, assuming all other revenue recognition criteria have been met.
Our Risk Management Solutions are generally sold under fixed price subscription contracts that allow customers unlimited access to risk information. Revenue on this type of contract is recognized ratably over the term of the contract.

68

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


Risk information is also sold using monthly or annual contracts that allow customers to purchase our risk information up to the contract amount based on an agreed price list. Once the contract amount is fully used, additional risk information can be purchased at per-item prices, which may be different than those in the original contract. Revenue on these contracts is recognized on a per-item basis as information is purchased and delivered to the customer. If customers do not use the full amount of their contract and forfeit the unused portion, we recognize the forfeited amount as revenue at contract expiration.
Where a data file of risk information is sold with periodic updates to that information, a portion of the revenue related to the updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Revenue related to services, such as monitoring, is recognized ratably over the period of performance.
Sales & Marketing Solutions that provide continuous access to our marketing information and business reference databases may include access or hosting fees which are sold on a subscription basis. Revenue is recognized ratably over the term of the contract, which is typically one year.
Where a data file of marketing information is sold, we recognize revenue upon delivery of the marketing data file to the customer. If the contract provides for periodic updates to that marketing data file, the portion of the revenue related to updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Sales of software that are considered to be more than incidental are recognized in revenue when a noncancelable license agreement has been signed and the software has been shipped and installed, if required.
Revenue from consulting and training services is recognized as the services are performed.
Multiple Element Arrangements
Effective January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition – Multiple-Deliverable Revenue Arrangements,” which amends guidance in Accounting Standards Codification ("ASC") 605-25, “Revenue Recognition: Multiple-Element Arrangements,” on a prospective basis for all new or materially modified arrangements entered into on or after that date. The new standard:
Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated;
Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (“BESP”) of each element if a vendor does not have vendor-specific objective evidence of selling prices (“VSOE”) or third-party evidence of selling price (“TPE”); and
Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method.
We have certain solution offerings that are sold as multi-element arrangements. The multiple element arrangements or deliverables may include access to our business information database, information data files, periodic data refreshes, software and services. We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. Most product and service deliverables qualify as separate units of accounting and can be sold stand-alone or in various combinations across our markets. A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered items. If the arrangement includes a customer-negotiated refund or return right relative to the delivered items, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered item constitutes a separate unit of accounting. The new guidance requires for deliverables with stand-alone value in a multi-element arrangement for which revenue was previously deferred due to undelivered elements not having the fair value of the selling price to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement.
If the deliverable or a group of deliverables meet the separation criteria, the total arrangement consideration is allocated to each unit of accounting based on its relative selling price. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting.
We determine the selling price for each deliverable using VSOE, if it exists, TPE if VSOE does not exist, or BESP if neither VSOE nor TPE exist. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element.

69

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


Consistent with our methodology under the previous accounting guidance, we determine VSOE of a deliverable by monitoring the price at which we sell the deliverable on a stand-alone basis to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to us infrequently selling each element separately, not pricing products or services within a set range, or only having a limited sales history. Where we are unable to establish VSOE, we may use the price at which we or a third party sell a similar product to similarly situated customers on a stand-alone basis. Generally, our offerings contain a level of differentiation such that comparable pricing of solutions with similar functionality or delivery cannot be obtained. Furthermore, we are rarely able to reliably determine what similar competitors’ selling prices are on a stand-alone basis. Therefore, we typically are not able to determine TPE of selling price.
When we are unable to establish selling prices by using VSOE or TPE, we establish the BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the solution were sold on a stand-alone basis. The determination of BESP is based on our review of available data points and consideration of factors such as but not limited to pricing practices, our growth strategy, geographies and customer segment and market conditions. The determination of BESP is made through consultation with and formal approval of our management, taking into consideration our go-to-market strategy.
We regularly review VSOE and have a review process for TPE and BESP and maintain internal controls over the establishment and updates of these estimates.
Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information solutions and generally relates to deferral of subscription revenue. Deferred revenue is included in current liabilities in the balance sheet and is subsequently recognized as revenue in accordance with our revenue recognition policies.
We record revenue on a net basis for those sales where we act as an agent or broker in the transaction.
Sales Cancellations. In determining sales cancellation allowances, we analyze historical trends, customer-specific factors and current economic trends. Based on this information, we record an allowance as appropriate.
Restructuring Charges. Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10,” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.
Employee Benefit Plans. We provide various defined benefit plans to our employees as well as healthcare benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.
Income Taxes and Tax Contingencies. In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense.

70

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.
Legal Contingencies. We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. In addition, from time-to-time we may be involved in additional matters which could become material and for which we may also establish reserve amounts as discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.
Cash and Cash Equivalents. We consider all investments purchased with an initial term to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates market value because of the short maturity of the instruments.
Accounts Receivable and Allowance for Bad Debts. Accounts receivable are recorded at the invoiced amount and do not bear interest. With respect to estimating the allowance for bad debts, we analyze the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends and we record an allowance as appropriate.
Property, Plant and Equipment. Property, plant and equipment are stated at cost, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated using the straight-line method. Buildings are depreciated over a period of 40 years. Equipment, including furniture, is depreciated over a period of three to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. Property, plant and equipment depreciation and amortization expense for the years ended December 31, 2013, 2012 and 2011 was $8.1 million, $11.2 million and $12.3 million, respectively.
Computer Software. We develop various computer software applications for internal use including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (backoffice systems) and systems which we use to deliver our information solutions to customers (customer-facing systems).
We expense costs as incurred during the preliminary development stage which includes conceptual formulation and review of alternatives. Once that stage is complete, we begin the application development stage which includes design, coding and testing. Direct internal and external costs incurred during this stage are capitalized. Capitalization of costs cease when the

71

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


software is ready for its intended use and all substantial testing is completed. Upgrades and enhancements which provide added functionality are accounted for in the same manner. Maintenance costs incurred solely to extend the life of the software are expensed as incurred.  
We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets.
Internal-use software is tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets).
We also develop software for sale to customers. Costs are expensed until technological feasibility is established after which costs are capitalized until the software is ready for general release to customers. Costs of enhancements that extend the life or improve the marketability of the software are capitalized once technological feasibility is reached. Maintenance and customer support are expensed as incurred.
Capitalized costs of software for sale are amortized on a straight-line basis over the estimated economic life of the software of three years. We continually evaluate recoverability of the unamortized costs, which are reported at the lower of unamortized cost or net realizable value.
The computer software amortization expense for the years ended December 31, 2013, 2012 and 2011 were $46.9 million, $49.2 million and $46.0 million, respectively. As of December 31, 2013 and 2012, we acquired $2.9 million and $4.2 million, respectively, of computer software, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets as of December 31, 2013 and 2012, and was therefore excluded from the consolidated statements of cash flows for the years ended December 31, 2013 and 2012, respectively.
Goodwill and Other Indefinite-Lived Intangible Assets. Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value.
We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment that is a business for which discrete financial information is available and reviewed by a segment manager. Our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Asia Partnerships, Greater China, Australia and India. We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we used projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management.  
In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense.
For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets.
No impairment charges were recognized related to goodwill and indefinite-lived intangible assets for the fiscal years ended December 31, 2013, 2012 and 2011.
Other intangibles, which primarily include customer lists and relationships, trademarks and technology related assets resulting from acquisitions, are being amortized over one to 17 years based on their estimated useful life using the straight-line

72

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


method. Other intangibles amortization expense for the years ended December 31, 2013, 2012 and 2011 were $15.9 million, $17.3 million and $22.5 million, respectively. Other intangibles are tested for recoverability along with other long-lived assets, excluding goodwill and indefinite-lived intangibles, whenever events or circumstances indicate the carrying value may not be recoverable. See “Impairment of Long-Lived Assets” below.
Future amortization of acquired intangible assets as of December 31, 2013 is as follows:
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
$
76.7

 
$
14.8

 
$
12.3

 
$
11.4

 
$
7.6

 
$
6.2

 
$
24.4

Impairment of Long-Lived Assets. Long-lived assets, including property, plant and equipment, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approach.
During the fourth quarter of 2013, we recorded an impairment charge of $31.3 million primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs), as market data is not readily available. Of the $31.3 million impairment charge, $28.6 million was included in "Operating Costs" and $2.7 million was included in "Selling and Administrative Expenses" in our North America segment.
During the fourth quarter of 2013, we also recorded an impairment charge of $1.7 million related to our China Trade Portal ("Portal") asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.
During the first quarter of 2012, we recorded an impairment charge of $12.9 million related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of these intangible assets, prepaid costs and software is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the $12.9 million impairment charge, $4.1 million was included in "Operating Costs" and $8.8 million was included in "Selling and Administrative Expenses" in our Asia Pacific segment.
During the fourth quarter of 2011, we recorded an impairment charge of $3.3 million related to the intangible assets acquired from the AllBusiness.com, Inc. (“AllBusiness.com”) acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is zero based on Level III inputs (see “Fair Value Measurements” below for discussion on Level inputs). The impairment charge was included in “Selling and Administrative Expenses” in our North America segment.
During the third quarter of 2011, we recorded an impairment charge of approximately $8.0 million related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be zero. The impairment charge was included in Other Income (Expense) – Net in our Europe and Other International Markets segment.
Foreign Currency Translation. For all operations outside the U.S. where we have designated the local currency as the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using average exchange rates for the year. For those countries where we designate the local currency as the functional currency, translation adjustments are accumulated in a separate component of shareholders’ equity. We recorded foreign currency translation income of $0.1 million, foreign currency translation income of $0.9 million and foreign currency translation expense of $3.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.

73

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


Earnings Per Share (“EPS”) of Common Stock. Basic EPS is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted EPS is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted EPS is solely attributable to stock options and restricted stock programs. We use the treasury stock method to calculate the impact of outstanding stock options and restricted stock units.
We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just service. Our performance-based restricted stock units are deemed to be contingently issuable shares.
In addition, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities.
Stock-Based Compensation. Our stock-based compensation programs are described more fully in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K.
The compensation expense of our stock-based compensation programs is calculated by estimating the fair value of each stock-based award at the date of grant. The stock-based compensation expense is recognized over the shorter of the award’s vesting period or the period from the date of grant to the date when retirement eligibility is achieved. In addition, we estimate future forfeitures in calculating the stock-based compensation expense as opposed to only recognizing these forfeitures and the corresponding reductions in expense as they occur.
For stock option awards, the fair value is estimated on the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the stock option and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine our expected term assumption using a midpoint scenario that combines our historical exercise data with hypothetical exercise data for our unexercised stock options. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
For restricted stock unit awards which vest based solely on service, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant.
For performance-based restricted stock units which have performance conditions, the fair market value is estimated by using the average of the high and low prices of our common stock on the date of grant. Compensation cost recognized over the performance period is based on the expected outcome of the performance condition. For performance-based restricted stock units which have market conditions, the fair market value is estimated on the date of grant using a Monte Carlo valuation model, which estimates possible outcomes of market conditions. Incorporated into the fair value of these awards is the possibility that the market conditions may not be satisfied. Compensation cost related to awards with market conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been satisfied. The Monte Carlo valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the award and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock or for certain awards, a blend of historical volatility and, when available, implied volatility of our common stock. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from date of grant through the end of the performance evaluation period. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
If factors change, we may decide to use different assumptions under our valuation models and our forfeiture assumption in the future, which could materially affect our stock-based compensation expense, operating income, net income and earnings per share.

74

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


Financial Instruments. We use financial instruments, including foreign exchange and interest rate-related forward, option and swap contracts, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results.
We recognize all such financial instruments as either assets or liabilities on the balance sheet and measure those instruments at fair value. We do not use derivative financial instruments for trading or speculative purposes.
We use foreign exchange forward and option contracts to hedge certain non-functional currency-denominated intercompany and third-party transactions and to hedge the U.S. dollar equivalent value of certain non-U.S. earnings streams. These foreign exchange forward and option contracts are marked-to-market and the resulting remeasurement gains and losses are recorded as other income or expense. In addition, foreign exchange forward and option contracts are used to hedge certain of our foreign net investments. The gains and losses associated with these contracts are recorded in “Cumulative Translation Adjustment,” a component of shareholders’ equity.
From time-to-time, we use interest rate swap agreements to hedge long-term fixed-rate debt. In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (the “2015 notes”). In November and December 2010, we executed interest rate fair value hedges in the form of interest rate swap agreements in order to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. When executed, we designate the swaps as fair-value hedges and assess whether the swaps are highly effective in offsetting changes in the fair value of the hedged debt. We formally document all relationships between hedging instruments and hedged items, and we have documented policies for managing our exposures. Changes in the fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of interest expense. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Also, from time-to-time, we use interest rate swap agreements to hedge our variable-interest rate debt. In January 2009 and December 2008, we executed interest rate cash flow hedges in the form of interest rate swap agreements in order to mitigate our exposure to variability in cash flows related to future interest rate payments on a designated portion of our variable interest rate borrowings. We defer gains and losses on these derivative instruments in the accumulated other comprehensive income (loss) line of the consolidated balance sheet until the hedged transactions impact our earnings. The hedge accounting effectiveness is monitored on an ongoing basis, and any resulting ineffectiveness will be recorded as gains and losses in earnings in the respective measurement period. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.
In connection with the termination of our former $650 million credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of $0.3 million on October 25, 2011, the $650 million revolving credit facility termination date, and were recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income.
Transaction gains and losses are recognized in earnings in “Other Income (Expense) – Net.” We recorded transaction gains of less than $0.1 million, transaction gains of $1.1 million and transaction losses of $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.

75

NOTES TO CONSOLIDATED FINANCIAL STATEMENT - (Continued)
(Tabular dollar amounts in millions, except per share data)


Fair Value Measurements. We account for certain assets and liabilities at fair value. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level Input
 
Input Definition
Level I
 
Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The estimated fair values of financial assets and liabilities and certain non-financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
Note 2. Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force)," which states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.
In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the Emerging Issues Task Force)," which permits a company to designate the Fed Funds Effective Swap Rate ("Fed Funds rate"), also referred to as the overnight index swap rate ("OIS"), as a benchmark interest rate for hedge accounting purposes. In addition, this ASU removes the restriction on using different benchmark interest rates for similar hedges. The authoritative guidance is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.
In March 2013, the FASB issued ASU No. 2013-5, "Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)," which states that a cumulative translation adjustment ("CTA") is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. The entire amount of the CTA associated with the foreign

76

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

entity would be released when there has been a: (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity; (ii) loss of a controlling financial interest in an investment in a foreign entity; and (iii) step acquisition for a foreign entity. The authoritative guidance does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The authoritative guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. A company would disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current-period other comprehensive income. The authoritative guidance requires a company to present information about significant items reclassified out of accumulated other comprehensive income by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The authoritative guidance is effective for fiscal years and the interim periods within those annual periods beginning after December 15, 2012. The authoritative guidance was applied prospectively. See Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for more information.
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11, “Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities” or “ASU No. 2011-11.” The authoritative guidance limits the scope of the offsetting disclosures to (i) recognized derivative instruments accounted for in accordance with ASC 815, “Derivatives and Hedging”, or “ASC 815,” subject to the authoritative guidance for offsetting in the statement of financial position and (ii) recognized derivative instruments accounted for in accordance with ASC 815 that are subject to an enforceable master netting arrangement or similar agreement. The authoritative guidance is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. A company is required to provide the disclosures required in ASU No. 2011-11 for the applicable instruments and transactions under this authoritative guidance retrospectively for all comparative periods presented. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.
Note 3. Restructuring Charge
We incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations and/or costs to terminate lease obligations less assumed sublease income). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions.
Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for costs associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.

77

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

During the year ended December 31, 2013, we recorded a $13.9 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $8.2 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 160 employees were impacted. Of these 160 employees, approximately 140 employees exited the Company in 2013 and approximately 20 employees will exit the Company in 2014. The cash payments for these employees will be substantially completed by the second quarter of 2014; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities and impairments of $5.7 million.

During the year ended December 31, 2012, we recorded a $29.4 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.7 million and $5.0 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately 765 employees were impacted. Of these 765 employees, approximately 690 employees exited the Company in 2012 and approximately 75 employees exited the Company in 2013. The cash payments for these employees were substantially completed by the third quarter of 2013; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $6.7 million.
During the year ended December 31, 2011, we recorded a $22.1 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.5 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 400 employees were impacted. Of these 400 employees, approximately 305 employees exited the Company in 2011 and approximately 95 employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and

Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $4.6 million.

78

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:
 
 
Severance
and
Termination
 
Contract Termination, Lease
Termination
Obligations
and Other
Exit Costs
 
Total
Restructuring Charges:
 
 
 
 
 
  Balance Remaining as of January 1, 2011
$
8.9

 
$
0.5

 
$
9.4

  Charge Taken during the Year Ended December 31, 2011
17.5

 
4.6

 
22.1

  Payments/Pension Plan Settlement(1) during the Year Ended December 31, 2011
(18.1
)
 
(2.9
)
 
(21.0
)
  Balance Remaining as of December 31, 2011
$
8.3

 
$
2.2

 
$
10.5

  Charge Taken during the Year Ended December 31, 2012
22.7

 
6.7

 
29.4

  Payments during the Year Ended December 31, 2012
(21.6
)
 
(6.6
)
 
(28.2
)
  Balance Remaining as of December 31, 2012
$
9.4

 
$
2.3

 
$
11.7

  Charge Taken during the Year Ended December 31, 2013
8.2

 
5.7

 
13.9

  Payments/Asset Impairment(2) during the Year Ended December 31, 2013
(11.8
)
 
(3.4
)
 
(15.2
)
  Balance Remaining as of December 31, 2013
$
5.8

 
$
4.6

 
$
10.4

 
(1)
We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan.
(2)
We incurred an asset impairment of $0.5 million in the first quarter of 2013 related to the termination of a lease.
For initiatives taken during the years ended December 31, 2012 and 2011, all actions were substantially completed as of December 31, 2013.

79

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Note 4. Accumulated Other Comprehensive Income (Loss)
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of December 31, 2013 and 2012:
 
 
Foreign Currency Translation Adjustments
 
Defined Benefit Pension Plans
 
Derivative Financial Instruments
 
Total
December 31, 2011
 
$
(168.3
)
 
$
(638.4
)
 
$

 
$
(806.7
)
Other Comprehensive Income Before Reclassifications
 
18.4

 
(78.4
)
 

 
(60.0
)
Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 
(1.3
)
 
15.8

 
0.1

 
14.6

December 31, 2012
 
$
(151.2
)
 
$
(701.0
)
 
$
0.1

 
$
(852.1
)
Other Comprehensive Income Before Reclassifications
 
(35.5
)
 
127.9

 

 
92.4

Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 

 
20.9

 

 
20.9

December 31, 2013
 
$
(186.7
)
 
$
(552.2
)
 
$
0.1

 
$
(738.8
)
The following table summarizes the reclassifications out of AOCI as of December 31, 2013, 2012 and 2011:
Details About Accumulated Other Comprehensive Income Components
 
Affected Line Item in the Statement Where Net Income is Presented
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
 
 
 
For the Years Ended December 31,
 
 
 
 
2013
 
2012
 
2011
Foreign Currency Translation Adjustments:
 
 
 
 
 
 
 
 
Sale of Business
 
Other Income (Expense) – Net
 
$

 
$
(1.3
)
 
$

 
 
 
 
 
 
 
 
 
Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
Amortization of Prior Service Costs
 
Selling and Administrative Expenses
 
$
(6.4
)
 
$
(7.1
)
 
$
(7.1
)
 
 
Operating Expenses
 
(2.5
)
 
(2.5
)
 
(2.5
)
Amortization of Actuarial Gain/Loss
 
Selling and Administrative Expenses
 
30.5

 
24.6

 
17.8

 
 
Operating Expenses
 
11.8

 
8.5

 
6.3

Total Before Tax
 
 
 
33.4

 
23.5

 
14.5

Tax (Expense) or Benefit
 
 
 
(12.5
)
 
(7.7
)
 
(5.8
)
Total After Tax
 
 
 
$
20.9

 
$
15.8

 
$
8.7

 
 
 
 
 
 
 
 
 
Derivative Financial Instruments:
 
 
 
 
 
 
 
 
Amortization of Cash Flow Hedges
 
Interest Expense
 
$

 
$
1.7

 
$
3.0

    Loss on Derivative
 
Other Income (Expense) - Net
 

 
0.3

 

Total Before Tax
 
 
 

 
2.0

 
3.0

Tax (Expense) or Benefit
 
 
 

 
(1.9
)
 

Total After Tax
 
 
 
$

 
$
0.1

 
$
3.0

 
 
 
 
 
 
 
 
 
Total Reclassifications for the Period, Net of Tax
 
 
 
$
20.9

 
$
14.6

 
$
11.7


80

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Note 5. Income Taxes

Income before provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
U.S.
 
$
319.5

 
$
295.1

 
$
304.1

Non-U.S.
 
76.5

 
83.2

 
64.0

Income Before Provision for Income Taxes, and Equity in Net Income of Affiliates
 
$
396.0

 
$
378.3

 
$
368.1


The provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Current Tax Provision:
 
 
 
 
 
 
U.S. Federal
 
$
81.6

 
$
45.9

 
$
71.3

State and Local
 
8.3

 
6.8

 
11.0

Non-U.S.
 
21.2

 
10.3

 
18.1

Total Current Tax Provision
 
111.1

 
63.0

 
100.4

Deferred Tax Position:
 
 
 
 
 
 
U.S. Federal
 
30.8

 
15.4

 
11.9

State and Local
 
(2.6
)
 
3.1

 
1.2

Non-U.S.
 
(3.8
)
 
1.6

 
(4.3
)
Total Deferred Tax Provision
 
24.4

 
20.1

 
8.8

Provision for Income Taxes
 
$
135.5

 
$
83.1

 
$
109.2


The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Statutory Tax Rate
 
35.0
 %
 
35.0
 %
 
35.0
 %
State and Local Taxes, net of U.S. Federal Tax Benefits
 
0.9

 
1.7

 
2.2

Non-U.S. Taxes
 
(2.3
)
 
(3.2
)
 
(1.4
)
Valuation Allowance
 
0.7

 
(0.5
)
 
(0.1
)
Interest
 
0.5

 
0.8

 
0.7

Tax Credits and Deductions
 
(1.3
)
 
(1.3
)
 
(0.9
)
Tax Contingencies Related to Uncertain Tax Positions
 
0.4

 
0.4

 

Impact of Legacy Tax Matters
 

 
(7.1
)
 
(5.5
)
Loss on Investment
 

 
(4.1
)
 
(2.1
)
Other
 
0.3

 
0.3

 
1.8

Effective Tax Rate
 
34.2
 %
 
22.0
 %
 
29.7
 %
Income taxes paid were $126.1 million, $110.2 million and $113.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. Income taxes refunded were $4.9 million, $7.0 million and $20.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.



81

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Deferred tax assets (liabilities) are comprised of the following:
 
 
December 31,
 
 
2013
 
2012
Deferred Tax Assets:
 
 
 
 
Operating Losses
 
$
41.9

 
$
38.9

Restructuring Costs
 
2.6

 
4.1

Bad Debts
 
5.2

 
5.1

Accrued Expenses
 
12.6

 
19.9

Investments
 
11.5

 
10.3

Other
 
2.0

 
4.4

Pension and Postretirement Benefits
 
145.9

 
250.8

Total Deferred Tax Assets
 
221.7

 
333.5

Valuation Allowance
 
(38.3
)
 
(35.4
)
Net Deferred Tax Assets
 
183.4

 
298.1

Deferred Tax Liabilities:
 
 
 
 
Intangibles
 
(35.7
)
 
(39.6
)
Fixed Assets
 
(4.2
)
 
(8.5
)
Other
 
(0.7
)
 

Total Deferred Tax Liabilities
 
(40.6
)
 
(48.1
)
Net Deferred Tax Assets
 
$
142.8

 
$
250.0

We have not provided for U.S. deferred income taxes or foreign withholding taxes on $832.3 million of undistributed earnings of our non-U.S. subsidiaries as of December 31, 2013, since we intend to reinvest these earnings indefinitely. Additionally, we have not determined the tax liability if such earnings were remitted to the U.S., as the determination of such liability is not practicable.
We have federal, state and local, and foreign tax loss carry-forwards, the tax effect of which was $40.5 million as of December 31, 2013. Approximately $32.0 million of these tax benefits have an indefinite carry-forward period. The remainder of $8.5 million expires at various times between 2014 and 2023.
We have established a valuation allowance against non-U.S. net operating losses in the amount of $26.8 million, $25.2 million and $27.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, that in the opinion of our management are more likely than not to expire before we can utilize them.
For the year ended December 31, 2013, we increased our unrecognized tax benefits by $5.1 million (net of decreases). The increase primarily relates to increases in uncertain tax positions in our U.S. jurisdictions. The total amount of gross unrecognized tax benefits as of December 31, 2013, 2012 and 2011 were $105.8 million, $100.7 million and $120.1 million, respectively.

82

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following is a reconciliation of the gross unrecognized tax benefits:
Gross Unrecognized Tax Benefits as of January 1, 2011
 
$
150.7

Additions for Prior Years' Tax Positions
 
0.1

Additions for Current Years' Tax Positions
 
14.6

Settlements with Taxing Authority
 
(0.8
)
Reduction in Prior Years' Tax Positions
 
(29.2
)
Reduction Due to Expired Statute of Limitations
 
(15.3
)
Gross Unrecognized Tax Benefits as of December 31, 2011
 
120.1

Additions for Prior Years' Tax Positions
 
5.1

Additions for Current Years' Tax Positions
 
5.1

Addition due to CTA
 
0.3

Reduction in Prior Years' Tax Positions
 
(28.7
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2012
 
100.7

Additions for Prior Years' Tax Positions
 
7.7

Additions for Current Years' Tax Positions
 
0.5

Settlements with Taxing Authority
 
(1.0
)
Reduction due to CTA
 
(0.5
)
Reduction in Prior Years' Tax Positions
 
(0.4
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2013
 
$
105.8

The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $99.9 million, net of tax benefits. At December 31, 2013, we had anticipated that it was reasonably possible that total unrecognized tax benefits would decrease by approximately $63 million within the next 12 months as a result of the effective settlement of an audit and the expiration of applicable statutes of limitation. See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for Subsequent Events.
We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense, net of tax benefits, recognized for the years ended December 31, 2013, 2012 and 2011 was $2.5 million, $2.7 million and $3.1 million, respectively. The total amount of accrued interest as of December 31, 2013 and 2012 was $10.4 million and $8.4 million, net of tax benefits, respectively.
Note 6. Notes Payable and Indebtedness
Our borrowings are summarized in the following table:
 
 
December 31,
 
2013
 
2012
Debt Maturing Within One Year:
 
 
 
Other
$
0.1

 
$
0.2

Total Debt Maturing Within One Year
$
0.1

 
$
0.2

 
 
 
 
Debt Maturing After One Year:
 
 
 
Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December 31, 2013 and 2012, respectively)
$
1,047.0

 
$
1,046.5

Fair Value Adjustment Related to Hedged Debt
2.5

 
3.8

Credit Facility
466.5

 
240.2

Other

 
0.2

Total Debt Maturing After One Year
$
1,516.0

 
$
1,290.7


83

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Fixed-Rate Notes

In December 2012, we issued senior notes with a face value of $450 million that mature on December 1, 2017 (the “2017 notes”), bearing interest at a fixed annual rate of 3.25%, payable semi-annually. In addition, in December 2012, we issued senior notes with a face value of $300 million that mature on December 1, 2022 (the “2022 notes”), bearing interest at a fixed annual rate of 4.375%, payable semi-annually. The proceeds were used in December 2012 to repay borrowings outstanding under our revolving credit facility and retire our then outstanding $400 million senior notes bearing interest at a fixed annual rate of 6.00%, which had a maturity date of April 2013 (the “2013 notes”). In connection with the redemption of the 2013 notes, we recorded a premium payment of $5.4 million to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The interest rates applicable to the 2017 notes and 2022 notes are subject to adjustment if our debt rating is decreased three levels below the Standard & Poor's and Fitch BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rates. As of December 31, 2013, no such adjustments to the interest rates were required. The 2017 notes and 2022 notes carrying amounts of $450.0 million and $297.4 million, net of less than $0.1 million and $2.6 million of remaining issuance discounts respectively, are recorded as “Long-Term Debt” in the consolidated balance sheet at December 31, 2013.
The 2017 notes and 2022 notes were issued at discounts of less than $0.1 million and $2.9 million, respectively. In addition, in connection with the issuance, we incurred underwriting and other fees of approximately $3.4 million and $2.5 million for the 2017 notes and 2022 notes, respectively. These costs are being amortized over the life of the applicable notes. The 2017 notes and 2022 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2017 notes and 2022 notes do not contain any financial covenants.
On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of $0.3 million was recorded to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of $0.1 million were recorded to "Other Income (Expense) – Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (“the 2015 notes”), bearing interest at a fixed annual rate of 2.875%, payable semi-annually. The proceeds were used in December 2010 to repay our then outstanding $300 million senior notes, bearing interest at a fixed annual rate of 5.50%, which had a maturity date of March 15, 2011 (the “2011 notes”). In connection with the redemption of the 2011 notes, we recorded a premium payment of $3.7 million to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2010. The 2015 notes of $299.6 million, net of $0.4 million remaining discount, are recorded as “Long-Term Debt” in the consolidated balance sheet at December 31, 2013.
The 2015 notes were issued at a discount of $1.1 million, and, in connection with the issuance, we incurred underwriting and other fees of approximately $2.5 million. These costs are being amortized over the life of the 2015 notes. The 2015 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2015 notes do not contain any financial covenants.
In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income.

84

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination is being amortized as an offset to “Interest Expense” in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $1.3 million of amortization was recorded during the year ended December 31, 2013, resulting in a balance of $2.5 million in the consolidated balance sheet at December 31, 2013.
Credit Facility

At December 31, 2013 and 2012, we had an $800 million, revolving credit facility, which expires in October 2016. Borrowings under the $800 million revolving credit facility are available at prevailing short-term interest rates. The facility requires the maintenance of interest coverage and total debt to Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”) ratios, which are defined in the credit agreement. We were in compliance with these revolving credit facility financial covenants at December 31, 2013 and 2012.
 
At December 31, 2013 and 2012, we had $466.5 million and $240.2 million, respectively, of borrowings outstanding under the $800 million revolving credit facility with weighted average interest rates of 1.24% and 1.62%, respectively. We borrowed under this facility from time-to-time during the year ended December 31, 2013 to supplement the timing of receipts in order to fund our working capital. We have also borrowed under this facility from time-to-time to fund a portion of our share repurchases. The $800 million revolving credit facility also supports our commercial paper program which was increased from $300 million to $800 million during July 2012. Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed $800 million outstanding at any one time and with maturities not exceeding 364 days from the date of issuance. Outstanding commercial paper effectively reduces the amount available for borrowing under the $800 million revolving credit facility. We did not borrow under our commercial paper program during the years ended December 31, 2013 and 2012.
Other
At December 31, 2013 and 2012, certain of our international operations had uncommitted lines of credit of $2.6 million and $3.0 million, respectively. There were no borrowings outstanding under these lines of credit at December 31, 2013 and 2012, respectively. These arrangements have no material facility fees and no compensating balance requirements.
At December 31, 2013 and 2012, we were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties and parent guarantees in favor of certain of our banks totaling $4.7 million and $12.5 million, respectively.
In March 2012, we terminated our then-outstanding interest rate derivatives that were intended to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR, resulting in the receipt of $5.0 million in cash on the date of termination.  Interest paid for all outstanding debt totaled $39.9 million, $41.8 million and $33.4 million during the years ended December 31, 2013, 2012 and 2011, respectively.
Note 7. Financial Instruments
We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward contracts to hedge short-term foreign currency denominated loans, investments and certain third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries and foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below.

85

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.
By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at December 31, 2013 and 2012, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures.
Our trade receivables do not represent a significant concentration of credit risk at December 31, 2013 and 2012, because we sell to a large number of customers in different geographical locations and industries.
Interest Rate Risk Management
Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. As of December 31, 2013, we did not have any interest rate derivatives outstanding.
Fair Value Hedges
For interest rate derivative instruments that are designated and qualify as a fair value hedge, we assess quarterly whether the interest rate swaps are highly effective in offsetting changes in the fair value of the hedged debt. Changes in fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income. The effectiveness of the hedge is monitored on an ongoing basis for hedge accounting purposes, and if the hedge is considered ineffective, we discontinue hedge accounting prospectively.
In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (“the 2015 notes”). In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination will be amortized as an offset to “Interest Expense” in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $1.3 million of amortization was recorded from the swap termination date through December 31, 2013, resulting in a balance of $2.5 million in the consolidated balance sheet at December 31, 2013.
Approximately $5.8 million of derivative gains offset by a $5.8 million loss on the fair value adjustment related to the hedged debt were recorded for the year ended December 31, 2011.
Cash Flow Hedges
For interest rate derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the periodic hedge remeasurement gains or losses on the derivative are reported as a component of other comprehensive income ("OCI") and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

86

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)


On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of $0.3 million was recorded to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of $0.1 million was recorded to "Other Income (Expense) – Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
In January 2009 and December 2008, we entered into interest rate swap agreements with aggregate notional amounts of $25 million and $75 million, respectively, and designated these interest rate swaps as cash flow hedges against variability in cash flows related to our then-existing $650 million revolving credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in the fair value of the hedges were recorded in OCI. In connection with the termination of our former $650 million revolving credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of $0.3 million on October 25, 2011, the $650 million revolving credit facility termination date, and were recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income at December 31, 2011.
Foreign Exchange Risk Management
Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro and Canadian dollar. The gains and losses on the forward contracts associated with the balance sheet positions are recorded in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains on the underlying foreign currency transactions.
As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In addition, we may use foreign exchange option contracts to hedge certain foreign earnings streams and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward and option contracts are marked-to-market at the end of each quarter and the fair value impacts are reflected within the consolidated financial statements.
At December 31, 2013 and 2012, we did not have any foreign exchange option contracts outstanding. As of December 31, 2013 and 2012, the notional amounts of our foreign exchange forward contracts were $295.4 million and $300.7 million, respectively.
Realized gains and losses associated with these contracts were $17.5 million and $24.7 million, respectively, at December 31, 2013; $20.4 million and $14.3 million, respectively, at December 31, 2012; and $17.3 million and $18.6 million, respectively, at December 31, 2011. Unrealized gains and losses associated with these contracts were less than $0.4 million and $0.4 million, respectively, at December 31, 2013; $0.1 million and $0.4 million, respectively, at December 31, 2012; and $0.7 million and $0.7 million, respectively, at December 31, 2011.

87

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Fair Values of Derivative Instruments in the Consolidated Balance Sheets
 
 
Asset Derivatives
 
Liability Derivatives
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
Other Current
Assets
 
$

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$

 
Other Accrued &
Current Liabilities
 
$

Total Derivatives designated as hedging instruments
 
 
$

 
 
 
$

 
 
 
$

 
 
 
$

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other Current
Assets
 
$
0.4

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$
0.4

 
Other Accrued &
Current Liabilities
 
$
0.4

Total derivatives not designated as hedging instruments
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4

Total Derivatives
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4

 
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives in Cash
Flow Hedging
Relationships
 
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss)
Reclassified from
AOCI
into Income (Effective
Portion)
 
Location of Gain or
(Loss) Recognized in
Income on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
Amount of Gain or (Loss)
Recognized in Income on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
Interest rate contracts
 
$

 
$

 
Non-Operating Income (Expenses) – Net
 
$

 
$

 
Non-Operating
Income (Expenses) – Net
 
$

 
$

 
 
 
Gain or (Loss) Recognized in Income on Derivatives
 
Derivatives in Fair
Value Hedging
Relationships
Location
 
For the Year Ended December 31,
 
Hedged Item
 
Location
 
For the Year Ended December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
2013
 
2012
 
Interest rate contracts
Non-Operating
Income (Expenses)
– Net
 
$

 
$
0.8

 
Fixed-
rate
debt
 
Non-Operating
Income (Expenses)
– Net
 
$

 
$
(0.5
)
Our foreign exchange forward and option contracts are not designated as hedging instruments under authoritative guidance.
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives not Designated as Hedging
Instruments
Location of Gain or (Loss) Recognized in
Income on Derivatives
 
Amount of Gain or (Loss) Recognized in Income on Derivatives
 
 
 
For the Year Ended December 31,
 
 
 
2013
 
2012
 
2011
Foreign exchange forward contracts
Non-Operating Income (Expenses) – Net
 
$
(6.8
)
 
$
5.7

 
$
(0.7
)
Foreign exchange option contracts
Non-Operating Income (Expenses) – Net
 
$

 
$
(0.2
)
 
$
(0.5
)

88

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Fair Value of Financial Instruments
Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated intercompany loans and certain third-party and intercompany transactions and we use foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. Fair value for derivative financial instruments is determined utilizing a market approach.
We have a process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves and referenced credit spreads.
In addition to utilizing external valuations, we conduct our own internal assessment of the reasonableness of the external valuations by utilizing a variety of valuation techniques including Black-Scholes option pricing and discounted cash flow models that are consistently applied. Inputs to these models include observable market data, such as yield curves, and foreign exchange rates where applicable. Our assessments are designed to identify prices that do not accurately reflect the current market environment, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. We also follow established routines for reviewing and reconfirming valuations with the pricing provider, if deemed appropriate. In addition, the pricing provider has an established challenge process in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our own creditworthiness and constraints on liquidity. For inactive markets that do not have observable pricing or sufficient trading volumes, or for positions that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by authoritative guidance, are as follows:
 
Level Input
 
Input Definition
Level I
 
Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

89

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2013
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
95.9

 
$

 
$

 
$
95.9

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2012
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
58.1

 
$

 
$

 
$
58.1

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
At December 31, 2013 and 2012, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:
 
 
Balance at December 31,
 
2013
 
2012
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
Long-term Debt
$
1,047.0

 
$
1,054.8

 
$
1,046.5

 
$
1,059.3

Credit Facilities
$
466.5

 
$
466.1

 
$
240.2

 
$
237.7


90

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Items Measured at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.
During the fourth quarter of 2013, we recorded an impairment charge of $31.3 million primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs), as market data is not readily available. Of the $31.3 million impairment charge, $28.6 million was included in "Operating Costs" and $2.7 million was included in "Selling and Administrative Expenses" in our North America segment.
During the fourth quarter of 2013, we also recorded an impairment charge of $1.7 million related to our Portal asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.
During the first quarter of 2012, we recorded an impairment charge of $12.9 million related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of intangible assets, prepaid costs and software is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the $12.9 million charge, $4.1 million was included in "Operating Costs" and $8.8 million was included in "Selling and Administrative Expenses" in our Asia Pacific segment.
During the fourth quarter of 2011, we recorded an impairment charge of $3.3 million related to the intangible assets acquired from the AllBusiness.com acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is zero based on Level III inputs. The impairment charge is included in “Selling and Administrative Expenses” in our North America segment.
During the third quarter of 2011, we recorded an impairment charge of approximately $8 million related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be zero. The impairment charge is included in "Other Income (Expense) –Net" in our Europe and Other International Markets segment.
Note 8. Capital Stock
The total number of shares of all classes of stock that we have authority to issue under our Certificate of Incorporation is 220,000,000 shares, of which 200,000,000 shares, par value $0.01 per share, represent Common Stock (the “Common Stock”); 10,000,000 shares, par value $0.01 per share, represent Preferred Stock (the “Preferred Stock”); and 10,000,000 shares, par value $0.01 per share, represent Series Common Stock (the “Series Common Stock”). The Preferred Stock and the Series Common Stock can be issued with varying terms, as determined by our Board of Directors. Our Board of Directors has designated 500,000 shares of the Preferred Stock as Series A Junior Participating Preferred Stock, par value $0.01 per share, and 1,400,000 shares of the Preferred Stock as Series B Preferred Stock, par value $0.01 per share.
Preferred Stock Issuance
On February 24, 2009, we authorized 1,400,000 shares of 4.0% Series B Preferred Stock (“Series B Preferred Stock”) and issued 1,345,757 of such shares to a wholly-owned subsidiary in an intercompany transaction in exchange for $1.2 billion of outstanding intercompany debt. This transaction was eliminated in the consolidation. This transaction was undertaken in connection with worldwide legal entity simplification. The Series B Preferred Stock was issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The terms of the Series B Preferred Stock were set forth in a Certificate of Designation amending our Certificate of Incorporation effective as of February 24, 2009.

91

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Note 9. Earnings Per Share

We assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. We did not have any weighted average restricted shares outstanding for the year ended December 31, 2013. The weighted average restricted shares outstanding were 11,658 shares and 66,495 shares for the years ended December 31, 2012 and 2011, respectively.

We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just services. Beginning in 2013, we granted certain employees target awards of performance-based restricted stock units, in the form of leveraged restricted stock units or performance units. As the actual number of D&B common shares ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s actual performance against the pre-establish market conditions or performance conditions, these awards are considered contingently issuable shares. 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Net Income Attributable to D&B
$
258.5

 
$
295.5

 
$
260.3

Less: Allocation to Participating Securities

 
(0.1
)
 
(0.3
)
Net Income Attributable to D&B Common Shareholders – Basic and Diluted
$
258.5

 
$
295.4

 
$
260.0

Weighted Average Number of Shares Outstanding – Basic
39.1

 
45.6

 
48.9

Dilutive Effect of Our Stock Incentive Plans
0.4

 
0.4

 
0.4

Weighted Average Number of Shares Outstanding – Diluted
39.5

 
46.0

 
49.3

Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28

Stock-based awards (including contingently issuable shares) to acquire 99,154 shares, 1,345,796 shares and 1,434,780 shares of common stock were outstanding at December 31, 2013, 2012 and 2011, respectively, but were not included in the computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Our options generally expire ten years from the grant date and our stock awards vest generally within three to five years.
Our share repurchases were as follows:
 
 
For the Years Ended December 31,
Program
 
2013
 
2012
 
2011
 
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
 
 
Share Repurchase Programs
 
3,545,513

(a) 
$
325.0

 
6,483,144

(a)
$
480.1

 
1,815,888

(a)(b)
$
126.1

Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (“ESPP”)
 
962,686

(c) 
95.0

 
354,046

(c) 
27.9

 
797,813

(c)
59.3

Total Repurchases
 
4,508,199

  
$
420.0

 
6,837,190

  
$
508.0

 
2,613,701

  
$
185.4

 
(a)
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513

92

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
(b)
In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
(c)
In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.

Note 10. Pension and Postretirement Benefits

Through June 30, 2007, we offered to substantially all of our U.S.-based employees coverage under a defined benefit plan called The Dun & Bradstreet Corporation Retirement Account (“U.S. Qualified Plan”). The U.S. Qualified Plan covered active and retired employees. The benefits to be paid upon retirement are based on a percentage of the employee’s annual compensation. The percentage of compensation allocated annually to a retirement account ranged from 3% to 12.5% based on age and service. Amounts allocated under the U.S. Qualified Plan also receive interest credits based on the 30-year Treasury rate or equivalent rate published by the Internal Revenue Service. Pension costs are determined actuarially and funded in accordance with the Internal Revenue Code. During 2010, in conjunction with a determination letter review, we updated certain portions of the U.S. Qualified Plan cash balance pay credit scale, along with the minimum interest crediting rate, retroactive to January 1, 1997. This update ensured that the U.S. Qualified Plan complies with the accrual rules in the Internal Revenue Code. We received a favorable determination letter for the U.S. Qualified Plan in October 2010 in conjunction with these changes.
We also maintain supplemental and excess plans in the United States (“U.S. Non-Qualified Plans”) to provide additional retirement benefits to certain key employees of the Company. These plans are unfunded, pay-as-you-go plans. The U.S. Qualified Plan and the U.S. Non-Qualified Plans account for approximately 70% and 14% of our pension obligation, respectively, at December 31, 2013. Effective June 30, 2007, we amended the U.S. Qualified Plan and one of the U.S. Non-Qualified Plans, known as the U.S. Pension Benefit Equalization Plan (the “PBEP”). Any pension benefit that had been accrued through such date under the two plans was “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan and the PBEP. Our employees in certain of our international operations are also provided with retirement benefits through defined benefit plans, representing the remaining balance of our pension obligations.
We also provide various health care benefits for retirees. U.S.-based employees hired before January 1, 2004, who retire with 10 years of vesting service after age 45, are eligible to receive benefits. Postretirement benefit costs and obligations are determined actuarially. During the first quarter of 2010, we eliminated company-paid life insurance benefits for retirees and modified our sharing with retirees of the Retiree Drug Subsidy that we expect to receive. Effective July 1, 2010, we elected to convert the current prescription drug program for retirees over 65 to a group-based company sponsored Medicare Part D program, or Employer Group Waiver Plan (“EGWP”). Under this change, in 2013 we started to use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions.
Certain of our non-U.S. based employees receive postretirement benefits through government-sponsored or administered programs.
We use an annual measurement date of December 31 for our U.S. and Canada plans and November 30 for other non-U.S. plans.

93

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Benefit Obligation and Plan Assets
The following table sets forth the changes in our benefit obligations and plan assets for our pension and postretirement plans. The table also presents the line items in the consolidated balance sheets where the related assets and liabilities are recorded:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Change in Benefit Obligation:
 
 
 
 
 
 
 
 
Benefit Obligation at January 1
 
$
(1,972.1
)
 
$
(1,837.5
)
 
$
(27.0
)
 
$
(25.1
)
Service Cost
 
(4.8
)
 
(5.9
)
 
(0.8
)
 
(0.8
)
Interest Cost
 
(70.2
)
 
(75.2
)
 
(0.7
)
 
(0.6
)
Benefits Paid
 
97.9

 
96.7

 
15.1

 
15.9

Direct Subsidies Received
 

 

 
(2.0
)
 
(2.5
)
Impact of Curtailment/Settlement
 

 
0.4

 

 

Plan Participant Contributions
 
(0.4
)
 
(0.4
)
 
(10.1
)
 
(10.6
)
Actuarial (Loss) Gain
 
(3.3
)
 
(12.9
)
 
(0.1
)
 
4.7

Assumption Change
 
127.4

 
(129.0
)
 
(1.8
)
 
(8.0
)
Effect of Changes in Foreign Currency Exchange Rates
 
(2.1
)
 
(8.3
)
 

 

Benefit Obligation at December 31
 
$
(1,827.6
)
 
$
(1,972.1
)
 
$
(27.4
)
 
$
(27.0
)
Change in Plan Assets:
 
 
 
 
 
 
 
 
Fair Value of Plan Assets at January 1
 
1,318.8

 
1,248.1

 

 

Actual Return on Plan Assets
 
178.1

 
128.1

 

 

Employer Contributions
 
51.2

 
31.8

 
3.0

 
2.8

Direct Subsidies Received
 

 

 
2.0

 
2.5

Plan Participant Contributions
 
0.4

 
0.4

 
10.1

 
10.6

Benefits Paid
 
(97.9
)
 
(96.7
)
 
(15.1
)
 
(15.9
)
Effect of Changes in Foreign Currency Exchange Rates
 
1.1

 
7.1

 

 

Fair Value of Plan Assets at December 31
 
$
1,451.7

 
$
1,318.8

 
$

 
$

Funded Status of Plan
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Amounts Recorded in the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
Prepaid Pension Costs
 
$
3.4

 
$

 
$

 
$

Pension and Postretirement Benefits
 
(362.9
)
 
(636.9
)
 
(23.1
)
 
(22.5
)
Accrued Payroll
 
(16.4
)
 
(16.4
)
 
(4.3
)
 
(4.5
)
Net Amount Recognized
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
Accumulated Benefit Obligation
 
$
1,814.5

 
$
1,954.7

 
N/A

 
N/A

Amount Recognized in Accumulated Other Comprehensive Income Consists of:
 
 
 
 
 
 
 
 
Actuarial Loss (Gain)
 
$
920.3

 
$
1,171.6

 
$
(11.6
)
 
$
(17.0
)
Prior Service Cost (Credit)
 
5.5

 
5.9

 
(1.6
)
 
(10.8
)
Total Amount Recognized - Pretax
 
$
925.8

 
$
1,177.5

 
$
(13.2
)
 
$
(27.8
)
Grantor Trusts are used to fund the U.S. Non-Qualified Plans. At December 31, 2013 and 2012, the balances in these trusts were $13.3 million and $13.5 million, respectively, and are included as components of “Other Non-Current Assets” in the consolidated balance sheets.

94

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

As of December 31, 2013 and 2012, our pension plans had an aggregate of $920.3 million and $1,171.6 million, respectively, of actuarial losses that have not yet been included in the net periodic benefit cost. These losses represent the cumulative effect of demographic and investment experience, as well as assumption changes that have been made in measuring the plans’ liabilities. The deferred asset gain or loss is not yet reflected in the market-related value of plan assets and is excluded in determining the loss amortization. At December 31, 2013 and 2012, our pension plans had $59.9 million and $4.8 million of deferred asset gain, respectively, which were excluded from determining the gain or loss amortization. The remaining gain or loss, to the extent it exceeds the greater of 10% of the projected benefit obligation or market-related value of plan assets, will be amortized into expense each year on a straight-line and plan-by-plan basis, over the remaining expected future working lifetime of active participants or the average remaining life expectancy of the participants if all or almost all of the plan participants are inactive. Currently, the amortization periods range from nine to 23 years for the U.S. plans and six to 31 years for the non-U.S. plans. For certain of our non-U.S. plans, almost all of the plan participants are inactive. In addition, during 2009, we changed the amortization period for our U.S. Qualified Plan from average future service years of active participants to average life expectancy of all plan participants according to our accounting policy. The change was a result of almost all plan participants being deemed inactive. The postretirement benefit plan had $11.6 million and $17.0 million of actuarial gains as of December 31, 2013 and 2012, respectively. The actuarial gains will be amortized into expense in the same manner as described above. The amortization period is approximately nine years.
Underfunded or Unfunded Accumulated Benefit Obligations
At December 31, 2013 and 2012, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation are as follows:
 
 
2013
 
2012
Accumulated Benefit Obligation
 
$
1,793.2

 
$
1,930.3

Fair Value of Plan Assets
 
1,425.0

 
1,293.6

Unfunded Accumulated Benefit Obligation
 
$
368.2

 
$
636.7

Projected Benefit Obligation
 
$
1,804.4

 
$
1,945.5

The underfunded or unfunded accumulated benefit obligations at December 31, 2013 consisted of $329.6 million and $38.6 million related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively. The underfunded or unfunded accumulated benefit obligations at December 31, 2012 consisted of $584.5 million and $52.2 million related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively.
Net Periodic Pension Cost
The following table sets forth the components of net periodic cost associated with our pension plans and our postretirement benefit obligations:
 
 
Pension Plans
 
Postretirement Benefit Obligations
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Components of Net Periodic Cost (Income):
 
 
 
 
 
 
 
 
 
 
 
Service Cost
$
4.8

 
$
5.9

 
$
5.8

 
$
0.8

 
$
0.8

 
$
0.4

Interest Cost
70.2

 
75.2

 
85.0

 
0.7

 
0.6

 
0.9

Expected Return on Plan Assets
(94.1
)
 
(99.3
)
 
(110.4
)
 

 

 

Amortization of Prior Service Cost (Credit)
0.3

 
0.3

 
0.3

 
(9.2
)
 
(9.9
)
 
(10.0
)
Recognized Actuarial Loss (Gain)
43.7

 
35.6

 
26.4

 
(1.4
)
 
(2.5
)
 
(2.3
)
Net Periodic Cost (Income)
$
24.9

 
$
17.7

 
$
7.1

 
$
(9.1
)
 
$
(11.0
)
 
$
(11.0
)

95

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
 
 
 
 
 
 
 
Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012
 
$
(43.7
)
 
$
(35.6
)
 
$
1.4

 
$
2.5

Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012
 
$
(0.3
)
 
$
(0.3
)
 
$
9.2

 
$
9.9

Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012
 
$
207.6

 
$
(113.4
)
 
$
(4.0
)
 
$
(3.2
)
Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012
 
$
0.1

 
$
0.1

 
$

 
$

The following table sets forth estimated 2014 amortization from AOCI:
 
 
 
 
Postretirement Benefits
 
 
Pension Plans
 
Estimated 2014 amortization from Accumulated Other Comprehensive Income
 
 
 
 
Actuarial Loss (Gain)
 
$
35.7

 
$
(1.0
)
Prior Service Cost
 
0.3

 
(1.6
)
Total
 
$
36.0

 
$
(2.6
)
In addition, we incurred a settlement charge of $6.4 million for the year ended December 31, 2011, of which $1.3 million related to our Canadian plan and $5.1 million related to a settlement payment for certain legacy D&B executives.

We apply our long-term expected rate of return assumption to the market-related value of assets to calculate the expected return on plan assets, which is a major component of our annual net periodic pension cost. The market-related value of assets recognizes short-term fluctuations in the fair value of assets over a period of five years, using a straight-line amortization basis. The methodology has been utilized to reduce the effect of short-term market fluctuations on the net periodic pension cost. Since the market-related value of assets recognizes gains or losses over a five-year period, the future value of assets will be impacted as previously deferred gains or losses are amortized. At December 31, 2013 and 2012, the market-related value of assets of our pension plans was $1,391.8 million and $1,314.0 million, respectively, compared with the fair value of the plan assets of $1,451.7 million and $1,318.8 million, respectively.

96

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table sets forth the assumptions we used to determine our pension plan and postretirement benefit plan obligations for December 31, 2013 and 2012:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Weighted Average Discount Rate
 
4.43
%
 
3.64
%
 
3.18
%
 
2.59
%
Weighted Average Rate of Compensation Increase
 
5.95
%
 
5.99
%
 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.8%

 
4.45%/3.0%

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
1.19%/4.53%/5.66%

 
0.97%/3.50%/4.60%

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
The following table sets forth the assumptions we used to determine net periodic benefit cost for the years ended December 31, 2013, 2012 and 2011:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Weighted Average Discount Rate
 
3.71
%
 
4.30
%
 
5.11
%
 
2.59
%
 
3.17
%
 
3.47
%
Weighted Average Expected Long-Term Return on Plan Assets
 
7.15
%
 
7.24
%
 
8.05
%
 
N/A

 
N/A

 
N/A

Weighted Average Rate of Compensation Increase
 
5.59
%
 
5.80
%
 
6.27
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.0%

 
4.45
%
 
4.45
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
0.97%/3.50%/4.60%

 
1.99%/4.47%/5.26%

 
1.98%/5.23%/6.52%

 
N/A

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
The expected long-term rate of return assumption was 7.75%, 7.75% and 8.25% for the years ended December 31, 2013, 2012 and 2011, respectively, for the U.S. Qualified Plan, our principal pension plan. For the year ended December 31, 2014, we will apply a 7.75% expected long-term rate of return assumption to the U.S. Qualified Plan. This assumption is based on the plan’s 2014 target asset allocation of 52% equity securities, 45% debt securities and 3% real estate. The expected long-term rate of return assumption reflects long-term capital market return forecasts for the asset classes employed, assumed excess returns from active management within each asset class, the portion of plan assets that are actively managed, and periodic rebalancing back to target allocations. Current market factors such as inflation and interest rates are evaluated before the long-term capital market assumptions are determined. In addition, peer data and historical returns are reviewed to check for reasonableness. Although we review our expected long-term rate of return assumption annually, our plan performance in any one particular year does not, by itself, significantly influence our evaluation. Our assumption is generally not revised unless there is a fundamental change in one of the factors upon which it is based, such as the target asset allocation or long-term capital market return forecasts.
Obligations
We use the discount rate to measure the present value of pension plan obligations and postretirement health care obligations at year-end as well as to calculate next year’s pension income or cost. It is derived by using a yield curve approach which matches projected plan benefit payment streams with bond portfolios reflecting actual liability duration unique to the plans. The rate is adjusted at each remeasurement date, based on the factors noted above.

97

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Plan Assets (U.S. Qualified Plan and non-U.S. pension plans)
A financial instrument’s level or categorization within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2013 and 2012.
Common Stocks and Preferred Stocks
Common stocks and preferred stocks are valued at the closing price reported on the active market in which the individual securities are traded. Common stocks and preferred stocks are classified as Level I assets as they are traded in active markets, such as the NYSE, NASDAQ or European exchanges, with quoted market prices (i.e., observable inputs).
Commingled Equity Funds
This asset category represents a common collective trust that seeks to provide a total investment return in line with the performance of the S&P 500 Index® over the long term. Commingled equity funds are classified as Level II assets.  The Net Asset Value ("NAV") of commingled equity funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding. The commingled equity funds are classified as Level II assets as they may be redeemed at NAV daily. This asset category does not have any unfunded commitments or any redemption restrictions.
Commingled Fixed Income Funds
This asset category consists of debt and fixed income securities whose investment objectives include outperformance of the Barclays Capital Long Government/Credit Index; the Barclays Capital U.S. Aggregate Bond Index; the Barclays Capital Mortgage Backed Securities Index; the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index; the Citigroup Non U.S. Dollar World Government Bond Index and the S&P /LSTA Performing Loan Index.
Commingled fixed income funds are classified as Level II assets. These investments are valued using the NAV provided by the administrator of the fund. The NAV of commingled fixed income funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding. The commingled fixed income funds are classified as Level II assets as they may be redeemed at NAV daily. The asset category does not have any unfunded commitments or any redemption restrictions.
Corporate and Other Bonds
These assets are classified as Level II assets. These investments trade in markets that are not considered to be active and whose values are based on quoted market prices or dealer quotations. Corporate Bonds are typically traded over-the-counter, not via exchanges (i.e., prices are negotiated individually). Hence, identical assets can be quoted with different prices depending on the parties involved. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. Such prices are determined by Treasury yields and corporate spreads.
U.S., State and Foreign Government Bonds and U.S. Agency Mortgage Backed Securities
U.S. Treasury Securities are a Level I asset due to the availability of quoted prices in active market on a daily basis. U.S. Treasury prices can be obtained via direct market quotes provided by market makers and U.S. Treasuries have much more pricing transparency (i.e., very little bid-ask spread versus the other instruments having a larger bid-ask spread).
State, government and government agency obligations are generally valued based on bid quotations for identical or similar obligations. Foreign Government Bonds, U.S. Agency debt or mortgage backed securities are traded over-the-counter, not via exchanges. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. These investments are classified as Level II assets.
Real Estate Investment Trusts
The real estate investment trusts component of Plan assets are made up of publicly traded U.S. and foreign equities in the real estate industry. Since quoted prices are available in active markets and the Plan has the ability to access at the measurement date, these investments are classified as Level I assets and can be redeemed daily.

98

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Real Estate Funds
The investment objective of this category is to exceed the National Council of Real Estate Investment Fiduciaries Open-End Diversified Core Index (“NCREIF OEDC Index”). Real estate funds investing in private real estate properties are classified as Level III assets because liquidity is limited and there are few observable market participant transactions. The values of real estate properties are prepared giving consideration to the income, cost and sales comparison approaches of estimating property values. The underlying investments are valued using third parties. The investment valuations are obtained through appraisals using the income approach based on unobservable cash flows to be received from expected rents. The cost approach     estimates the replacement cost of the building less depreciation, plus the land value. The sales comparison approach compares recent transactions to the appraised property. Real estate funds are valued at net asset value ("NAV") quarterly. Investment holders can request redemption on a quarterly basis. The ability of the investment holder to redeem funds quarterly is subject to the availability of cash arising from net investment income, allocations and the sale of investments in the normal course of business. To the extent that redemption requests exceed the availability of cash, the real estate fund has uniform procedures to provide for cash payments, which may be deferred for such period as the real estate fund considers necessary in order to obtain the funds to be withdrawn. There were no unfunded withdrawal requests at December 31, 2013.
Short-Term Investment Funds (STIF)
These investments include cash, bank notes, corporate notes, government bills and various short-term debt instruments. The investment objective is to provide safety of principal and daily liquidity by investing in high quality money market instruments. They are valued at the NAV. The short-term funds are classified as Level II assets as they may be redeemed at NAV daily.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. The Company believes its valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumption to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There were no transfers between Level I and Level II investments during the years ended December 31, 2013 and December 31, 2012.


99

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2013:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
35.5

 
$

 
$

 
$
35.5

Energy
 
15.8

 

 

 
15.8

Financial
 
44.2

 

 

 
44.2

Health Care
 
22.1

 

 

 
22.1

Industrial
 
32.6

 

 

 
32.6

Information Technology
 
36.9

 

 

 
36.9

Other
 
11.8

 

 

 
11.8

Preferred Stocks
 
1.2

 

 

 
1.2

Total Common and Preferred Stocks
 
200.1

 

 

 
200.1

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
580.0

 

 
580.0

Commingled Fixed Income Funds
 

 
402.6

 

 
402.6

Total Commingled Funds
 

 
982.6

 

 
982.6

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.2

 

 
67.2

Other Bonds
 

 
12.6

 

 
12.6

Total Bonds
 

 
79.8

 

 
79.8

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
38.6

 

 

 
38.6

Foreign Government Bonds
 

 
2.0

 

 
2.0

U.S. Agency Mortgage Backed Securities
 

 
48.6

 

 
48.6

Total Government Bonds and Mortgage Backed Securities
 
38.6

 
50.6

 

 
89.2

State and Local Obligations
 

 
7.3

 

 
7.3

Real Estate Investment Trusts
 
2.4

 

 

 
2.4

Real Estate Funds
 

 

 
38.9

 
38.9

Short-Term Investment Funds
 

 
51.4

 

 
51.4

Total Investments at Fair Value
 
$
241.1

 
$
1,171.7

 
$
38.9

 
$
1,451.7


100

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2012:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
102.3

 
$

 
$

 
$
102.3

Energy
 
42.2

 

 

 
42.2

Financial
 
78.3

 

 

 
78.3

Health Care
 
39.5

 

 

 
39.5

Industrial
 
75.2

 

 

 
75.2

Information Technology
 
76.8

 

 

 
76.8

Other
 
36.1

 

 

 
36.1

Preferred Stocks
 
0.9

 

 

 
0.9

Total Common and Preferred Stocks
 
451.3

 

 

 
451.3

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
215.1

 

 
215.1

Commingled Fixed Income Funds
 

 
404.6

 

 
404.6

Total Commingled Funds
 

 
619.7

 

 
619.7

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.6

 

 
67.6

Other Bonds
 

 
10.5

 

 
10.5

Total Bonds
 

 
78.1

 

 
78.1

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
58.5

 

 

 
58.5

Foreign Government Bonds
 

 
0.8

 

 
0.8

U.S. Agency Mortgage Backed Securities
 

 
38.6

 

 
38.6

Total Government Bonds and Mortgage Backed Securities
 
58.5

 
39.4

 

 
97.9

State and Local Obligations
 

 
6.8

 

 
6.8

Real Estate Investment Trusts
 
9.0

 

 

 
9.0

Real Estate Funds
 

 

 
34.8

 
34.8

Short-Term Investment Funds
 

 
21.2

 

 
21.2

Total Investments at Fair Value
 
$
518.8

 
$
765.2

 
$
34.8

 
$
1,318.8



101

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Level III Gains and Losses
The table below sets forth the summary of changes in the fair value of all of our plans’ Level III assets for the years ended December 31:
 
 
2013
 
2012
Beginning Balance at January 1
 
$
34.8

 
$
32.3

Actual return (loss) on plan assets:
 
 
 
 
Related to assets still held at the reporting date
 
4.1

 
2.5

Related to assets sold during the period
 

 

Purchases, sales and settlements
 

 

Transfers in and/or out of Level III
 

 

Balance at December 31
 
$
38.9

 
$
34.8

Investment Strategy
The investment objective for our principal plan, the U.S. Qualified Plan, is to achieve over the investment horizon a long-term total return, which at least matches our expected long-term rate of return assumption while maintaining a prudent level of portfolio risk. We emphasize long-term growth of principal while avoiding excessive risk so as to use Plan asset returns to help finance pension obligations, thus improving our Plan’s funded status. We predominantly invest in assets that can be sold readily and efficiently to ensure our ability to reasonably meet expected cash flow requirements. Although peer relative performance is examined, outperformance of such does not constitute an investment objective.
We define our primary risk concern to be the Plan’s funded status volatility and to a lesser extent total plan return volatility. Understanding that risk is present in all types of assets and investment styles, we acknowledge that some risk is necessary to produce long-term investment results that are sufficient to meet the Plan’s objectives. However, we monitor and ensure that the investment managers we employ make reasonable efforts to maximize returns while controlling for risk parameters.
Investment risk is also controlled through diversification among multiple asset classes, managers, investment styles and periodic rebalancing toward asset allocation targets. Risk is further controlled at the investment manager level by requiring managers to follow formal written investment guidelines which enumerate eligible securities, maximum portfolio concentration limits, excess return and tracking error targets as well as other relevant portfolio constraints. Investment results and risk are measured and monitored on an ongoing basis and quarterly investment reviews are conducted. The Plan’s active investment managers are prohibited from investing plan assets in equity or debt securities issued or guaranteed by the Company.
Our Plan assets are invested using a combination of both active and passive (indexed) investment strategies. Active strategies employ multiple investment management firms. The Plan’s equity securities are diversified across U.S. and non-U.S. stocks in order to further reduce risk at the total Plan level. Our active investment managers employ a range of investment styles and approaches that are combined in a way that compensates for capitalization and style biases versus benchmark indices. As such, our investment managers are expected to adhere to the investment management style for which they were hired and are evaluated regularly for adherence to investment discipline.
The Plan’s debt securities are diversified principally among securities issued or guaranteed by the U.S. government or its agencies, mortgage-backed securities, including collateralized mortgage obligations, corporate debt obligations and dollar-denominated obligations issued in the U.S. by non-U.S. banks and corporations. Generally, up to 10% of the actively managed debt securities may be invested in securities rated below investment grade. The Plan’s real estate investments are made through a commingled equity real estate fund of U.S. properties diversified by property type and geographic location.
We have formally identified the primary objective for each asset class within our Plan. U.S. equities are held for their long-term capital appreciation and dividend income, which is expected to exceed the rate of inflation. International equities are held for their long-term capital appreciation, as well as diversification relative to U.S. equities and other asset classes. Fixed income instruments are held as a source of current income and to reduce overall Plan volatility. Additionally, they are designed to provide a partial hedge relative to the interest rate sensitivity of the Plan’s liabilities. Real estate investments are held as a hedge against unexpected inflation and are expected to provide a relatively high level of income. Real estate investments are also expected to provide diversification to the overall Fund. Cash is held only to meet liquidity requirements.

102

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Allocations
We employ a total return investment approach in which a mix of equity, debt and real estate investments is used to achieve a competitive long-term rate of return on plan assets at a prudent level of risk. Our weighted average plan target asset allocation is 52% equity securities (range of 42% to 62%), 45% debt securities (range of 35% to 55%) and 3% real estate (range of 0% to 6%). The Plan’s actual allocation is controlled by periodic rebalancing back to target.
The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans:
 
 
Asset Allocations
 
Target Asset Allocations
 
 
As of December 31,
 
 
2013
 
2012
 
2013
 
2012
Equity Securities
 
55
%
 
52
%
 
52
%
 
52
%
Debt Securities
 
42
%
 
45
%
 
45
%
 
45
%
Real Estate
 
3
%
 
3
%
 
3
%
 
3
%
Total
 
100
%
 
100
%
 
100
%
 
100
%
Contributions and Benefit Payments
We expect to contribute approximately $20 million to our U.S. Non-Qualified Plans and non-U.S. Pension Plans and approximately $4 million to our postretirement benefit plan for the year ended December 31, 2014. We made a $20 million contribution to the U.S. Qualified Plan in fiscal 2013 to satisfy funding requirements due in fiscal 2014 related to the 2013 and 2014 plan years. We do not expect to make any contributions to the U.S. Qualified Plan in fiscal 2014 for the 2013 plan years based on the minimum funding requirements as defined in the Pension Protection Act of 2006, as amended by the Moving Ahead for Progress in the 21st Century Act. However, we may consider making contributions of up to $18 million to the U.S. Qualified Plan in fiscal 2014 related to the 2014 plan year, which is not due until fiscal 2015. Final funding requirements for fiscal 2014 will be determined based on our January 2014 funding actuarial valuation.
The following table summarizes expected benefit payments from our pension plans and postretirement plans through 2023. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions:
 
 
Pension Plans
 
Postretirement Benefits Plan
2014
 
$
106.7

 
$
4.3

2015
 
$
110.2

 
$
3.8

2016
 
$
113.9

 
$
3.5

2017
 
$
118.3

 
$
3.0

2018
 
$
113.7

 
$
2.7

2019 - 2023
 
$
582.4

 
$
10.0

Health Care Benefits
The following table presents healthcare trend assumptions used to determine the year end benefit obligation:
 
 
2013
 
2012
Medical (1)
 
6.0
%
 
6.5
%
Prescription Drug (1)
 
8.0
%
 
8.5
%
(1)
The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter.

103

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Assumed health care cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:
 
 
1% Point
 
 
Increase
 
Decrease
Benefit Obligations at End of Year
 
$
(0.5
)
 
$
0.6

Service Cost Plus Interest Cost
 
$

 
$

401(k) Plan
We have a 401(k) Plan covering substantially all U.S. employees that provides for employee salary deferral contribution and employer contributions. Employees may contribute up to 50% of their pay on a pre-tax basis subject to IRS limitations. In addition, employees age 50 or older are allowed to contribute additional pre-tax “catch-up” contributions. In addition, the Company matches up to 50% of seven percent (7%) of a team member’s eligible compensation, subject to certain 401(k) Plan limitations.
We had expense associated with our 401(k) Plan of $8.5 million, $13.6 million and $15.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The decrease in expense in 2013 was due to discretionary Company contributions of $5.3 million and $7.8 million in 2012 and 2011, respectively, which did not recur in 2013.
Note 11. Employee Stock Plans
The total stock-based compensation expense and expected tax benefit for the years ended December 31, 2013, 2012, and 2011 are as follows:
Stock-based Compensation Expense:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
6.3

 
$
6.1

 
$
7.5

  Stock Options
 
1.7

 
3.8

 
4.1

  Employee Stock Purchase Plan ("ESPP")
 
0.7

 
0.7

 
0.8

 
 
 
 
 
 
 
Total Compensation Expense
 
$
8.7

 
$
10.6

 
$
12.4

Expected Tax Benefit:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
2.3

 
$
2.3

 
$
2.8

  Stock Options
 
0.6

 
1.4

 
1.5

 
 
 
 
 
 
 
Total Expected Tax Benefit
 
$
2.9

 
$
3.7

 
$
4.3

Stock Incentive Plans
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (“2009 SIP”) and 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan (“2000 DSIP”) allow for the granting of stock-based awards, such as, but not limited to, stock options, restricted stock units and restricted stock, to certain employees and non-employee directors.
On May 5, 2009, our shareholders approved the 2009 SIP which authorized the issuance of up to 5,400,000 shares of our common stock plus any shares that were remaining and available for issuance under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan (“2000 SIP”) that were not subject to outstanding awards as of May 5, 2009 or that become available for issuance upon forfeiture, cancellation or expiration of awards granted under the 2000 SIP without having been exercised or settled in shares. As of December 31, 2013, 1,133,539 shares were remaining and available from the 2000 SIP. At December 31, 2013, 2012 and 2011, 4,679,309 shares, 4,813,551 shares and 5,153,694 shares of our common stock, respectively, were available for future grants under the 2009 SIP.
On May 2, 2007, our shareholders approved an amendment increasing the authorization under the 2000 DSIP from 300,000 shares of common stock to 700,000 shares of common stock. At December 31, 2013, 2012 and 2011, 152,438 shares, 192,206 shares and 230,993 shares of our common stock, respectively, were available for future grants under the 2000 DSIP.

104

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Our practice has been to settle all awards issued under the stock incentive plans and ESPP through the issuance of treasury shares. In addition, we have in place share repurchase programs to mitigate the dilutive effect of the shares issued under these plans.
Restricted Stock Units/Restricted Stock Programs    
Our restricted stock units/restricted stock programs include both performance-based awards and service-based awards. The performance-based awards have either a market condition or a performance condition. All awards contain a service-based condition. Prior to 2010, we also utilized grants of restricted stock; however, as of December 31, 2012 all of the outstanding restricted stock awards had vested.
Performance-based Restricted Stock Units/Restricted Stock
Leveraged Restricted Stock Units (“LRSUs”) - Beginning in 2013, certain employees were granted target awards of LRSUs. These awards vest in three substantially equal annual tranches beginning one year from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s stock price appreciation or depreciation over a one year, two year and three year performance period. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
1.9%
 
N/A
 
N/A
Expected term (in years)
3.0
 
N/A
 
N/A
Risk-free interest rate
0.38%
 
N/A
 
N/A
Fair value of LRSUs granted
$85.48
 
N/A
 
N/A
Expected volatility is based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The results is then annualized and compounded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The LRSUs are not entitled to dividend equivalents.

Performance Units with Market Condition - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a market condition. These awards vest in two substantially equal annual tranches beginning three years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s three-year Total Shareholder Return performance relative to Standard & Poor’s 500 companies. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
2.0%
 
N/A
 
N/A
Expected term (in years)
2.8
 
N/A
 
N/A
Risk-free interest rate
0.33%
 
N/A
 
N/A
Fair value of Performance Units granted
$86.59
 
N/A
 
N/A
Expected volatility is based on historical volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.

105

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The Performance Units with Market Condition are not entitled to dividend equivalents.
Performance Units with Performance Condition - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a performance condition. These awards vest in two substantially equal annual tranches beginning three years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s three-year revenue compounded annual growth rate. The expense for these awards is recognized on a graded-vesting basis. The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant.
Compensation expense related to Performance Units with Performance Condition is initially recognized assuming that the target level of performance will be achieved. Final compensation expense recognized will ultimately depend on the actual number of shares earned against the performance condition as well as fulfillment of the requisite service condition. The Performance Units with Performance Condition are not entitled to dividend equivalents.
Restricted Stock Unit Opportunity - Beginning in 2004, certain employees were provided an opportunity to receive an award of restricted stock units or restricted stock in the future. Beginning in 2010, we only provide an opportunity to receive an award of restricted stock units and no longer have restricted stock award grants outstanding. That award is contingent on performance against the same goals that drive payout under the annual cash incentive plan. The restricted stock units will be granted, if at all, after the one-year performance goals have been met and will then vest over a three-year period on a graded basis. Compensation expense associated with these grants is recognized on a graded basis over four years, including the performance period. The annual award of restricted stock units to employees is generally granted in the first quarter of the year following the conclusion of the fiscal year for which the goals were measured and attained.
The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The restricted stock units earned from the restricted stock opportunity are entitled to dividend equivalents, payable only if and when the underlying restricted stock unit vests.
Changes in our nonvested performance-based restricted stock units for the year ended December 31, 2013 are summarized as follows:
Performance-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
104,976
 
$
80.11

 
1.5
 
$
8.2

  Granted
 
193,970
 
$
84.01

 
 
 
 
  Vested
 
(65,002)
 
$
79.50

 
 
 
 
  Forfeited
 
(94,526)
 
$
82.46

 
 
 
 
Nonvested Shares at December 31, 2013
 
139,418
 
$
84.22

 
2.1
 
$
17.1

Total unrecognized compensation cost related to nonvested performance-based restricted stock units at December 31, 2013 was $4.9 million. This cost is expected to be recognized over a weighted average period of 1.9 years. The weighted average grant date fair value per share of the performance-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was $82.80 and $80.45, respectively.
Service-based Restricted Stock Units/Restricted Stock
From time-to-time, in order to attract and retain executive talent, the Company issues special grants of restricted stock units. These grants generally vest over a three-year period on a graded basis. On occasion, we have also issued grants which vest over a five-year period on a graded basis. Compensation expense associated with these grants is recognized on a straight-line basis over the life of the award.
Our non-employee directors receive grants of restricted stock units as part of their annual equity retainer. These grants vest on a cliff basis three years from the date of grant. Compensation expense associated with these awards is generally recognized in the year the award is granted.

106

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

For restricted stock units, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The service-based restricted stock units are entitled to dividend equivalents payable only if and when the underlying restricted stock units vest.
Changes in our nonvested service-based restricted stock units for the year ended December 31, 2013 are summarized as follows:
Service-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
153,293
 
$
76.39

 
1.6
 
$
12.1

  Granted
 
42,368
 
$
89.55

 
 
 
 
  Vested
 
(61,681)
 
$
75.13

 
 
 
 
  Forfeited
 
(13,972)
 
$
70.23

 
 
 
 
Nonvested Shares at December 31, 2013
 
120,008
 
$
81.83

 
1.6
 
$
14.7

Total unrecognized compensation cost related to nonvested service-based restricted stock units at December 31, 2013 was $3.6 million. This cost is expected to be recognized over a weighted average period of 1.8 years. The weighted average grant date fair value per share of the service-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was $80.42 and $75.39, respectively.
The total fair value of all restricted stock units and restricted stock vesting during the years ended December 31, 2013, 2012 and 2011 was $12.1 million, $10.6 million and $8.9 million, respectively. The expected tax benefit associated with the tax deduction from the vesting of restricted stock units and restricted stock totaled $4.5 million, $3.9 million and $2.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Stock Option Programs
Stock options granted under the 2009 SIP and 2000 SIP generally vest in four equal installments beginning on the first anniversary of the grant. Stock options granted under the 2000 DSIP generally vest 100% on the first anniversary of the grant. All stock options generally expire ten years from the date of the grant. The annual award of stock options to employees is generally granted in the first quarter of the year. Beginning in 2013, the annual award of stock options to employees was replaced with an award of Leveraged Restricted Stock Units.
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option valuation model that used the weighted average assumptions in the following table:
 
2013
 
2012
 
2011
Expected stock price volatility
23%
 
23%
 
21%
Expected dividend yield
1.6%
 
1.8%
 
1.8%
Expected term (in years)
6.50
 
6.00
 
6.00
Risk-free interest rate
1.66%
 
1.21%
 
2.55%
Fair value of stock options granted
$21.57
 
$15.01
 
$15.86
Expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine the expected term assumption using a midpoint scenario which combines our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.

107

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Changes in stock options for the year ended December 31, 2013 are summarized as follows:
Stock Options
Shares
 
Weighted Average Exercise Price Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2012
1,840,845

 
$
77.61

 
 
 
 
 
 
 
 
 
 
 
 
Granted
3,908

 
$
101.04

 
 
 
 
Exercised
(903,756
)
 
$
75.87

 
 
 
 
Forfeited or expired
(85,250
)
 
$
80.77

 
 
 
 
Outstanding at December 31, 2013
855,747

 
$
79.23

 
5.7
 
$
37.2

 
 
 
 
 
 
 
 
Exercisable and unvested expected to vest at December 31, 2013
843,683

 
$
79.18

 
5.7
 
$
36.8

Exercisable at December 31, 2013
501,439

 
$
78.73

 
4.4
 
$
22.1

Stock options outstanding at December 31, 2013 were originally granted during the years 2004 through 2013 and are exercisable over periods ending no later than 2023. At December 31, 2012 and 2011, stock options for 1,127,607 shares and 1,238,434 shares of our common stock, respectively, were exercisable.
The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $20.8 million, $8.4 million and $15.7 million, respectively.
The following table summarizes information about stock options outstanding at December 31, 2013:
 
 
Stock Options Outstanding
 
Stock Options Exercisable
Range of Exercise Prices
 
Shares
 
Weighted Average Remaining Contractual Term (in years)
 
Weighted Average Exercise Price Per Share
 
Shares
 
Weighted Average Exercise Price Per Share
$59.86-$71.28
 
238,143

 
4.3
 
$
68.06

 
172,093

 
$
67.42

$74.69-$80.45
 
211,950

 
6.5
 
$
80.15

 
119,075

 
$
79.97

$82.64-$82.80
 
229,975

 
8.1
 
$
82.80

 
38,500

 
$
82.79

$88.04-$107.17
 
175,679

 
3.7
 
$
88.57

 
171,771

 
$
88.29

 
 
855,747

 
 
 
 
 
501,439

 
 
Total unrecognized compensation cost related to nonvested stock options at December 31, 2013 was $1.7 million. This cost is expected to be recognized over a weighted average period of 1.3 years. The total fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $4.2 million, $4.8 million and $5.9 million, respectively.
Cash received from the exercise of D&B stock options for the year ended December 31, 2013 was $65.7 million. The expected tax benefit associated with the tax deduction from the exercise of stock options totaled $7.7 million for the year ended December 31, 2013.
Employee Stock Purchase Plan
Under The Dun & Bradstreet Corporation 2000 Employee Stock Purchase Plan, we are authorized to sell (to eligible employees) up to 1,500,000 shares of our common stock of which 359,963 shares remain available for future purchases as of December 31, 2013.
Under the terms of the ESPP, employees can purchase our common stock at a 15% discount from market value, subject to certain limitations as set forth in the ESPP. The purchase price of the stock on the date of purchase is 85% of the average of the high and low prices of our stock on the last trading day of the month. Under the ESPP, we sold 50,277, 58,417 and 67,010 shares to employees for the years ended December 31, 2013, 2012 and 2011, respectively. Cash received from employees participating in the ESPP for the year ended December 31, 2013 was $3.9 million.

108

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Note 12. Lease Commitments and Contractual Obligations
Most of our operations are conducted from leased facilities, which are under operating leases that expire over the next ten years, with the majority expiring within five years. Our corporate office is located at 103 JFK Parkway, Short Hills, New Jersey 07078, in a 123,000-square-foot property that we lease. We renewed our lease on this property in 2011 for a term of eight years, with two five-year renewal options. This property also serves as the executive offices of our North American segment. We also lease certain computer and other equipment under operating leases that expire over the next three and five years, respectively. These computer and other equipment leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance. Rental expenses under operating leases (cancelable and non-cancelable) were $30.1 million, $29.6 million, and $30.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Acxiom Corporation
In July 2006, we signed a four-year North American product and technology outsourcing agreement with Acxiom in order to significantly increase the speed, data processing capacity and matching capabilities we provide our global sales and marketing customers. In August 2008, we entered into a 65-month agreement to expand our service capabilities, enhance customer experience and accelerate the migration of the remaining existing D&B fulfillment processes for our European markets to Acxiom. In November 2008, we extended the term of the North American outsourcing agreement through 2011.
In December 2011, a three-year agreement was reached to further extend the North American product and technology outsourcing agreement until the end of 2014. Payments over the extended contract term will aggregate to approximately $26 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
In May 2009, we entered into another agreement with Acxiom to provide certain infrastructure management services that were formerly provided by Computer Sciences Corporation ("CSC"). These services included data center operations, technology help desk and network management functions. The agreement originally had an initial term ending in October 2014 and included the right to extend the agreement under the same terms for up to a maximum period of three years after the expiration of the original term. In 2010, we signed an infrastructure outsourcing agreement for data center operations, technology help desk and network management functions in Ireland, with an initial term ending in October 2014. In 2010, we entered into two amendments with Acxiom extending the initial terms of both agreements by a total of eight months until June 2015. We retain the right to extend these agreements for up to three years after the expiration of these amended terms. In the fourth quarter of 2012, we notified Acxiom of our intent to terminate certain data center and technology infrastructure support services. This was done in connection with our desire to insource certain technology functions in which it is both performance and financially beneficial. These agreements provide for typical adjustments due to changes in volume, inflation and incremental project work. Payments over these contract terms will aggregate to approximately $402 million.
In May 2011, we signed a five-year development and support agreement with Acxiom to provide data management services. This agreement was related to our then Strategic Technology Investment or MaxCV and totaled approximately $28 million over the term of the agreement. The agreement provided for typical adjustments due to changes in volume, inflation and incremental project work. In the fourth quarter of 2013, we terminated this agreement with Acxiom. This was done in connection with our desire to further insource certain technology functions in which it is both performance and financially beneficial.
We incurred costs of approximately $89 million, $90 million and $88 million under all of Acxiom agreements for the years ended December 31, 2013, 2012 and 2011, respectively. Total payments to Acxiom over the remaining terms of all contracts will aggregate to approximately $112 million.
Convergys Customer Management Group
In December 2010, we entered into a six-year business process outsourcing agreement effective January 1, 2011, with Convergys Customer Management Group (“CCMG”) in order to enhance our customer contact center solution. CCMG has transitioned contact center services previously outsourced principally to IBM as well as certain other smaller providers.
The transition of services to CCMG was based on a phased migration of business volume to CCMG that commenced in the second quarter of 2011 and was substantially completed by the fourth quarter of 2011. Services are primarily provided from CCMG locations in Omaha, Nebraska, the Philippines and India, on the basis of our requirements.
The primary scope of the agreement includes the following services for our North America business: (i) Inbound Customer Service, which principally involves the receipt of, response to and resolution of inquiries received from customers; (ii) Outbound

109

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Customer Service, which principally involves the collection, compilation and verification of information contained in our databases; and (iii) Data Update Service, which principally involves the bulk or discrete updates to the critical data elements about companies in our databases.
The agreement also specifies service level commitments required of CCMG for achievement of our customer satisfaction targets and a methodology for calculating credits to us if CCMG fails to meet certain service levels. In addition, CCMG’s performance under the agreement will be measured in part by our overall satisfaction of the program as measured by a customer satisfaction survey of our key internal business partners.
In December 2011, we signed a five-year telephone agreement to support our small business customers’ telesales team. Payments over the contract term will aggregate to approximately $3 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
After the first three years of service by CCMG, we have the right to terminate for convenience any or all of the services provided under the agreements upon one hundred eighty days prior written notice, and without incurring a termination fee. We incurred costs of approximately $21 million, $20 million, and $8 million for the years ended December 31, 2013, 2012, and 2011, respectively. Total payments to CCMG over the remaining terms of the above contracts will aggregate to approximately $54 million.
International Business Machines
In October 2004, we signed a seven-year outsourcing agreement with International Business Machines (“IBM”). Under the terms of the agreement, we transitioned certain portions of our data acquisition and delivery and customer service to IBM. By August 2010, our data acquisition, delivery and customer services performed by IBM for our European countries were terminated. Additionally, by October 2011 our customer contact center services for the United States were terminated as a result of our transition to CCMG. As of December 31, 2013, the services that are still to be provided by IBM are primarily limited delivery services to our North American customers.
In August 2012, we signed an amendment with IBM extending the term of the limited delivery services to our North American customers until January 2017. Payments over the remaining contract term will aggregate to approximately $10 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
We incurred costs of approximately $3 million, $3 million and $10 million for the years ended December 31, 2013, 2012 and 2011, respectively, under this agreement.
The following table quantifies our future contractual obligations as discussed above as of December 31, 2013:
Contractual Obligations
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Operating Leases
 
$
28.9

 
$
23.9

 
$
17.6

 
$
9.2

 
$
7.9

 
$
22.2

 
$
109.7

Obligations to Outsourcers
 
$
132.4

 
$
69.8

 
$
25.2

 
$
0.5

 
$

 
$

 
$
227.9


110

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The table above excludes pension obligations for which funding requirements are uncertain, excludes long-term contingent liabilities and excludes unrecognized tax benefits. Our obligations with respect to pension and postretirement medical benefit plans are described in Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K. Our long-term contingent liabilities with respect to legal matters are discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to senior notes and credit facilities are discussed in Note 6 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to unrecognized tax benefits are discussed in Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.
Note 13. Contingencies
We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business for which we believe that we have adequate reserves, and such reserves are not material to the consolidated financial statements. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. Once we have disclosed a matter that we believe is or could be material to us, we continue to report on such matter until there is finality of outcome or until we determine that disclosure is no longer warranted. Further, we believe our estimate of the aggregate range of reasonably possible losses, in excess of established reserves, for our legal proceedings was not material at December 31, 2013. In addition, from time-to-time, we may be involved in additional matters, which could become material and for which we may also establish reserve amounts, as discussed below.
China Operations
On March 18, 2012, we announced we had temporarily suspended our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.
On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment on four former Roadway employees. A fifth former Roadway employee was separated from the case.
For the year ended December 31, 2013, we incurred $7.4 million of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred $13.5 million of legal and other professional fees and $2.1 million in local shut-down costs, as well as an impairment charge of $12.9 million related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had $5.4 million of revenue and $14.5 million of operating loss. D&B acquired Roadway’s operations in 2009, and for 2011 Roadway accounted for approximately $22 million in revenue and $2 million in operating income.
As our investigation is ongoing, we cannot yet predict the ultimate outcome of the matter or its impact, if any, on our business, financial condition or results of operations. No amount in respect of any potential liability in this matter, including for penalties, fines or other sanctions, has been accrued in the consolidated financial statements. In accordance with ASC 450, "Contingencies," or "ASC 450", we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

111

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Nicholas Martin v. Dun & Bradstreet, Inc. and Convergys Customer Management Group, Inc., No. 12 CV 215 (USDC N.D. IL.)
On January 11, 2012, Nicholas Martin filed suit against Dun & Bradstreet, Inc. and Convergys Customer Management Group, Inc. ("Convergys") in the United States District Court for the Northern District of Illinois. The complaint alleges that Defendants violated the Telephone Consumer Protection Act (“TCPA”) because Convergys placed a telephone call to Plaintiff's cell phone using an automatic telephone dialing system ("ATDS") and because Dun & Bradstreet, Inc. authorized the telephone call. The TCPA generally prohibits the use of an ATDS to place a call to a cell phone for nonemergency purposes and without the prior express consent of the called party. The TCPA provides for statutory damages of $500 per violation, which may be trebled to $1,500 per violation at the discretion of the court if the plaintiff proves the defendant willfully violated the TCPA. Plaintiff sought to bring this action as a class action on behalf of all persons who Defendants called on their cell phone using an ATDS, where the Defendants obtained the cell phone number from some source other than directly from the called party, during the period from January 11, 2010 to the present. The parties reached an agreement to settle this matter and they have negotiated the terms of a settlement agreement and other related settlement documents. On July 16, 2013 the Court granted Plaintiff's Motion for Preliminary Approval of Class Action Settlement and entered a Preliminary Approval Order. Class members have been given notice and had until October 7, 2013 to submit claims. The claims period is now closed. No objections were submitted. The settlement is subject to final approval by the Court. The Court held a Fairness Hearing on November 19, 2013. No written objections to the Class Action Settlement were filed prior to the Fairness Hearing and there were no objections raised at the Fairness Hearing. Pursuant to the Court’s Order of November 19, 2013, Class Counsel informed the Court on January 13, 2014 that the parties have not been contacted by any attorney general’s office or any other governmental entity pursuant to the Class Action Fairness Act. The Court held a Final Approval Hearing on January 16, 2014, at which time the Court approved all aspects of the Class Action Settlement. On January 16, 2014, the Court entered a Final Order of Judgment and Dismissal, thereby dismissing the case with prejudice and without costs as to Plaintiff and all Settlement Class Members. Accordingly, the settlement is now final and we will no longer be reporting on this matter. The matter has settled within the reserved amount. In accordance with ASC 450, as of December 31, 2013, an appropriate reserve was set up to cover the settlement. The amount of such reserve is not material to the Company's financial statements.

Dun & Bradstreet Credibility Corporation v. Dun & Bradstreet, Inc., and The Dun & Bradstreet Corporation (N.Y. state court)
On February 20, 2014, Dun & Bradstreet Credibility Corporation (“DBCC”) filed an action in the Supreme Court of the State of New York for the County of New York against the Company. DBCC is an unaffiliated entity with license rights to use the Company’s brand name and to sell certain of the Company’s products. The complaint alleges that the Company breached the Commercial Services Agreement (“CSA”), which was entered into by the Company and DBCC on July 30, 2010 in connection with DBCC’s acquisition of the Company’s North American Self Awareness Solution business. The complaint alleges that the Company breached several of the CSA’s terms, and that the Company is trying to terminate the CSA through improper means. The Complaint alleges causes of action for breach of contract; breach of the covenant of good faith and fair dealing, in the alternative; intentional interference with prospective economic advantage; and declaratory judgment. The Complaint seeks damages and declaratory and injunctive relief. The Company was served with the Complaint on February 24, 2014.
The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.
Dun & Bradstreet Credibility Corporation Sales Practices Litigations

O&R Construction, LLC v. Dun & Bradstreet Credibility Corporation, et al., No. 2:12 CV 02184 (USDC W.D. Wash.)
On December 13, 2012, plaintiff O&R Construction LLC filed a putative class action in the United States District Court for the Western District of Washington against D&B and an unaffiliated entity. The complaint alleged, among other things, that defendants violated the antitrust laws, used deceptive marketing practices to sell the CreditBuilder credit monitoring products and allegedly misrepresented the nature, need and value of the products. The plaintiff purports to sue on behalf of a putative class of purchasers of CreditBuilder and seeks recovery of damages and equitable relief. On February 18, 2013, the Company filed a motion to dismiss the complaint. On April 5, 2013, plaintiff filed an amended complaint in lieu of responding to the motion. The amended complaint dropped the antitrust claims and retained the class action and deceptive practices allegations. The Company filed a new motion to dismiss the amended complaint on May 3, 2013. On August 23, 2013, the Court heard the motion and granted it. Specifically, the Court dismissed a contract claim with prejudice, and dismissed all the remaining claims

112

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

without prejudice. On September 23, 2013, plaintiff filed a Second Amended Complaint (“SAC”). The SAC alleges claims for negligence, defamation and unfair business practices under Washington state law against the Company for alleged inaccuracies in small business credit reports. The SAC also alleges liability against the Company under a joint venture or agency theory for practices relating to CreditBuilder. The Company filed a motion to dismiss the SAC. On January 9, 2014, the Court heard argument on the Company’s motion and dismissed with prejudice the claims based on a joint venture or agency liability theory brought against the Company. The Court denied the motion with respect to the negligence, defamation and unfair practices claims. On January 23, 2014, the Company answered the SAC. With regard to discovery, the parties exchanged initial disclosures and completed the initial case management process in March 2013. Formal discovery has begun. As the Company recently filed its Answer to the SAC, this litigation is still in the initial stage. In accordance with ASC 450, we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.
Die-Mension Corporation v. Dun & Bradstreet Credibility Corporation et al., No. 1:14-cv-392 (N.D. Oh.)
On February 20, 2014, plaintiff Die-Mension Corporation (“Die-Mension”) filed a putative class action in the United States District Court for the Northern District of Ohio against the Company and Dun & Bradstreet Credibility Corporation (“DBCC”), an unaffiliated entity. Die-Mension purports to sue on behalf of a putative class of all purchasers of a CreditBuilder product in the United States or in such state(s) as the Court may certify. The complaint alleges that DBCC used deceptive marketing practices to sell the CreditBuilder credit monitoring products. As against the Company, the complaint alleges a violation of Ohio’s Deceptive Trade Practices Act, defamation, and negligence. The complaint alleges deceptive trade practices, negligent misrepresentation and concealment against DBCC. The Company has not yet been served with the complaint. This litigation is not currently active in light of the absence of service. The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Other Matters
In addition, in the normal course of business, and including without limitation, our merger and acquisition activities and financing transactions, D&B indemnifies other parties, including customers, lessors and parties to other transactions with D&B, with respect to certain matters. D&B has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. D&B has also entered into indemnity obligations with its officers and directors.
Additionally, in certain circumstances, D&B issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by D&B under these agreements have not had a material impact on the consolidated financial statements.
Note 14. Segment Information
The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated by management on a timely basis to assess performance and to allocate resources.

On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):

North America (which consists of our operations in the U.S. and Canada);

Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

Europe and Other International Markets (which primarily consists of our operations in the U.K., the Netherlands, Belgium, Latin America and European Worldwide Network).

113

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

During 2011, we managed and reported our business globally through the following three segments:

North America (which consisted of our operations in the U.S. and Canada);

Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).

Our customer solution sets are D&B Risk Management Solutions™ and D&B Sales & Marketing Solutions™. Inter-segment sales are immaterial, and no single customer accounted for 10% or more of our total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges and intercompany transactions, because these charges and transactions are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business.

114

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Revenue:
 
 
 
 
 
North America
$
1,233.9

 
$
1,225.6

 
$
1,238.1

Asia Pacific
179.3

 
176.8

 
164.8

Europe and Other International Markets
242.0

 
241.9

 
243.4

Consolidated Core
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses

 
18.7

 
112.2

Consolidated Total
$
1,655.2

 
$
1,663.0

 
$
1,758.5

Operating Income (Loss):
 
 
 
 
 
North America
$
407.4

 
$
480.9

 
$
480.1

Asia Pacific
19.0

 
4.7

 
16.8

Europe and Other International Markets
72.9

 
68.8

 
55.3

Total Segments
499.3

 
554.4

 
552.2

Corporate and Other (1)
(62.2
)
 
(122.3
)
 
(127.4
)
Consolidated Total
437.1

 
432.1

 
424.8

Non-Operating Income (Expense) – Net
(41.1
)
 
(53.8
)
 
(56.7
)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates
$
396.0

 
$
378.3

 
$
368.1

 
 
 
 
 
 
Depreciation and Amortization (2):
 
 
 
 
 
North America
$
41.6

 
$
41.8

 
$
42.9

Asia Pacific
14.4

 
17.2

 
18.8

Europe and Other International Markets
12.2

 
13.0

 
13.6

Total Segments
68.2

 
72.0

 
75.3

Corporate and Other
3.0

 
6.3

 
5.8

Consolidated Total
$
71.2

 
$
78.3

 
$
81.1

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
North America
$
3.7

 
$
2.2

 
$
2.0

Asia Pacific
3.2

 
4.4

 
2.5

Europe and Other International Markets
1.9

 
0.3

 
0.8

Total Segments
8.8

 
6.9

 
5.3

Corporate and Other
0.7

 
0.1

 
0.9

Consolidated Total
$
9.5

 
$
7.0

 
$
6.2

 
 
 
 
 
 
Additions to Computer Software and Other Intangibles (3):
 
 
 
 
 
North America
$
25.0

 
$
21.2

 
$
16.0

Asia Pacific
4.4

 
5.4

 
1.7

Europe and Other International Markets
6.7

 
6.7

 
6.2

Total Segments
36.1

 
33.3

 
23.9

Corporate and Other
9.5

 
34.1

 
23.3

Consolidated Total
$
45.6

 
$
67.4

 
$
47.2

 

115

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

 
 
At December 31,
 
 
2013
 
2012
 
2011
Assets (4):
 
 
 
 
 
 
North America
 
$
843.2

 
$
795.4

 
$
790.6

Asia Pacific
 
371.9

 
414.6

 
466.8

Europe and Other International Markets
 
445.4

 
365.7

 
317.8

Total Segments
 
1,660.5

 
1,575.7

 
1,575.2

Corporate and Other (primarily taxes)
 
229.8

 
416.1

 
401.9

Consolidated Total
 
$
1,890.3

 
$
1,991.8

 
$
1,977.1

 
 
 
 
 
 
 
Goodwill (5):
 
 
 
 
 
 
North America
 
$
265.1

 
$
266.5

 
$
266.0

Asia Pacific
 
210.2

 
234.0

 
222.0

Europe and Other International Markets
 
113.8

 
110.6

 
110.4

Consolidated Total
 
$
589.1

 
$
611.1

 
$
598.4



(1)
The following table summarizes “Corporate and Other:”
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Corporate Costs
$
(40.9
)
 
$
(49.1
)
 
$
(55.4
)
Restructuring Expense
(13.9
)
 
(29.4
)
 
(22.1
)
Strategic Technology Investment or MaxCV

 
(30.3
)
 
(44.8
)
Legal Fees and Other Shut-Down Costs Associated with Matters in China
(7.4
)
 
(13.5
)
 

Settlement of Legacy Pension Obligation

 

 
(5.1
)
Total Corporate and Other
$
(62.2
)
 
$
(122.3
)
 
$
(127.4
)
 
(2)
Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles.
The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
(3)
Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.
Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.
Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.
Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.
Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.
(4)
The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a

116

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.
The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.
The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.
The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
(5)
Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.
Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.

Supplemental Geographic and Customer Solution Set Information:
 
 
 
At December 31,
 
 
2013
 
2012
 
2011
Long-Lived Assets (6):
 
 
 
 
 
 
North America
 
$
453.5

 
$
484.3

 
$
484.2

Asia Pacific
 
290.0

 
333.9

 
330.8

Europe and Other International Markets
 
162.8

 
164.9

 
165.3

Consolidated Total
 
$
906.3

 
$
983.1

 
$
980.3

(6)
Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
Long-lived assets in Asia Pacific decreased to $290.0 million at December 31, 2013 from $333.9 million at December 31, 2012. This is primarily attributable to the negative impact of foreign currency fluctuations.


117

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Customer Solution Set Revenue:
 
 
 
 
 
North America:
 
 
 
 
 
Risk Management Solutions
$
693.2

 
$
700.6

 
$
729.7

Sales & Marketing Solutions
540.7

 
525.0

 
508.4

North America Core Revenue
1,233.9

 
1,225.6

 
1,238.1

Divested and Other Businesses (7)

 

 
8.7

Total North America Revenue
1,233.9

 
1,225.6

 
1,246.8

 
 
 
 
 
 
Asia Pacific:
 
 
 
 
 
Risk Management Solutions
154.5

 
147.5

 
144.5

Sales & Marketing Solutions
24.8

 
29.3

 
20.3

Asia Pacific Core Revenue
179.3

 
176.8

 
164.8

Divested and Other Businesses (7)

 
18.7

 
103.5

Total Asia Pacific Revenue
179.3

 
195.5

 
268.3

 
 
 
 
 
 
Europe and Other International Markets:
 
 
 
 
 
Risk Management Solutions
198.3

 
199.5

 
200.3

Sales & Marketing Solutions
43.7

 
42.4

 
43.1

Europe and Other International Markets Core Revenue
242.0

 
241.9

 
243.4

Divested and Other Businesses

 

 

Total Europe and Other International Markets Revenue
242.0

 
241.9

 
243.4

 
 
 
 
 
 
Consolidated Total:
 
 
 
 
 
Risk Management Solutions
1,046.0

 
1,047.6

 
1,074.5

Sales & Marketing Solutions
609.2

 
596.7

 
571.8

Core Revenue
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses (7)

 
18.7

 
112.2

Consolidated Total Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

(7) There were no divestitures during the year ended December 31, 2013.
During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011.
During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.

118

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

The following table represents Divested and Other Businesses revenue by solution set:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Divested and Other Businesses:
 
 
 
 
 
Risk Management Solutions
$

 
$
9.3

 
$
39.8

Sales & Marketing Solutions

 
9.4

 
72.4

Total Divested and Other Businesses Revenue
$

 
$
18.7

 
$
112.2


 

Note 15. Supplemental Financial Data

Other Accrued and Current Liabilities:
 
At December 31,
 
2013
 
2012
Restructuring Accruals
$
10.4

 
$
11.7

Professional Fees
34.6

 
37.4

Operating Expenses
29.1

 
28.9

Other Accrued Liabilities
42.0

 
40.9

 
$
116.1

 
$
118.9

 

Property, Plant and Equipment – Net:
 
 
At December 31,
 
 
2013
 
2012
Land
 
$
5.7

 
$
5.9

Buildings
 
33.5

 
31.6

Furniture
 
59.5

 
60.4

 
 
98.7

 
97.9

Less: Accumulated Depreciation
 
68.3

 
66.2

 
 
30.4

 
31.7

Leasehold Improvements, less:
 
 
 
 
Accumulated Amortization of $15.6 and $15.0 as of December 31, 2013 and 2012, respectively
 
9.2

 
8.9

Property, Plant and Equipment – Net
 
$
39.6

 
$
40.6



119

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Other Income (Expense) – Net:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Effect of Legacy Tax Matters (1)
 
$
0.8

 
$
(14.8
)
 
$
(7.1
)
Gain (Loss) on Sale of Businesses (2)
 

 
6.1

 

Loss on Investment (3)
 

 

 
(11.4
)
Miscellaneous Other Income (Expense) – Net (4)
 
(2.5
)
 
(6.4
)
 
(2.7
)
Other Income (Expense) – Net
 
$
(1.7
)
 
$
(15.1
)
 
$
(21.2
)

(1)
During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004.

(2)
During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies.

(3)
During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.

(4)
Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation.
Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation.





120

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Computer Software and Goodwill:
 
 
Computer Software
 
Goodwill
January 1, 2012
 
$
127.6

 
$
598.4

Additions at Cost (5)
 
64.9

 

Amortization
 
(49.2
)
 

Write-offs
 
(4.7
)
 

Divestitures (6)
 

 
(0.3
)
Other (7)
 
2.3

 
13.0

December 31, 2012
 
140.9

 
611.1

Additions at Cost (8)
 
43.5

 

Amortization
 
(46.9
)
 

Write-offs (9)
 
(31.3
)
 

Other (7)
 
1.7

 
(22.0
)
December 31, 2013
 
$
107.9

 
$
589.1


(5) Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings.

(6)
Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.

(7) Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations.

(8) Computer Software - Amount mainly due to the purchase of perpetual licenses of third party software.

(9) Computer Software - This decrease is due to impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our Portal asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product.

Other Intangibles (included in Non-Current Assets):
 
 
 
Customer Relationships
 
Trademark and Other
 
Total
January 1, 2012
 
$
30.8

 
$
85.3

 
$
116.1

Additions
 

 
1.5

 
1.5

Amortization
 
(3.8
)
 
(13.5
)
 
(17.3
)
Write-offs (10)
 

 
(3.2
)
 
(3.2
)
Divestitures (11)
 
0.3

 

 
0.3

Other
 
2.3

 
(0.4
)
 
1.9

December 31, 2012 (12)
 
29.6

 
69.7

 
99.3

Additions
 

 
0.6

 
0.6

Amortization
 
(4.1
)
 
(11.7
)
 
(15.8
)
Write-offs
 

 
(0.4
)
 
(0.4
)
Other (13)
 
5.5

 
(12.5
)
 
(7.0
)
December 31, 2013 (12)
 
$
31.0

 
$
45.7

 
$
76.7



121

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

(10) Trademark and Other - Amounts primarily due to the write-off of other intangibles related to the shut-down of Roadway. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
(11)
Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
(12) Customer Relationships - Includes accumulated amortization of $13.8 million and $7.3 million as of
December 31, 2013 and 2012, respectively.
Trademark and Other - Includes accumulated amortization of $78.2 million and $72.7 million as of December
31, 2013 and 2012, respectively.
(13) During the year ended December 31, 2013 we reclassified assets between Trademark and Other and Customer Relationships. In addition, the amount includes the negative impact of foreign currency translation.

Allowance for Doubtful Accounts:
January 1, 2011
 
$
17.5

Additions charged to costs and expenses
 
12.1

Write-offs
 
(20.0
)
Recoveries
 
7.7

Other
 
(0.2
)
December 31, 2011
 
17.1

Additions charged to costs and expenses
 
15.2

Write-offs
 
(7.2
)
Recoveries
 
2.1

Other
 
0.1

December 31, 2012
 
27.3

Additions charged to costs and expenses
 
3.0

Write-offs
 
(9.7
)
Recoveries
 
3.2

Other
 
0.1

December 31, 2013
 
$
23.9

Deferred Tax Asset Valuation Allowance:
January 1, 2011
 
$
38.8

Additions charged (credited) to costs and expenses
 
0.8

Additions charged (credited) due to foreign currency fluctuations
 
(0.5
)
Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2011
 
38.1

Additions charged (credited) to costs and expenses
 
(1.6
)
Additions charged (credited) due to foreign currency fluctuations
 

Additions charged (credited) to other accounts
 
(1.1
)
December 31, 2012
 
35.4

Additions charged (credited) to costs and expenses
 
2.7

Additions charged (credited) due to foreign currency fluctuations
 
1.2

Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2013
 
$
38.3



122

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

Note 16. Quarterly Financial Data (Unaudited)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 


 
 
North America
$
283.2

 
$
278.7

 
$
305.8

 
$
366.2

 
$
1,233.9

Asia Pacific
41.4

 
49.3

 
44.4

 
44.2

 
179.3

Europe and Other International Markets
56.4

 
58.4

 
60.9

 
66.3

 
242.0

Consolidated Revenue
$
381.0

 
$
386.4

 
$
411.1

 
$
476.7

 
$
1,655.2

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
86.0

 
$
84.5

 
$
112.3

 
$
124.6

 
$
407.4

Asia Pacific
2.4

 
8.4

 
5.1

 
3.1

 
19.0

Europe and Other International Markets
14.0

 
15.7

 
19.7

 
23.5

 
72.9

Total Segments
102.4

 
108.6

 
137.1

 
151.2

 
499.3

Corporate and Other (1)
(14.6
)
 
(14.7
)
 
(16.6
)
 
(16.3
)
 
(62.2
)
Consolidated Operating Income
87.8

 
93.9

 
120.5

 
134.9

 
437.1

Net Income
53.6

 
58.4

 
73.5

 
76.6

 
262.1

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 
(0.9
)
 
(0.7
)
 
(1.3
)
 
(3.6
)
Net Income Attributable to D&B
$
52.9

 
$
57.5

 
$
72.8

 
$
75.3

 
$
258.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.30

 
$
1.46

 
$
1.89

 
$
1.98

 
$
6.61

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.29

 
$
1.44

 
$
1.87

 
$
1.96

 
$
6.54

Cash Dividends Paid Per Common Share
$
0.40

 
$
0.40

 
$
0.40

 
$
0.40

 
$
1.60



123

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
North America
$
285.5

 
$
279.0

 
$
308.3

 
$
352.8

 
$
1,225.6

Asia Pacific
59.9

 
46.6

 
44.8

 
44.2

 
195.5

Europe and Other International Markets
57.4

 
58.3

 
60.1

 
66.1

 
241.9

Consolidated Revenue
$
402.8

 
$
383.9

 
$
413.2

 
$
463.1

 
$
1,663.0

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
102.5

 
$
103.2

 
$
117.3

 
$
157.9

 
$
480.9

Asia Pacific
(11.1
)
 
5.6

 
5.1

 
5.1

 
4.7

Europe and Other International Markets
14.2

 
14.6

 
17.3

 
22.7

 
68.8

Total Segments
105.6

 
123.4

 
139.7

 
185.7

 
554.4

Corporate and Other (1)
(31.2
)
 
(34.1
)
 
(30.0
)
 
(27.0
)
 
(122.3
)
Consolidated Operating Income
74.4

 
89.3

 
109.7

 
158.7

 
432.1

Net Income
64.1

 
56.5

 
80.7

 
95.2

 
296.5

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 

 
(1.1
)
 
0.8

 
(1.0
)
Net Income Attributable to D&B
$
63.4

 
$
56.5

 
$
79.6

 
$
96.0

 
$
295.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.33

 
$
1.21

 
$
1.77

 
$
2.22

 
$
6.47

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.32

 
$
1.20

 
$
1.76

 
$
2.20

 
$
6.43

Cash Dividends Paid Per Common Share
$
0.38

 
$
0.38

 
$
0.38

 
$
0.38

 
$
1.52


(1)
The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss):
 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(10.7
)
 
$
(8.8
)
 
$
(9.6
)
 
$
(11.8
)
 
$
(40.9
)
Restructuring Expense
(2.3
)
 
(2.2
)
 
(6.1
)
 
(3.3
)
 
(13.9
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.6
)
 
(3.7
)
 
(0.9
)
 
(1.2
)
 
(7.4
)
Total Corporate and Other
$
(14.6
)
 
$
(14.7
)
 
$
(16.6
)
 
$
(16.3
)
 
$
(62.2
)


124

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(12.5
)
 
$
(9.9
)
 
$
(13.1
)
 
$
(13.6
)
 
$
(49.1
)
Restructuring Expense
(9.1
)
 
(9.3
)
 
(4.8
)
 
(6.2
)
 
(29.4
)
Strategic Technology Investment or MaxCV
(8.4
)
 
(10.5
)
 
(6.7
)
 
(4.7
)
 
(30.3
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.2
)
 
(4.4
)
 
(5.4
)
 
(2.5
)
 
(13.5
)
Total Corporate and Other
$
(31.2
)
 
$
(34.1
)
 
$
(30.0
)
 
$
(27.0
)
 
$
(122.3
)
(2)
The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.

Note 17. Divestitures and Other Businesses
Indian Research and Advisory Services Business
In September 2012, we sold substantially all of the assets and liabilities of our Indian Research and Advisory Services business for $0.5 million. As a result, we recorded a pre-tax gain of $0.2 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The Indian Research and Advisory Services business generated approximately $1.3 million in revenue during 2011.
Shanghai Roadway D&B Marketing Services Co. Ltd.
On March 18, 2012, we announced we had temporarily suspended our Roadway operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.
On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment for four former Roadway employees. A fifth former Roadway employee was separated from the case.
For the year ended December 31, 2013, we incurred $7.4 million of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred $13.5 million of legal and other professional fees and $2.1 million in local shut-down costs, as well as an impairment charge of $12.9 million related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had $5.4 million of revenue and $14.5 million of operating loss. D&B acquired Roadway’s operations in 2009, and for 2011 Roadway accounted for approximately $22 million in revenue and $2 million in operating income.
Domestic Portion of our Japanese Joint Venture
In February 2012, we completed the sale of the domestic portion of our Japan operations to TSR Ltd., our local joint venture partner since December 2007, for $4.5 million. As a result, we recorded a pre-tax gain of $3.0 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Our domestic Japanese operations generated approximately $64 million in revenue during 2011.
Simultaneously with closing this transaction, we entered into a ten-year commercial arrangement to provide TSR Ltd. with global data for its Japanese customers and to become the exclusive distributor of TSR Ltd. data to the Worldwide Network. From the date of this transaction in February 2012, this arrangement has aggregate future cash payments of approximately $140 million.

125

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Tabular dollar amounts in millions, except per share data)


AllBusiness.com, Inc.
In February 2012, we completed the sale of AllBusiness.com, Inc., a U.S. entity included in our North American reporting segment, for $0.4 million. As a result, we recorded a pre-tax loss of $0.4 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. AllBusiness.com, Inc. generated approximately $4 million in revenue during 2011.
Chinese Market Research Joint Ventures
In January 2012, we completed the sale of our market research business in China, consisting of two joint venture companies, by selling our equity interests in such companies to our partner for a total purchase price of $5.0 million. As a result, we recorded a pre-tax gain of $1.4 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The joint ventures generated approximately $16 million in revenue during 2011.
Purisma Incorporated
In January 2012, we completed the sale of Purisma Incorporated, a U.S. entity included in our North American reporting segment, for $2.0 million. As a result, we recorded a pre-tax gain of $2.0 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Purisma Incorporated generated approximately $4 million in revenue during 2011.

Note 18. Subsequent Events
Dividend Declaration
In February 2014, we approved the declaration of a dividend of $0.44 per share of common stock for the first quarter of 2014. This cash dividend will be payable on March 12, 2014 to shareholders of record at the close of business on February 25, 2014.

Share Repurchases
From January 1, 2014 through February 27, 2014, we have repurchased 936,724 shares of common stock for approximately $98 million, which were outstanding at December 31, 2013. The share repurchases were comprised of 813,323 shares of common stock for approximately $85 million under our $1 billion share repurchase program and 123,401 shares of common stock for approximately $13 million under our four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. See Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion on our share repurchase programs.

Tax Audit - Resolution of the 2007-2009 IRS Audit
On January 15, 2014, we effectively settled the IRS audit for tax years 2007-2009. As a result of the settlement we will reduce our liabilities by approximately $63 million, partially offset by a reduction of approximately $22 million for a contractual receipt under the tax allocation agreement between Moody's Corporation and D&B as it relates to this matter. The result will be a net benefit of approximately $37 million recorded in the quarter ending March 31, 2014.

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Not Applicable.

Item 9A.     Controls and Procedures
Evaluation of Disclosure Controls
We evaluated the effectiveness of our disclosure controls and procedures (“Disclosure Controls”) as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”) as of the end of the period covered by this report. This evaluation (“Controls Evaluation”) was done with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”).

126



Disclosure Controls are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Limitations on the Effectiveness of Controls
Our management, including our CEO and CFO, does not expect that our Disclosure Controls or our internal control over financial reporting will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of a control system are met. Further, any control system reflects limitations on resources, and the benefits of a control system must be considered relative to its costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within D&B have been detected. Judgments in decision-making can be faulty and breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by individual acts, by collusion of two or more people, or by management override. The design of a control system is also based upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Our Disclosure Controls are designed to provide reasonable assurance of achieving their objectives.
Conclusions Regarding Disclosure Controls
Based upon our Controls Evaluation, our CEO and CFO have concluded that as of the end of our fiscal year ended December 31, 2013, our Disclosure Controls are effective at a reasonable assurance level.
Management's Report on Internal Control Over Financial Reporting
Management's Report on Internal Control Over Financial Reporting and Management's Responsibility for Financial Statements are contained in this Annual Report on Form 10-K.
Change in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

    
Item 9B.    Other Information
On February 25, 2014 our Compensation & Benefits Committee (the “Committee”) approved, as part of an overall compensation review, an increase in compensation, effective January 1, 2014, for the following three named executive officers:
(i)     Joshua L. Peirez - Mr. Peirez was appointed our Chief Operating Officer effective February 4, 2014. Mr. Peirez’s base salary has been increased to $600,000, his target bonus opportunity is now $600,000 and his equity grant for 2014 has an economic value of $1,000,000. In addition, the Committee approved a special grant of restricted stock units for Mr. Peirez for his critical role in delivering the Company’s overall strategy, of $1,000,000 with 50% vesting after three years and 25% vesting after each of years four and five.
(ii)     Richard H. Veldran - Mr. Veldran has served as our Chief Financial Officer since June 2011. Mr. Veldran’s base salary has been increased to $520,000, his target bonus opportunity is now $468,000 and his equity grant for 2014 has an economic value of $750,000.
(iii)    Bruce R. Sink - Mr. Sink has served as our Chief Information Officer since October 2012. Mr. Sink’s base salary has been increased to $450,000, his target bonus opportunity is now $360,000 and his equity grant for 2014 has an economic value of $400,000 (no change from 2013). In addition, the Committee approved a special grant of restricted stock units for Mr. Sink for his role in leading the transformation of our technology capabilities, of $400,000 which will vest 100% after two years.
All of the above compensation is subject to the terms of our ongoing executive compensation programs.

127



PART III

Item 10.
Directors, Executive Officers and Corporate Governance
The information required to be furnished by this Item 10. “Directors, Executive Officers and Corporate Governance,” is incorporated herein by reference from our Notice of 2014 Annual Meeting of Shareholders and Proxy Statement to be filed within 120 days after D&B’s fiscal year end of December 31, 2013 (the “Proxy Statement”).
Item 11.
Executive Compensation
The information required to be furnished by this Item 11. “Executive Compensation,” is incorporated herein by reference from our Proxy Statement.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required to be furnished by this Item 12. “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters,” is incorporated herein by reference from our Proxy Statement.

128



EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes our equity compensation plan information as of December 31, 2013:
 
Plan Category
 
(A)
Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights
 
(B)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
 
(C)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A))
 
Equity Compensation Plans approved by security holders
 
1,121,404

(1)
$
60.46

 
5,191,710

(2)

(1)
Includes options to purchase 855,747 shares of our common stock, restricted stock units with respect to 259,426 shares of our common stock, and 6,231 accrued dividend units.
(2)
Includes shares available for future purchases under our Employee Stock Purchase Plan ("ESPP"). As of December 31, 2013, an aggregate of 359,963 shares of our common stock were available for purchase under the ESPP.
Item 13.
Certain Relationships and Related Transactions and Director Independence
The information required to be furnished by this Item 13. “Certain Relationships and Related Transactions and Director Independence,” is incorporated herein by reference from our Proxy Statement.
Item 14.
Principal Accountant Fees and Services
The information required to be furnished by this Item 14. “Principal Accountant Fees and Services,” is incorporated herein by reference from our Proxy Statement.



129



PART IV

Item 15.
Exhibits and Financial Statement Schedules
(a) List of documents filed as part of this report.
(1) Financial Statements.
See Index to Financial Statements and Schedules in Part II, Item 8. on this Form 10-K.
(2) Financial Statement Schedules.
None.
(3) Exhibits.
See Index to Exhibits in this Annual Report on Form 10-K.
(b) Exhibits.
See Index to Exhibits in this Annual Report on Form 10-K.



130



SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2014.

The Dun & Bradstreet Corporation (Registrant)
 
 
By:
/s/ ROBERT P. CARRIGAN
 
Robert P. Carrigan
 
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities set forth next to their names, on February 28, 2014.
 
/s/    ROBERT P. CARRIGAN
President and Chief Executive Officer
Robert P. Carrigan
(principal executive officer)
 
 
/s/    RICHARD H. VELDRAN        
Senior Vice President and Chief Financial Officer
Richard H. Veldran
(principal financial officer)
 
 
/s/    ANTHONY PIETRONTONE JR.        
Principal Accounting Officer and Corporate Controller
Anthony Pietrontone Jr.
 
 
 
/s/ CHRISTOPHER J. COUGHLIN
Chairman of the Board
Christopher J. Coughlin
 
 
 
/s/ AUSTIN A. ADAMS
Director
Austin A. Adams
 
 
 
/s/ JOHN W. ALDEN
Director
John W. Alden
 
 
 
/s/ JAMES N. FERNANDEZ
Director
James N. Fernandez
 
 
 
/s/ PAUL R. GARCIA
Director
Paul R. Garcia
 
 
 
/s/ ANASTASSIA LAUTERBACH
Director
Anastassia Lauterbach
 
 
 
/s/ THOMAS J. MANNING
Director
Thomas J. Manning
 
 
 
/s/ SANDRA E. PETERSON
Director
Sandra E. Peterson
 
 
 
/s/ JUDITH A. REINSDORF
Director
Judith A. Reinsdorf
 
 
 

131



INDEX TO EXHIBITS
3.
Articles of Incorporation and By-laws
 
3.1
Restated Certificate of Incorporation of the Registrant, as filed with the Secretary of State of the State of Delaware on May 8, 2013, (incorporated by reference to Exhibit 3.3 to Registrant's Current Report on Form 8-K, file number 1-15967, filed May 10, 2013).
 
 
 
 
3.2
Certificate of Designation of Series A Junior Participating Preferred Stock (incorporated by reference to Appendix A to the Restated Certificate of Incorporation, included as Exhibit 3.3 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed May 10, 2013).
 
 
 
 
3.3
The Dun & Bradstreet Corporation Certificate of Designation of Series B Preferred Stock (incorporated by reference to Appendix B to the Restated Certificate of Incorporation, included as Exhibit 3.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed May 10, 2013).
 
 
 
 
3.4
Fourth Amended and Restated By-Laws of the Registrant, as amended, effective May 8, 2013 (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed May 10, 2013).
 
 
 
4.
Instruments Defining the Rights of Security Holders, Including Indentures
 
4.1
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant's Registration Statement on Form 10, file number 1-15967, filed September 11, 2000).
 
 
 
 
4.2
Underwriting Agreement, dated as of March 27, 2008 among the Registrant, Citigroup Global Markets Inc. and J.P. Morgan Securities Inc. (incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed April 1, 2008).
 
 
 
 
4.3
Form of 6.00% Senior Notes due 2013 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed April 1, 2008).
 
 
 
 
4.4
Underwriting Agreement, dated as of November 17, 2010 amongst the Registrant, Barclays Capital Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed November 23, 2010).
 
 
 
 
4.5
Form of 2.875% Senior Notes due 2015 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed November 23, 2010).
 
 
 
 
4.6
Underwriting Agreement, dated as of November 28, 2012 amongst the Registrant, Barclays Capital Inc. and J.P. Morgan Securities LLC, as representatives of the several Underwriters named therein (incorporated by reference to Exhibit 1.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 3, 2012).
 
 
 
 
4.7
First Supplemental Indenture, dated as of December 3, 2012, between the Registrant and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 3, 2012).
 
 
 
 
4.8
Form of 3.250% Senior Notes due 2017 (incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 3, 2012).
 
 
 
 
4.9
Form of 4.375% Senior Notes due 2022 (incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 3, 2012).
 
 
 
 
4.10
Five-Year Credit Agreement, dated October 25, 2011, among the Registrant, JPMorgan Chase Bank, N.A., as Administrative Agent, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Barclays Capital, as Syndication Agents, HSBC Bank USA, N.A. and RBS Citizens, N.A., as Documentation Agents, and the Lenders thereto (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed October 27, 2011).
 
 
 
 
4.11
Indenture, dated as of March 14, 2006, between the Dun & Bradstreet Corporation and The Bank of New York, including the Form of 5.50% Senior Notes due 2011 (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed March 14, 2006).


132




10.
Material Contracts
 
10.1
Distribution Agreement, dated as of September 30, 2000, between Moody’s Corporation (f.k.a. The Dun & Bradstreet Corporation) and the Registrant (f.k.a. The New D&B Corporation) (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, file number 1-15967, filed October 4, 2000).
 
 
 
 
10.2
Tax Allocation Agreement, dated as of September 30, 2000, between Moody’s Corporation (f.k.a. The Dun & Bradstreet Corporation) and the Registrant (f.k.a. The New D&B Corporation) (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, file number 1-15967, filed October 4, 2000).
 
 
 
 
10.3^
Business Process Services Agreement made and effective as of October 15, 2004 by and between the Registrant and International Business Machines Corporation (incorporated by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 14, 2005).
 
 
 
 
10.4^
Global Master Services Agreement by and between Dun & Bradstreet, Inc. and Acxiom Corporation, dated July 27, 2006 (Amended and Restated as of June 2, 2008), together with Amendment Number One, thereto, dated November 30, 2008, and Amendment Number Two, thereto, dated May 6, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant's Amended Quarterly Report on Form 10-Q/A, file number 1-15967, filed October 8, 2009).
 
 
 
 
10.5^
Statement of Work Number 9 under the Global Master Services Agreement by and between Dun & Bradstreet, Inc. and Acxiom Corporation, dated May 6, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant's Amended Quarterly Report on Form 10-Q/A, file number 1-15967, filed October 8, 2009).
 
 
 
 
10.6†
The Dun & Bradstreet Corporation Incentive Compensation Recoupment Policy, adopted October 15, 2012 by the Registrant's Board of Directors (incorporated by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.7†
Form of Indemnification Agreement, as revised on August 7, 2012 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 1, 2012).
 
 
 
 
10.8†
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed August 4, 2006).
 
 
 
 
10.9†
The Dun & Bradstreet Executive Transition Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.10†
The Dun & Bradstreet Corporation Change in Control Plan, adopted by the Registrant's Board of Directors on December 7, 2012 and effective as of January 1, 2013 (incorporated by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.11*†
First Amendment to the Dun & Bradstreet Corporation Change In Control Plan, effective January 1, 2014.
 
 
 
 
10.12*†
The Dun & Bradstreet Career Transition Plan, as amended and restated effective January 1, 2014.
 
 
 
 
10.13†
Executive Retirement Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.14†
First Amendment to the Executive Retirement Plan of The Dun & Bradstreet Corporation (as amended and restated effective January 1, 2009), effective August 4, 2009 (incorporated by reference to Exhibit 10.27 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 25, 2010).
 
 
 
 
10.15†
Second Amendment to the Executive Retirement Plan of The Dun & Bradstreet Corporation (as amended and restated effective January 1, 2009), effective January 1, 2010 (incorporated by reference to Exhibit 10.28 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 25, 2010).
 
 
 

133



 
10.16†
Third Amendment, effective April 4, 2011, Fourth Amendment, effective April 4, 2011 and Fifth Amendment, effective December 22, 2011, to the Executive Retirement Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.18 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).

 
 
 
 
10.17†
Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.5 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.18†
First Amendment to the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation (as amended and restated effective January 1, 2009), effective August 4, 2009 (incorporated by reference to Exhibit 10.30 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 25, 2010).

 
 
 
 
10.19†
Second Amendment, executed April 4, 2011 and retroactively effective January 1, 1997, Third Amendment, effective April 4, 2011 and Fourth Amendment, effective December 22, 2011, to the Pension Benefit Equalization Plan of The Dun & Bradstreet Corporation, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.21 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.20†
Supplemental Executive Benefit Plan of The Dun & Bradstreet Corporation, as amended May 1, 2007 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 4, 2007).
 
 
 
 
10.21†
2000 Dun & Bradstreet Corporation Non-Employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.12 to the Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.22†
The Dun & Bradstreet Corporation Non-Employee Directors' Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.11 to the Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).

 
 
 
 
10.23†
First Amendment, effective April 4, 2011, to The Dun & Bradstreet Corporation Non-Employee Directors' Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.25 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.24†
The Dun & Bradstreet Corporation 2000 Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.7 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.25†
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 7, 2009).
 
 
 
 
10.26†
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, as Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013 (incorporated by reference to Exhibit 10.27 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.27†
Key Employees' Non-Qualified Deferred Compensation Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.6 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.28*†
First Amendment, effective December 17, 2013, to The Dun & Bradstreet Corporation Key Employees' NonQualified Deferred Compensation Plan, as amended and restated effective January 1, 2009.

 
 
 
 
10.29*†
Second Amendment, effective December 17, 2013, to The Dun & Bradstreet Corporation Key Employees' NonQualified Deferred Compensation Plan, as amended and restated effective January 1, 2009.
 
 
 
 
10.30†
The Dun & Bradstreet Corporation 2000 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 28, 2003).
 
 
 
 
10.31†
2000 Dun & Bradstreet Corporation Replacement Plan for Certain Directors Holding Dun & Bradstreet Corporation Equity-Based Awards (incorporated by reference to Exhibit 10.27 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 14, 2000).
 
 
 
 
10.32*†
The Dun & Bradstreet Corporation Covered Employee Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed May 6, 2011), together with the First Amendment thereto (filed herewith).

134



 
10.33†
The Dun & Bradstreet Corporation Cash Incentive Plan (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 21, 2001).
 
 
 
 
10.34†
Form of Detrimental Conduct Agreement (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 5, 2006).
 
 
 
 
10.35†
Form of Detrimental Conduct Agreement, as amended effective March 25, 2010 (incorporated by reference to Exhibit 10.45 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 1, 2011).
 
 
 
 
10.36†
Offer Letter of Employment of Mr. Robert Carrigan, dated September 6, 2013 (incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K, file number 1-15967, filed September 10, 2013).
 
 
 
 
10.37†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.35 to the Registrants' Form 10-K, file number 1-15967, filed February 28, 2007).
 
 
 
 
10.38†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.10 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.39†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 7, 2009).
 
 
 
 
10.40†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, filed number 1-15967, filed May 10, 2010).
 
 
 
 
10.41†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.50 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 1, 2011).
 
 
 
 
10.42†
Form of International Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.42 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.43†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed March 2, 2005).
 
 
 
 
10.44†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.9 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.45†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 7, 2009).
 
 
 
 
10.46†
Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, dated February 11, 2010, between the Registrant and Steven W. Alesio (incorporated by reference to Exhibit 10.51 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 25, 2010).
 
 
 
 
10.47†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed May 10, 2010).
 
 
 
 
10.48†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.56 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 1, 2011).
 
 
 
 
10.49†
Form of Stock Option Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.49 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 

135



 
10.50†
Form of Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K, file number 1- 15967, filed February 24, 2010).
 
 
 
 
10.51†
Form of Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.59 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 1, 2011).
 
 
 
 
10.52†
Form of Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.53 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.53†
Form of Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan as Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013 (incorporated by reference to Exhibit 10.53 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.54†
Form of International Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, as amended February 18, 2010 (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed February 24, 2010).
 
 
 
 
10.55†
Form of International Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.66 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed March 1, 2011).
 
 
 
 
10.56†
Form of International Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.61 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.57†
Form of International Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan as Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013 (incorporated by reference to Exhibit 10.61 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.58†
Form of Performance Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan as Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013 (incorporated by reference to Exhibit 10.65 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.59†
Form of International Performance Restricted Stock Unit Award Agreement under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan as Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013 (incorporated by reference to Exhibit 10.66 to the Registrant’s Annual Report on Form 10-K, file number 1-15967, filed February 28, 2013).
 
 
 
 
10.60†
Form of Stock Option Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed March 2, 2005).
 
 
 
 
10.61†
Form of Stock Option Award Agreement, effective January 29, 2008, under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.44 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 25, 2008).
 
 
 
 
10.62†
Form of Stock Option Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.68 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.63†
Form of Restricted Share Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 8, 2004).

 
 
 
 
10.64†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed March 2, 2005).
 
 
 
 
10.65†
Form of Restricted Stock Unit Award Agreement, effective February 23, 2007, under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.48 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 28, 2007).
 
 
 

136



 
10.66†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.67†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.73 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.68†
Form of Stock Option Award Agreement, effective October 23, 2013, under the 2000 Non-employee Directors’ Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, file number 1-15967, filed November 5, 2013).
 
 
 
 
10.69†
Form of Restricted Stock Unit Award Agreement, effective October 23, 2013, under the 2000 Non-employee Directors’ Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, file number 1-15967, filed November 5, 2013).

 
 
 
 
10.70†
Form of Restricted Share Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed December 8, 2004).
 
 
 
 
10.71†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant's Current Report on Form 8-K, file number 1-15967, filed March 2, 2005).
 
 
 
 
10.72†
Form of Restricted Stock Unit Award Agreement, effective February 23, 2007, under the 2000 Non-employee Directors' Stock Incentive Plan (incorporated by reference to Exhibit 10.48 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 28, 2007).
 
 
 
 
10.73†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.13 to the Registrant's Quarterly Report on Form 10-Q, file number 1-15967, filed November 6, 2008).
 
 
 
 
10.74†
Form of Restricted Stock Unit Award Agreement under the 2000 Non-employee Directors' Stock Incentive Plan, as amended and restated effective January 1, 2009 (incorporated by reference to Exhibit 10.73 to the Registrant's Annual Report on Form 10-K, file number 1-15967, filed February 29, 2012).
 
 
 
 
10.75*†
Form of U.S. Performance Restricted Stock Unit Award for Leveraged Restricted Stock Units under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.76*†
Form of U.S. Performance Restricted Stock Unit Award based on Revenue Compound Annual Growth Rate under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.77*†
Form of U.S. Performance Restricted Stock Unit Award based on Total Shareholder Return under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.78*†
Form of International Restricted Stock Unit Award under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.79*†
Form of International Performance Restricted Stock Unit Award for Leveraged Restricted Stock Units under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.80*†
Form of International Performance Restricted Stock Unit Award based on Revenue Compound Annual Growth Rate under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
 
 
 
 
10.81*†
Form of International Performance Restricted Stock Unit Award based on Total Shareholder Return under The Dun & Bradstreet Corporation 2009 Stock Incentive Plan, effective February 26, 2014.
21.
Subsidiaries of the Registrant
 
21.1*
Subsidiaries of the Registrant as of December 31, 2013.
 
 
 

137



23.
Consents of Experts and Counsel
 
23.1*
Consent of Independent Registered Public Accounting Firm.
 
 
 
31.
Rule 13a-14(a)/15(d)-14(a) Certifications
 
31.1*
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
31.2*
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15(d)-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.
Section 1350 Certifications
 
 
 
 
32.1*
Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
 
32.2*
Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
101.
Extensible Business Reporting Language
 
 
 
 
101
The following financial information from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Operations and Comprehensive Income (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Statements of Shareholders’ Equity (Deficit), and (v) the Notes to the Consolidated Financial Statements.
*
Filed herewith.
† Represents a management contract or compensatory plan.
^
Portions of this Exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


138
EX-10.11 2 a201310k-exhibit1011.htm CHANGE IN CONTROL PLAN 2013 10K-Exhibit 10.11


Exhibit 10.11

FIRST AMENDMENT TO
THE DUN & BRADSTREET CORPORATION CHANGE IN CONTROL PLAN

THIS FIRST AMENDMENT, by THE DUN & BRADSTREET CORPORATION (the “Corporation”), to The Dun & Bradstreet Corporation Change in Control Plan (the “Plan”) is effective January 1, 2014.

WITNESSETH:

WHEREAS, the Corporation sponsors the Plan and the Board of Directors of the Corporation (the “Board”) has authority to make amendments to the Plan;

WHEREAS, the Board now considers it desirable to amend the definition of “Good Reason” under the Plan;

NOW THEREFORE, it is hereby resolved that the Plan be, and it hereby is, amended, as follows:
I.

Section 2.13, definition of “Good Reason,” is amended by modifying subsection (c) thereof to read as follows:

“(c)    the relocation of the Company’s offices at which the Eligible Executive is principally employed immediately prior to the effective date of the Change in Control to a location more than fifty miles (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Code Section 409A) from such location, except for required travel on the Company’s business to an extent substantially consistent with the Eligible Executive’s business travel obligations prior to the effective date of the Change in Control; provided, however, that a relocation of the Company's offices at which the Eligible Executive is principally employed immediately prior to the effective date of the Change in Control to New York City shall not constitute ‘Good Reason’;”
II.

In all other respects, the Plan shall remain in full force and effect.

IN WITNESS WHEREOF, the Board has caused this First Amendment to be executed by the undersigned authorized officer of the Corporation this 26th day of February, 2014.


/s/ JOHN REID-DODICK

Name: John Reid-Dodick

Title: Chief People Officer    



EX-10.12 3 a201310k-exhibit1012.htm CAREER TRANSITION PLAN 2013 10K-Exhibit 10.12


Exhibit 10.12

THE DUN & BRADSTREET CAREER TRANSITION PLAN
(As amended and restated effective January 1, 2014)

The Dun & Bradstreet Corporation (the "Company") wishes to define those circumstances under which it will provide assistance to an Eligible Employee in the event of his or her Eligible Termination (as such terms are defined herein). Accordingly, the Company maintains The Dun & Bradstreet Career Transition Plan (the "Plan"). The Plan is hereby amended and restated effective January 1, 2014.
DEFINITIONS
1.1    "Base Salary" shall mean an employee's annualized base salary, excluding the following items: (a) overtime, (b) bonuses and commissions, whether fixed or variable payments, (c) employer contributions to or benefits under any employee benefit plan or deferred compensation arrangement, (d) any special or one-time payments, including without limitation, automobile or relocation allowances, and (e) other accrued benefits, including without limitation, vacation.
1.2    “Board” shall mean the Board of Directors of the Company.
1.3    “C&BC Reviewed Employees” shall mean those employees or team members whose compensation is directly reviewed and approved by the Compensation & Benefits Committee, whether such action is required by Charter of, or undertaken at the request of, the Compensation & Benefits Committee.
1.4    "Cause" shall mean (a) willful malfeasance or willful misconduct by the Eligible Employee in connection with his or her employment, (b) continuing failure of the Eligible Employee to perform such duties as are requested by any employee to whom the Eligible Employee reports or the Participating Company's board of directors, (c) failure by the Eligible Employee to observe material policies of the Participating Company applicable to the Eligible Employee or (d) the commission by an Eligible Employee of (i) any felony or (ii) any misdemeanor involving moral turpitude under applicable law.
1.5    "Compensation & Benefits Committee" shall mean the Compensation & Benefits Committee of the Board.
1.6    "Eligible Employee" shall mean a full‑time salaried employee or regular part‑time salaried employee of any Participating Company who is on the United States payroll of a Participating Company as of the date of Eligible Termination other than an employee who is otherwise eligible for severance benefits pursuant to an employment agreement or other individual agreement with any Participating Company.
1.7    "Eligible Termination" shall mean a “separation from service” as defined in Treasury Regulation Section 1.409A-1(h) that is (a) an involuntary termination of employment with a Participating Company by reason of a reduction in force program, job elimination or unsatisfactory performance in the execution of an Eligible Employee's duties or (b) a resignation for Good Reason that is mutually agreed to in writing by the Participating Company and the Eligible Employee. Notwithstanding the foregoing, an Eligible Termination shall not include (w) a unilateral resignation, (x) a termination by a Participating Company for Cause, (y) a termination as a result of a sale (whether in whole or in part, of stock or assets), an elimination or reduction of any operations in





connection with the purchase of comparable operations from a third-party vendor (including an outsourcing), a merger or other combination, spin-off, reorganization or liquidation, dissolution or other winding up or other similar transaction involving a Participating Company, in any case, where an offer of employment at a Comparable Base Salary (as defined herein) is made to the Eligible Employee by the purchaser, acquirer or successor or surviving entity (including a third-party vendor) concurrently with his or her termination, or (z) any termination where an offer of employment with a Participating Company at a Comparable Base Salary is made to the Eligible Employee concurrently with his or her termination. An offer of employment shall be deemed to be a "Comparable Base Salary" if it is not less than the Eligible Employee's Base Salary at the time of his or her Eligible Termination. For purposes of this Section 1.6, an Eligible Employee shall be treated as receiving an offer of employment at a Comparable Base Salary if the Plan Administration Committee in good faith determines that the Eligible Employee would have received such an offer but for the Eligible Employee's failure to diligently apply for such employment.
1.8    “Good Reason” shall mean the occurrence of any of the following:
(a)    A material diminution in the Eligible Employee’s base salary in effect immediately prior to the Eligible Termination;
(b)    A material diminution in the Eligible Employee’s authority, duties, or responsibilities in effect immediately prior to the Eligible Termination;
(c)    The relocation of the Company’s offices at which the Eligible Employee is principally employed immediately prior to the effective date of the Eligible Termination to a location more than fifty miles (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Code Section 409A) from such location, except for required travel on the Company’s business to an extent substantially consistent with the Eligible Employee’s business travel obligations prior to the effective date of the Eligible Termination; provided, however, that a relocation of the Company's offices at which the Eligible Employee is principally employed immediately prior to the effective date of the Eligible Termination to New York City shall not constitute “Good Reason”; or
(d)    A material breach by the Participating Company of the agreement, if any, under which the Eligible Employee provides services.
The conditions described in paragraphs (a) - (d) above shall not constitute Good Reason unless the Eligible Employee provides notice to the Participating Company of the existence of the event or circumstances constituting Good Reason specified in any of the preceding clauses within 90 days of the initial existence of such event or circumstances, upon the notice of which the Participating Company shall have 60 days during which to cure such event or circumstances. If an Eligible Employee initiates the termination of the Eligible Employee’s employment for Good Reason, the actual termination of employment must occur within thirty (30) days after expiration of the cure period. An Eligible Employee’s failure to timely give notice of the occurrence of a specific event that would otherwise constitute Good Reason will not constitute a waiver of the Eligible Employee’s right to give notice of any new subsequent event that would constitute Good Reason that occurs after such prior event (regardless of whether the new subsequent event is of the same or different nature as the preceding event). An Eligible Employee’s continued employment, through the thirtieth (30th) day following expiration of the cure period, shall not constitute consent to, or a waiver of





rights with respect to, the event or circumstances constituting Good Reason to which such cure period applies.

1.9    "Named Fiduciaries" shall be the Compensation & Benefits Committee and the Plan Administration Committee.
1.10    "Participating Company" shall mean the Company or any other affiliated entity more than fifty percent (50%) of the voting interests of which are owned, directly or indirectly, by the Company and which has elected to participate in the Plan by action of its board of directors.
1.11    "Plan Administration Committee" shall mean the Plan Administration Committee appointed by the Board or by the Compensation & Benefits Committee.
1.12    "Plan Benefits Committee" shall mean the Plan Benefits Committee appointed by the Board or by the Compensation & Benefits Committee.
1.13    "Retirement Benefits" shall mean retirement or pension benefits an Eligible Employee is entitled to receive from a Participating Company or any other entity, including without limitation benefits under the Federal Social Security Act and retirement or pension benefits under any plan sponsored by a Participating Company or any other entity, whether or not intended to meet the requirements of Section 401(a) of the Internal Revenue Code of 1986, as amended.
1.14    "Salary" shall mean an Eligible Employee's Base Salary at the time his or her employment terminates.
1.15    "Severance and Release Agreement" shall mean an agreement, in a form to be approved by the Company, signed by the Eligible Employee prior to the Eligible Employee becoming entitled to any benefits pursuant to this Plan. The form of Severance and Release Agreement shall include a general release of claims which will be as inclusive as the release included in the form attached hereto as Exhibit 1. Notwithstanding the foregoing, a Participating Company may, by action of its Chief Human Resources Officer (“CHRO”) or General Counsel, modify the form of Severance and Release Agreement to be signed by any Eligible Employee.
1.16    "Specified Key Employee” shall mean an Eligible Employee who, at the time of his or her Eligible Termination is a “specified employee” as defined in Code Section 409A(a)(2)(B)(i). Specified Key Employees will be identified by the Company according to procedures adopted by the Board or the Compensation & Benefits Committee applicable to all plans and agreements sponsored by the Company that are subject to Code Section 409A.
1.17    "Years of Service" shall mean one‑twelfth (1/12th) of an Eligible Employee's total number of full months of regular employment (whether full‑time or part‑time) with a Participating Company (beginning with his or her initial date of hire). Years of Service will be reduced by any period of regular employment for which an Eligible Employee was previously paid severance under the Plan.
    





SECTION 2
SEVERANCE BENEFITS
2.1    Subject to the provisions and requirements of this Section 2, in the event of an Eligible Termination, an Eligible Employee shall become eligible to receive from the Participating Company the benefits set forth on Schedule A hereto, as applicable.
2.2    The grant of benefits pursuant to Section 2.1 hereof is conditioned upon an Eligible Employee’s (a) signing a Severance and Release Agreement and the expiration of any revocation period set forth therein and (b) relinquishment of any right to benefits under the Dun & Bradstreet Executive Transition Plan. The Company shall deliver the Severance and Release Agreement to the Eligible Employee within ten (10) days of an Eligible Termination. No payments of severance benefits pursuant to Section 2.1 shall be made prior to the date that both (i) the Eligible Employee has delivered an original, signed Severance and Release Agreement to the Company and (ii) the revocability period (if any) has elapsed; provided however, that any payments that would otherwise have been made prior to such date but for the fact that Eligible Employee had not yet delivered an original, signed Severance and Release Agreement (or the revocability period had not yet elapsed) shall be made as soon as administratively practicable but not later than the seventy-fourth (74th) day following the date of the Eligible Termination. If an Eligible Employee does not deliver an original, signed Severance and Release Agreement to the Company within forty-five (45) business days after receipt of the same from the Company, (i) the Eligible Employee shall have no rights to severance benefits pursuant to Section 2.1, and (ii) the Company shall have no obligation to pay or provide to the Eligible Employee any such severance benefits.
2.3    Notwithstanding any other provision contained herein, and except with respect to the C&BC Reviewed Employees, the CHRO of the Company may, at any time, take such action as such officer deems appropriate (upon consultation with the General Counsel of the Company and only with the prior approval of the Chief Executive Officer of the Company) to reduce or increase by any amount the benefits otherwise payable to an Eligible Employee pursuant to the applicable Schedule or otherwise modify the terms and conditions applicable to an Eligible Employee under this Plan. In the event the position of CHRO is vacant, the Chief Executive Officer shall, upon consultation with the General Counsel, have the authority to take those actions granted to the CHRO in the immediately preceding sentence. Benefits granted hereunder may not exceed an amount nor be paid over a period which would cause the Plan to be other than a “welfare benefit plan” under Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).” For purposes of clarification, no change shall be made to the benefits payable to the C&BC Reviewed Employees without the express approval of the Compensation & Benefits Committee.
2.4    In the event a Participating Company, in its sole discretion, grants an Eligible Employee a period of inactive employee status, then, in such event, any amounts paid to such Eligible Employee during any such period shall offset the benefits payable under this Plan. For this purpose, a period of inactive employee status shall mean the period beginning on the date such status commences (of which the Eligible Employee shall be notified) and ending on the date of such Eligible Employee's termination of employment.
2.5    Any payment that does not qualify as a short-term deferral under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(4) or a limited payment under Treasury Regulation Section 1.409A-1(b)(9)(v)(D) will not be made before the date immediately after the expiration of the six-month period following the date of termination or, if earlier, the date of Eligible Employee’s





death, if the Eligible Employee is a Specified Key Employee as of the Eligible Termination. Payments to which the Eligible Employee otherwise would be entitled during the first six months following an Eligible Termination (the “Six-Month Delay”) will be accumulated and paid on the first day of the seventh month following the Eligible Termination. Notwithstanding the foregoing, to the maximum extent permitted under Code Section 409A and Treasury Regulation Section 1.409A-1(b)(9)(iii), during the Six-Month Delay and as soon as practicable after satisfaction of Section 2.2 of this Plan, the Company will pay the Eligible Employee an amount equal to the lesser of (A) the benefits scheduled to be provided under the Plan, or (B) two times the lesser of (1) the maximum amount that may be taken into account under a qualified plan pursuant to Code Section 401(a)(17) for the year in which the Eligible Termination occurs, and (2) the sum of the Eligible Employee’s annualized compensation based upon the annual rate of pay for services provided to the Company for the Eligible Employee’s taxable year preceding the taxable year in which the Eligible Termination occurs; provided that amounts paid under this sentence will count toward, and will not be in addition to, the total payment amount required to be made to the Eligible Employee by the Company under the Plan.
2.6    Notwithstanding any provision herein to the contrary, the Participating Company may, in its sole discretion, accelerate the payment of an Eligible Employee’s benefit to the extent permitted under the Treasury Regulations promulgated under Code Section 409A. No Eligible Employee shall have any election, direct or indirect, with respect to any such acceleration.
SECTION 3
AMENDMENT AND TERMINATION
3.1    The Company reserves the right to terminate the Plan on behalf of any or all Participating Companies at any time and without any further obligation by action of the Compensation & Benefits Committee, or such other person or persons to whom the Board properly delegates such authority. Employees do not vest in this benefit. Any other Participating Company may cease participation in the Plan by action of its board of directors or such other person or persons to whom such board properly delegates such authority.
3.2    The Company shall have the right to modify or amend the terms of the Plan at any time, or from time to time, to any extent that it may deem advisable by action of the Board, the Compensation & Benefits Committee, the Plan Benefits Committee or such other person or persons to whom the Board or either of the Committees properly delegates such authority. Any amendment shall be effective only to the extent of each such delegee’s delegated authority and then only to the extent such amendment does not cause the terms of the Plan or any benefit hereunder to violate the provisions of Code Section 409A or Section 1.409A of the Treasury Regulations.
3.3    All modifications of or amendments to the Plan shall be in writing.
SECTION 4
ADMINISTRATION OF THE PLAN
4.1    The Named Fiduciaries shall severally and not jointly have authority to control and manage the operation and administration of the Plan and to manage and control its assets.
4.2    The Named Fiduciaries may from time to time allocate fiduciary responsibilities among themselves and may designate persons other than Named Fiduciaries to carry out fiduciary





responsibilities under the Plan, and such persons shall be deemed to be fiduciaries under the Plan with respect to such delegated responsibilities. Fiduciaries may employ one or more persons to render advice with regard to any responsibility such fiduciary has under the Plan.
4.3    The Named Fiduciaries (and their delegees) shall have the exclusive right to interpret any and all of the provisions of the Plan and to determine any questions arising thereunder or in connection with the administration of the Plan. Any decision or action by the Named Fiduciaries (and their delegees) shall be conclusive and binding upon all Eligible Employees and all other interested parties. In all instances the Named Fiduciaries (and their delegees) shall have complete discretionary authority to determine eligibility for participation and benefits under the Plan, and to construe and interpret all provisions of the Plan and all documents relating thereto including, without limitation, all disputed and uncertain terms. All deference permitted by law shall be given to such constructions, interpretations and determinations.
4.4    Any action to be taken by a Named Fiduciary shall be taken by a majority of the members of the Named Fiduciary at a meeting or by written instrument approved by such majority in the absence of a meeting. A written resolution or memorandum signed by one member of the Named Fiduciary and the secretary of such Named Fiduciary shall be sufficient evidence to any person of any action taken pursuant to the Plan. Notwithstanding the foregoing, if the Company’s by-laws or charter require an alternate method for approval of any action, the method required pursuant to the by-laws or charter shall be followed.
4.5    Any person, corporation or other entity may serve in more than one fiduciary capacity under the Plan.
4.6    The Company shall indemnify all directors, officers, fiduciaries and employees of a Participating Company, or their heirs and legal representatives, against all liability and reasonable expense, including counsel fees, related to any matter or action arising in connection with or pursuant to this Plan, to the greatest extent permitted by the Company's charter, by-laws and applicable law.
SECTION 5
MISCELLANEOUS
5.1    Neither the establishment of the Plan nor any action of a Participating Company, the Compensation & Benefits Committee, the Plan Benefits Committee, the Plan Administration Committee or any fiduciary shall be held or construed to confer upon any person any legal right to continue employment with a Participating Company or to receive any benefits under the Plan. Each Participating Company expressly reserves the right to discharge any employee whenever the interest of such Participating Company, in its sole judgment, may so require, without any liability on the part of such Participating Company, the Compensation & Benefits Committee, the Plan Benefits Committee, the Plan Administration Committee, or any fiduciary.
5.2    Benefits payable under the Plan shall be paid out of the general assets of a Participating Company. No Participating Company need fund the benefits payable under this Plan; however, nothing in this Section 5.2 shall be interpreted as precluding any Participating Company from funding or setting aside amounts in anticipation of paying such benefits, so long as any such arrangement complies with Code Section 409A. Any benefits payable to an Eligible Employee under this Plan shall represent an unsecured claim by such Eligible Employee against the general assets of the Participating Company that employed such Eligible Employee.    





5.3    A Participating Company shall deduct from the amount of any severance benefits payable hereunder the amount required by law to be withheld for the payment of any taxes and any other amounts properly to be withheld.
5.4    Benefits payable under the Plan shall not be subject to assignment, alienation, transfer, pledge, encumbrance, commutation or anticipation by the Eligible Employee. Any attempt to assign, alienate, transfer, pledge, encumber, commute or anticipate Plan benefits shall be void.
5.5    This Plan shall be interpreted and applied in accordance with the laws of the State of New Jersey, except to the extent superseded by applicable federal law. All references to statutory provisions and related regulatory provisions used herein shall include any similar or successor provisions. The exclusive jurisdiction and venue for any disputes arising under, or any action brought to enforce (or otherwise relating to), this Plan shall be exclusively in the courts in the State of New Jersey, including the Federal Courts located therein.
5.6    This Plan will be of no force or effect to the extent superseded by foreign law.
5.7    This Plan is intended to comply with Code Section 409A and the interpretative guidance thereunder, including the exceptions for short-term deferrals, separation pay arrangements and reimbursements, and shall be administered accordingly. The Plan shall be construed and interpreted with such intent. A right to a series of installment payments under the Plan is to be treated as a right to a series of separate payments in accordance with Treasury Regulation Section 1.409A-2(b)(2)(iii). The Company, the Board, the Compensation & Benefits Committee, the Plan Administration Committee, the Plan Benefits Committee and the Participating Companies make no representations that the Plan, the administration of the Plan, or the benefits hereunder comply with Code Section 409A. If an operational failure occurs with respect to Code Section 409A, any affected Eligible Employee shall fully cooperate with the Company to correct the failure, to the extent possible, in accordance with any correction procedure established by the Internal Revenue Service.
5.8    This Plan supersedes any and all prior severance arrangements, policies, plans or practices of the Company and of any Participating Company (whether written or unwritten). Notwithstanding the preceding sentence, the Plan does not affect the severance provisions of any written individual employment contracts or written agreements between an Eligible Employee and a Participating Company, nor does it affect any Retirement Benefits. Benefits payable under the Plan shall be offset by any other severance or termination payment or pay in lieu of notice of termination made by a Participating Company including, but not limited to, amounts paid pursuant to any agreement, plan, policy or law.

* * * *
Schedule A
This Schedule A is applicable to Eligible Employees covered by Section 1.6 of the Plan. An Eligible Employee entitled to benefits hereunder shall, subject to Section 2 of the Plan, receive the following:
1. Salary Continuation.





(a)    If the Eligible Employee incurs an Eligible Termination, he or she shall be eligible for Salary continuation, payable pursuant to the Company’s normal payroll practices, through the Salary Continuation Period, as defined in this paragraph 1.

(b)    If the Eligible Employee incurs an Eligible Termination for any reason other than unsatisfactory performance, he or she shall have a "Salary Continuation Period" based on the Eligible Employee's Years of Service and Salary in accordance with the following table:

 
YEARS OF SERVICE
ANNUAL BASE SALARY
LESS THAN 5
5-9
10 AND ABOVE
         UNDER $100,000
8 weeks
16 weeks
24 weeks
$100,000 TO $149,999
16 weeks
24 weeks
32 weeks
$150,000 TO $199,999
24 weeks
32 weeks
40 weeks
$200,000 TO $299,999
32 weeks
40 weeks
48 weeks
$300,000 AND ABOVE
40 weeks
48 weeks
52 weeks

(c)    If the Eligible Employee incurs an Eligible Termination by reason of unsatisfactory performance, he or she shall have a "Salary Continuation Period" based on the Eligible Employee's Years of Service and Salary in accordance with the following table:
 
YEARS OF SERVICE
ANNUAL BASE SALARY
LESS THAN 5
5-9
10 AND ABOVE
         UNDER $100,000
4 weeks
8 weeks
12 weeks
$100,000 TO $149,999
8 weeks
12 weeks
16 weeks
$150,000 TO $199,999
12 weeks
16 weeks
20 weeks
$200,000 TO $299,999
16 weeks
20 weeks
24 weeks
$300,000 AND ABOVE
20 weeks
24 weeks
26 weeks


(d)    Notwithstanding the foregoing, in no case shall the Salary Continuation Period extend beyond the New Employment Date, as defined below.
2. New Employment.
(a)    The Eligible Employee shall have a "New Employment Date" as of the first date during the Salary Continuation Period that he or she commences performing services, or expands the





scope or amount of services performed, for any Participating Company or any other entity, whether or not related to the Company. An Eligible Employee who continues to perform services for an entity other than a Participating Company that he or she performed while employed by the Participating Company will not be deemed to have a New Employment Date unless and until he or she expands the scope or amount of those services. To "perform services" means to perform any personal services for remuneration, compensation or reward as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation (or any other legal entity) or as a sole proprietor. For purposes of clarity, acceptance of Retirement Benefits does not, in and of itself, cause an Eligible Employee to have a New Employment Date.
(b)    The Eligible Employee shall periodically certify to the Company that he or she has not had a New Employment Date. Such certification must be delivered in writing to the Senior Human Resources Leader for North America each calendar quarter during the Salary Continuation Period, beginning with the first calendar quarter that ends on or after the date of termination. Failure to make the certification within five (5) business days of the end of each calendar quarter will result in the permanent discontinuation of the benefits described in paragraph 1 (salary continuation), paragraph 3 (welfare benefit continuation), and paragraph 4 (annual bonus payment).
(c)    Within five (5) business days of any New Employment Date, the Eligible Employee shall provide written notice to the Company setting forth (i) the New Employment Date, and (ii) the name, address, and telephone number of the new employer. The notice must be delivered to the Senior Human Resources Leader for North America or such other leader as may be designated from time to time by the Company’s chief human resources officer. An Eligible Employee who provides timely notice of his or her New Employment Date and who does not otherwise breach this Agreement shall be eligible to receive a New Employment Notification Bonus, defined below, but only if he or she is not employed by the Company or any Participating Company.
(d)    The New Employment Notification Bonus (i) shall be equal to fifty percent (50%) of the remaining Salary continuation payments to which the Eligible Employee would have been entitled after the New Employment Date had he or she not had a New Employment Date, and (ii) shall be paid in equal installments on the respective dates that such remaining Salary continuation payments would have been made. The New Employment Notification Bonus payments shall be offset, in such manner as the Plan Administration Committee shall determine, by any Salary continuation payments paid to the Eligible Employee after the New Employment Date.
(e)    If the Eligible Employee fails to timely notify the Participating Company of his or her New Employment Date, he or she will immediately (i) forfeit any and all rights under the Plan to Salary continuation and welfare benefit continuation through the Salary Continuation Period and (ii) repay to the Participating Company an amount equal one hundred percent (100%) of the Salary continuation payments he or she received after the New Employment Date, plus fifty percent (50%) of the Salary continuation payments he or she received on or before the New Employment Date. In addition, such Eligible Employee shall pay the reasonable costs and attorneys' fees of the Company or any Participating Company in bringing an action to enforce the rights of repayment described in this subparagraph 2(e).
3. Welfare Benefit Continuation. Medical and dental insurance benefits shall be provided through the end of the month that includes the last day of the Salary Continuation Period at the levels in effect for the Eligible Employee immediately prior to termination of employment but in no event shall such medical and dental insurance benefits be maintained longer than 18 months or at a level greater than as is in effect for active employees generally during the Salary Continuation





Period, provided that the Eligible Employee shall pay the employee portion of any required premium payments at the level in effect for employees generally of the Participating Company for such benefits. For purposes of determining an Eligible Employee's entitlement to continuation coverage as required by Title I, Subtitle B, Part 6 of ERISA, such employee's 18‑month or other period of coverage shall commence on the first of the month following the last day of the Eligible Employee's Salary Continuation Period. Life insurance coverage shall cease as of the date of termination of employment.
4. Annual Bonus Payment. Subject to the provisions of this paragraph 4, a cash bonus for the calendar year of termination may be paid in the event the Eligible Employee was employed by a Participating Company for at least six full months during such year and the Eligible Employee participated in The D&B Annual Bonus Plan (the "Annual Incentive Plan") immediately prior to termination of employment. In such event, the Eligible Employee shall receive a bonus in an amount equal to the actual bonus which would have been payable under the Annual Incentive Plan had such employee remained employed through the end of the year of such termination multiplied by a fraction the numerator of which is the number of full months he or she was eligible for the Annual Incentive Plan while employed during the calendar year of termination and the denominator of which is 12. Such bonus shall be payable at the time otherwise payable under the Annual Incentive Plan had employment not terminated, but no later than the 15th day of the third month following the end of the Eligible Employee’s taxable year (or the Participating Company’s taxable year, if later) during which the termination of employment occurred). Notwithstanding the foregoing, no amount shall be paid under this paragraph 4 in the event the Eligible Employee incurred an Eligible Termination by reason of unsatisfactory performance. The foregoing provisions of this paragraph 4 shall be appropriately modified in the case of any plan not on a calendar year basis.
5. Death. Upon the death of an Eligible Employee during the Salary Continuation Period, the benefits described in paragraph 1 (salary continuation) and paragraph 4 (annual bonus payment) of this Schedule shall continue to be paid to his or her estate, as applicable, at the time or times otherwise provided for herein.
6. Equity. The Eligible Employee's unvested rights in any stock options, restricted stock or other equity in the Company or any of its affiliates shall be immediately forfeited upon the termination of an Eligible Employee's employment. All vested rights in any stock options or other equity shall be governed by the applicable plan documents and/or agreements governing such equity.
7. Other Benefits. The Eligible Employee shall be eligible for such outplacement services during the Salary Continuation Period as shall be provided by the Participating Company. Unless expressly stated in this Plan to the contrary, all other benefits shall terminate upon the termination of the eligible Employee's employment with the Company.
8. No Further Benefits, Etc. Following an Eligible Employee's termination of employment, no further grants, awards, contributions, accruals or continued participation (except as otherwise provided for herein) shall be made to or on behalf of such employee under any plan or program maintained by a Participating Company including, but not limited to, any annual incentive plan, any stock incentive plan or any qualified or nonqualified retirement, profit sharing, stock option, restricted stock, perquisite, or other benefit plan of the Company or any of its affiliates.





Exhibit 1

SEVERANCE AND RELEASE AGREEMENT

THIS MEMORANDUM OF AGREEMENT (this “Agreement”) is made by and between __________________ (hereinafter referred to as "Employee") and Dun & Bradstreet, Inc. (“D&B”).
Recitals
This Agreement is based on the following:
A.    Employee has been employed by D&B since the date specified on the Appendix.
B.    The parties wish to enter into an agreement providing for the termination of Employee’s employment and the resolution of any differences that have or could arise between them.
In consideration of the promises and mutual covenants set forth in this Agreement and of the actions taken pursuant to this Agreement, and in full settlement of any claims Employee has or could have against D&B arising out of Employee's employment and its termination, the parties agree as follows:
Terms
1.    Termination of employment. As of the Termination Date specified on the Appendix, Employee’s employment with D&B will terminate. Regardless of whether Employee accepts this Agreement, Employee will be paid all earned salary and, in accordance with existing policy, all earned and unused vacation time. Employee is expected to settle all outstanding travel, entertainment and business expenses and/or advances by not later than two (2) weeks after Employee’s termination.
2.    Career Transition Plan. The benefits described in paragraphs 3, 4, 6 and 7 herein shall be provided pursuant to, and only to the extent permitted under, the Dun & Bradstreet Career Transition Plan, and only if Employee timely executes this Agreement and does not timely revoke it.
3.    Salary Continuation. For the period from the Termination Date through the earlier of the New Employment Date or the Last Day of Restriction Period specified on the Appendix, Employee will receive Salary Continuation in the amount specified on the Appendix. This will be paid on D&B’s normal payroll schedule starting on the first payroll date following the Effective Date of this Agreement.
4.    Bonus and incentive compensation. Employee will receive such bonus and other incentive compensation as is specified on the Appendix.
5.    Payroll taxes. The gross compensation specified in this Agreement will be paid less applicable payroll withholding and deductions, i.e., federal and state income taxes, Social Security, benefits, etc.
6.    Medical and dental coverage. For the period from the Termination Date through the earlier of the New Employment Date or the Last Day of Restriction Period, Employee and Employee’s eligible dependent(s) will continue to be covered by D&B's medical and dental plans,





as each may be amended or supplemented from time to time for D&B employees. Eligibility for COBRA coverage will begin after such medical and dental coverage ends. Employee's coverage under D&B's life insurance plan shall cease as of the Termination Date.
7.    Stock options. From and after the Termination Date, Employee will not be eligible for or receive any additional stock option or other long-term incentive compensation grants. Previously granted stock options or other long-term incentive compensation grants will be governed by the terms of the applicable plan(s) under which they were granted.
8.    No other payments or benefits. Payments to Employee provided for under this Agreement are in lieu of, and Employee waives any and all rights Employee may have to receive, any other severance payments or any other payments or compensation to which Employee may now be or later become entitled upon termination of employment, except for retirement benefits and medical and dental insurance benefits.
9.    New Employment Date. Employee will have a "New Employment Date" as of the first date between the Termination Date and the Last Day of Restriction Period that he or she commences performing services, or expands the scope or amount of services performed, for any entity, including D&B or any of its parent, divisions, subsidiaries, affiliates, or partnerships (“D&B Related Companies”) or any other entity (whether or not such entity is in competition with D&B or any D&B Related Company). An Employee who continues to perform for any other entity services that he or she performed for such entity while employed by D&B or any D&B Related Company will not have a New Employment Date unless and until he or she expands the scope or amount of those services. To "perform services" means to perform any personal services for remuneration, compensation or reward as an employee, consultant, owner, partner, associate, agent or otherwise on behalf of any person, principal, partnership, firm or corporation (or any other legal entity) or as a sole proprietor.
10.    Quarterly certification. Employee will periodically certify to D&B that he or she has not had a New Employment Date. The certification must be delivered in writing to the Senior Human Resources Leader for North America in each calendar quarter that ends between the Termination Date and the Last Day of Restriction Period. Failure to make the certification within five (5) business days of the end of each calendar quarter will result in the permanent forfeiture of any and all rights under this Agreement to Salary Continuation, insurance coverage continuation and an annual bonus payment.
11.    Notice of New Employment. Employee will notify D&B within five (5) business days of any New Employment Date. Such notice must be delivered in writing on a Notice of New Employment, delivered to the Senior Human Resources Leader for North America.
12.    Failure to Provide New Employment Notice. If the Employee fails to timely provide a Notice of New Employment to notify D&B of his New Employment Date, he shall immediately (i) forfeit any and all rights to Salary Continuation and benefit continuation through the Salary Continuation Period and (ii) repay an amount equal one hundred percent (100%) of the Salary Continuation payments he received on or after the New Employment Date, plus fifty percent (50%) of the Salary Continuation payments he received prior to the New Employment Date. In addition, the Employee shall pay the reasonable costs and attorneys' fees of D&B or any D&B Related Company in bringing an action to enforce the rights of repayment described in this paragraph 12.
13.    New Employment notification bonus. Although Employee is not eligible for any salary continuation payments after the New Employment Date, D&B will pay to Employee an amount





equal to fifty percent (50%) of the total Salary Continuation, if any, to which Employee otherwise would have been entitled under paragraph 3 between the New Employment Date and the Last Day of Restriction Period. This New Employment notification bonus will be paid in equal installments on the same dates that the Salary continuation payments would have been made. The bonus will be reduced by the Salary Continuation payments, if any, paid to the Employee after the New Employment Date. Notwithstanding the foregoing, the Employee shall not be eligible to receive the New Employment notification bonus, if Employee's new employment is as an employee of D&B or any D&B Related Company, or if Employee breaches this Agreement or any other agreement with D&B or any D&B Related Company.
14.    No competition during Restriction Period. From the Termination Date through the Last Day of Restriction Period, unless Employee has first obtained the written consent of D&B’s Chief Executive Officer or General Counsel, Employee will not perform any work for, consult (for compensation or otherwise) with, or obtain or maintain any ownership (other than as a less than 5% stockholder in a public corporation) in, any corporation, partnership or other business entity (including, but not limited to, those businesses on the Principal Competitor List attached as Exhibit A) that (i) competes with D&B or any D&B Related Company in a field of business activity in which Employee has been primarily engaged on behalf of D&B or in which Employee has considerable knowledge as a result of his employment by D&B; or (ii) provides consulting services to prospects or customers of D&B or any D&B Related Company concerning their reduced use of products and services offered by D&B or any D&B Related Company (including, but not limited to, Credit Advisors, Inc., and The Kreller Group). However, if Employee is employed by D&B or any D&B Related Company primarily in the State of California or any other state that prohibits covenants not to compete, then this paragraph 14 shall not apply.
15.    No recruitment or solicitation during Restriction Period. From the Termination Date through the Last Day of Restriction Period, and except as otherwise provided for in writing, Employee will not recruit or solicit any customers of D&B or any D&B Related Company to become customers of any business entity that competes with any of the businesses owned or operated by D&B or any D&B Related Company. In addition, Employee will not recruit or solicit any employee of D&B or any D&B Related Company to leave D&B or any D&B Related Company to work with or for Employee or with or for another by whom Employee is employed, without first obtaining the written consent of D&B’s Chief Executive Officer or General Counsel.
16.    No public statement. From the Termination Date through the Last Day of Restriction Period, Employee will not originate any public written or oral statement, news release, or other public announcement or publication, relating to Employee’s employment by D&B or relating to D&B, any D&B Related Company, or any of their customers, personnel, or agents, without first obtaining the written consent of D&B’s Chief Executive Officer or General Counsel, except that Employee may disclose the fact that Employee was employed by D&B to prospective employers and recruiters. Except as permitted in this Agreement, Employee also will not use in any public written or oral statement, news release, or other public announcement or publication the indicia or name of D&B, any D&B Related Company, or any of their customers, personnel, or agents, without first obtaining the written consent of Chief Executive Officer or General Counsel.
17.    Nondisclosure; return of property. Employee will not at any time directly or indirectly disclose any confidential information, records, data, formulae, specifications or other trade secrets owned by D&B or any D&B Related Company to any person or entity or use any such information. All records, files, drawings, documents, models, disks, equipment and the like relating to the business of D&B or any D&B Related Company that Employee prepared or used or came





in contact with during Employee’s employment by D&B will be and remain the sole property of D&B or the D&B Related Company. Employee warrants that as of the Termination Date all such property will have been returned to D&B or the D&B Related Company and that Employee will not retain any such property. In addition, Employee will turn over to D&B all documents (including without limitation paper documents, audiotapes, videotapes and other recording media, as well as all copies and transcripts of those documents) that contain matters of or relating to D&B, any D&B Related Company, or their affairs or employees.
18.    No re-employment. Except as provided herein, in exchange for the consideration set forth in this Agreement, and in order to avoid any future claim of retaliation, Employee forsakes any right to be re-employed by D&B or any D&B Related Company and will not apply for or accept reinstatement or employment at any time in the future with D&B or any D&B Related Company. However, should D&B or a D&B Related Company waive the provisions of this paragraph and employ Employee during the time Employee is receiving benefits hereunder, then upon rehire such benefits will cease and Employee will not be entitled to further payments. D&B or a D&B Related Company may rely on this paragraph in determining to refuse to employ Employee and/or declining to consider any application for employment that conflicts with this paragraph.
19.    Cooperation. Employee agrees to cooperate upon the reasonable request of D&B or any D&B Related Company, in assisting with (i) investigating, prosecuting or defending any claim, (ii) responding to or preparing for any government audit, investigation or inquiry that, in either case, relates in any manner to Employee’s employment with D&B, or (iii) other matters that are of significant business need to D&B that relate in any manner to Employee’s employment with D&B. D&B will reimburse Employee for reasonable and necessary out of pocket expenses Employee may incur in connection with such cooperation.
20.    Release of claims.
a.    Employee, for himself or herself and for Employee’s family, representatives, successors and assigns, releases and forever discharges D&B, all D&B Related Companies, and their respective representatives, successors, assigns, directors, officers, employees, attorneys, agents, and trustees or administrators under any Dun & Bradstreet plans (the “Released Parties”) from any and all claims, demands, debts, damages, injuries, actions or rights of action of any nature whatsoever, whether known or unknown, that Employee had or now has or may have against the Released Parties from the beginning of Employee’s employment with D&B or any D&B Related Company to and including the Effective Date of this Agreement, on account of, or arising out of, any matter related to Employee’s employment with D&B or any D&B Related Company or termination of such employment (the “Released Claims”). The Released Claims include, but are not limited to, all rights, claims, and causes of action under (as amended) Title VII of the Civil Rights Act of 1964, 42 U.S.C. section 1981, the Employee Retirement Income Security Act, the Age Discrimination in Employment Act of 1967 (“ADEA”), The Americans with Disabilities Act, the Family and Medical Leave Act, and (when applicable), the New York State and City Human Rights laws, the New Jersey Law Against Discrimination, the New Jersey Family Leave Act, the New Jersey Equal Pay Act, the New Jersey Conscientious Employee Protection Act, and the California Fair Employment and Housing Act, any other local, state or federal law, including but not limited to laws related to discrimination or wrongful termination, any implied or express contract of employment, whether oral or written, and/or any claim arising under common law. The Released Claims also include any and all wage and hour related claims to the maximum extent permitted by federal and state law arising out of or in any way connected with Employee’s employment with D&B or any D&B Related Company, including but not limited to, claims under the the Massachusetts Payment





of Wages Act (Massachusetts General Laws Chapter 149 section 148 and 150), the Massachusetts Overtime regulations (Massachusetts General Laws Chapter 151 section 1A and 1B), the Massachusetts Meal Break regulations (Massachusetts General Laws Chapter 149 sections 100 and 101) and any other claims under any federal or state law for unpaid or delayed payment of wages, overtime, bonuses, commissions, incentive payments or severance, missed or interrupted meal periods, interest, attorneys’ fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by law.
b.    The Released Claims, however, do not include (i) any claim arising from a breach of this Agreement by D&B; or (ii) any claim that may not be waived by private agreement without governmental or judicial supervision.
c.    Employee’s release of claims also does not bar Employee from filing a charge or complaint with the Equal Employment Opportunity Commission or an analogous state agency or assisting such an agency in its investigation of a charge or complaint of discrimination, but it does bar Employee from recovering monetary damages or other relief from the Released Parties in an individual, class, or governmental agency action covering any of the Released Claims.
d.    The Released Claims include all such claims whether known or unknown by Employee. Where applicable, Employee therefore waives the protection of California Civil Code section 1542 or any other analogous statute or principle of law. Section 1542 states:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known to him or her must have materially affected his or her settlement with the debtor.
e.    If Employee brings any action, law suit or proceeding (“Action”) based on a Released Claim (other than an ADEA claim), then within ten (10) days of D&B’s written demand, Employee will return to D&B the value of the severance benefits received by Employee under this Agreement, regardless of the outcome of the Action, and will pay to D&B all of its reasonable attorneys’ fees and costs incurred in the Action (including any appeals resulting from the Action), if D&B prevails in the action.
f.    If Employee’s release of ADEA claims is found to be invalid, D&B will be entitled, to the extent not prohibited by law, to set-off, recoupment, or restitution of the value of the severance benefits received by Employee under this Agreement.
21.    Confidentiality of Agreement. Employee will forever refrain from disclosing to any third party or other entity the fact of this Agreement, and further will keep the terms of this Agreement confidential and not disclose same to any third party, except Employee may (i) do so pursuant to a court order or other valid governmental authority, and (ii) disclose the fact and nature of the restrictive covenants contained in this Agreement to prospective employers. If, pursuant to a court order or other governmental authority, Employee may be or is required to disclose all or any portion of this Agreement, Employee will immediately so notify D&B and D&B will be given the right to intercede with such court or governmental entity to seek to prevent or limit the extent of disclosure. Employee's attorneys, spouse and financial advisors will not be deemed to be third parties for purposes of this paragraph.
22.    Taxation and Indemnification. Employee acknowledges and represents that he has relied on the advice of persons of his own choosing regarding the taxability of the payments to be paid under this Agreement. Employee further acknowledges and agrees that D&B has made no representations to him regarding the tax consequences of any amounts to be received by him





pursuant to this Agreement. Employee agrees to pay federal, state or local taxes, if any, which are required by law to be paid with respect to any funds Employee receives or that are paid on Employee’s behalf pursuant to this Agreement but not any employer share of FICA, Medicare or unemployment/disability contributions which may be required by a government agency. Other than as to any employer share of FICA, Medicare or unemployment/disability contributions which may be required by a government agency, Employee agrees to defend, indemnify and hold D&B harmless from any claims, demands, penalties, interest, deficiencies, levies, assessments, executions, judgments or recoveries by any governmental entity against D&B for any amounts claimed due on account of this Agreement, or pursuant to any claims made under any federal, state or local tax law.
23.    Remedies in event of breach. Except as separately provided by this Agreement with respect to Employee’s release of claims, in the event of a breach of this Agreement by Employee, D&B or any D&B Related Company will be entitled to recover from Employee any damages, costs, and expenses D&B may incur (including court costs, judgments, attorneys' fees, and all other costs and expenses, taxable or otherwise) in defending against, or seeking or obtaining an abatement of or an injunction against, such action or proceeding, or in establishing or maintaining the applicability or validity of any provision of this Agreement. In the event of such breach by Employee, D&B, at its option, may (i) seek specific performance of this Agreement, or (ii) seek return of all monies paid and the value of all benefits provided pursuant to this Agreement as of the date of such breach, and D&B will be relieved of all future payments and obligations provided for under this Agreement.
24.    Accord and satisfaction. The parties expressly understand and agree that this Agreement is in full accord, satisfaction and discharge of any and all claims Employee has or could have against D&B or any D&B Related Company arising out of Employee's employment by D&B or any D&B Related Company and the termination of that employment, and that this Agreement has been executed with the express intention of extinguishing all obligations and all claims and rights that Employee has or could assert against D&B or any D&B Related Company, except as expressly provided for herein.
25.    No admission. The parties acknowledge that this Agreement has been executed in connection with the compromise and settlement of possible claims and that this Agreement and the actions taken pursuant to this Agreement do not constitute an acknowledgment or admission on the part of either party of liability for any matter or precedent upon which liability may be asserted. Nothing contained in this Agreement will prevent either party from enforcing its rights under this Agreement if it is breached by the other party. Without limiting the generality of the foregoing, the execution of this Agreement should not be construed as an admission by either party that it has violated any federal, state or local statute, law, rule, regulation or ordinance of any nature whatsoever or that it has acted improperly with regard to the other, and that the execution of this Agreement does not violate any federal, state or local statute, law, rule, regulation or ordinance of any nature whatsoever.
26.    No third-party beneficiary where not so provided. Except as expressly stated in this Agreement, the parties do not intend to make any person or entity who is not a party to this Agreement a beneficiary of this Agreement, and this Agreement should not be construed to be made for the benefit of any person or entity not expressly provided for in this Agreement. If Employee dies prior to payment of all of the payments and benefits provided for in this Agreement, then the remaining payments will be paid to Employee’s estate.
27.    Employee’s acknowledgment. Employee acknowledges that:





a.    Employee has had a period of at least twenty-one (21) days within which to consider whether to sign this Agreement, although Employee is free to sign this Agreement at anytime during that 21-day period, except that Employee may not accept this Agreement prior to the time that Employee’s employment with D&B terminates.
b.    Employee has a period of seven (7) days from the date that Employee signs this Agreement within which to revoke it. This Agreement will not become effective or enforceable until the expiration of this seven (7) day revocation period without a timely revocation, at which time will be the Agreement’s “Effective Date.”
c.    Employee is advised to consult with an attorney about this Agreement at Employee’s own expense.
d.    Employee fully understands the terms and contents of this Agreement and voluntarily, knowingly and without coercion is entering into this Agreement.
e.    Employee has been provided electronic access to the summary plan description that outlines the benefits Employee is entitled to under The Dun & Bradstreet Career Transition Plan and is aware of Employee’s rights, privileges, and obligations under such plan.
28.    Severability. If, for any reason, any one or more of the provisions of this Agreement is held or deemed to be inoperative, unenforceable or invalid by a court of competent jurisdiction in a particular case or in all cases, that circumstance will not have the effect or rendering the provision(s) invalid in any other case, or rendering any other provisions of this Agreement inoperative, unenforceable or invalid. If, however, the provisions of any of paragraphs 10 through 12 or 14 through 23 are held or deemed unenforceable or invalid as to Employee, and Employee thereafter ceases to abide by the provision(s), then D&B will have the right to declare this Agreement null and void and will have no further payment obligations under paragraph 3 or 4.
29.    Governing law. This Agreement will be construed in accordance with the laws of the State of New Jersey or federal law as applicable.
30.    Notices. All notices to be given under this Agreement must be in writing sent by certified or registered mail or overnight delivery service with receipt acknowledged and addressed to:
If to D&B, to:
Dun & Bradstreet, Inc.
103 JFK Parkway
Short Hills, NJ 07078
Attn: Leader - Human Resources
with a copy to:
Dun & Bradstreet, Inc.
103 JFK Parkway
Short Hills, NJ 07078
Attn: General Counsel
If to Employee, to the address shown on the Appendix.
Notices will be deemed given when received.





31.    Entire agreement. This Agreement constitutes the entire agreement of the parties and all prior negotiations or representations are merged into this Agreement or replaced by it, except to the extent Employee has an obligation to repay to the Company advanced but unearned commissions (a “Deficit Balance”). Employee’s obligation to repay the Company any outstanding Deficit Balance survives this Agreement. Other than the foregoing discussion concerning any Deficit Balance, the parties understand and agree that there are no oral or written agreements binding between them that modify this Agreement and that they are not relying on any promises or representations made by or on behalf of the other party, except as expressly set forth in this Agreement. Nothing herein shall supersede Employee’s obligations, or D&B’s rights, under the Detrimental Conduct Agreement previously entered into between Employee and D&B, if any. This Agreement may be executed in counterparts, each being deemed an original.

Employee and D&B, by its duly authorized agent, hereby execute this Agreement.
EMPLOYEE: _____________________        DUN & BRADSTREET, INC.

________________________________        By:                    

Date:                             Name:                 

Date:                    

Witness as to Employee:                Attest as to D&B:

By:                            By:                    

Name:                         Name:                 

Date:                            Date:        





Appendix

Summary of Benefit Entitlements

Employment Date:    ______________________________

Termination Date:    ______________________________

Position from which terminated:                ______________________________

Salary Continuation:                    $_________ per week for ____ weeks
(annual rate of $_____; to be paid on D&B’s normal payroll schedule)

Last Day of Restriction Period:                ______________________________
    
Welfare Benefit Continuation:
[LIST NAMES OF MEDICAL AND DENTAL PLANS UNDER WHICH EMPLOYEE COVERED]

Annual Bonus Payment
[x] of the annual bonus
(if eligible)                 

otherwise payable to you at time of normal payment.

[Individual] [Group] Outplacement:
As provided by D&B.

Employee’s Address for Notices:
______________________________
______________________________
______________________________

The description of benefits contained in this Appendix is only a summary and is subject to the terms and conditions of the Memorandum of Agreement to which it is attached.
            



EX-10.28 4 a201310k-exhibit1028.htm EMPLOYEES' NONQUALIFIED DEFERRED COMPENSATION PLAN 2013 10K-Exhibit 10.28


Exhibit 10.28


FIRST AMENDMENT TO THE
THE DUN & BRADSTREET CORPORATION
KEY EMPLOYEES’ NONQUALIFIED DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2009)

THIS FIRST AMENDMENT to the Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009) (the “Plan”) is effective on the date on which it is executed as specified below (the “Effective Date”).

WITNESSETH:

WHEREAS, Dun & Bradstreet Corporation (the “Corporation”) sponsors the Plan and the Corporation has delegated authority to the Compensation & Benefits Committee of the Board of Directors of the Corporation (the “Committee”) to amend the Plan; and

WHEREAS, it is deemed desirable to amend the Plan as set forth herein.

NOW, THEREFORE, it is hereby resolved that Section 10.1 of the Plan be, and it hereby is, amended by deleting the section in its entirety and replacing it with the following:

Section 10.1. Non-Assignability.

(a)     In General. Except as provided by subsection (b) below, benefits payable under the Plan and the right to receive future benefits under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, including, without limitation, any assignment or alienation in connection with a divorce, separation, child support or similar arrangement, shall be null and void and not binding on the Plan or the Company. The Plan and the Company shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

(b)    Domestic Relations Orders. Notwithstanding subsection (a) above, the Plan shall comply with the terms of a domestic relations order that the Committee has approved pursuant to the domestic relations order procedures maintained by the Committee for this purpose (the “DRO Procedures”). If a party submits a domestic relations order to the Committee for approval under the Plan, the Committee shall determine whether or not the domestic relations order meets the requirements for approval specified by the DRO Procedures. If the Committee determines that the domestic relations order meets the requirements for approval specified by the DRO Procedures, the Committee shall approve and comply with the terms of the domestic relations order. Any payment of a Participant’s Plan benefits to a party other than the Participant pursuant to the terms of an approved domestic relations order shall be charged against and reduce the Participant’s benefits under the Plan; all determinations of benefits under the Plan shall be made with this principle in mind such that there is no duplication of benefits. Neither the Plan, the Company, any other Employer, the Board, the Committee, nor any other party shall be liable in any manner to any person, including but not limited





to any Participant or Beneficiary, for complying with the terms of an approved domestic relations order.


IN WITNESS WHEREOF, the Committee has caused this First Amendment to be executed by the Plan Benefits Committee of the Corporation this 17th day of December, 2013.




/s/ Julian Prower                            /s/ Matt Fritz                                
Julian Prower                                 Matt Fritz


/s/ Louis Sapirman                            /s/ Kathy Guinnessey                            
Louis Sapirman                            Kathy Guinnessey




EX-10.29 5 a201310-kexhibit1029.htm EMPLOYEES NONQUALIFIED DEFERRED COMPENSATION PLAN 2013 10-K Exhibit 10.29


Exhibit 10.29



SECOND AMENDMENT TO THE
THE DUN & BRADSTREET CORPORATION
KEY EMPLOYEES’ NONQUALIFIED DEFERRED COMPENSATION PLAN
(As Amended and Restated Effective January 1, 2009)

THIS SECOND AMENDMENT to the Dun & Bradstreet Corporation Key Employees’ Nonqualified Deferred Compensation Plan (As Amended and Restated Effective January 1, 2009) (the “Plan”) is effective on the date on which it is executed as specified below (the “Effective Date”).

WITNESSETH:

WHEREAS, Dun & Bradstreet Corporation (the “Corporation”) sponsors the Plan and the Corporation has delegated authority to the Compensation & Benefits Committee of the Board of Directors of the Corporation (the “Committee”) to amend the Plan; and

WHEREAS, it is deemed desirable to amend the Plan as set forth herein.

NOW, THEREFORE, it is hereby resolved that the Plan be, and it hereby is, amended as follows:

1.    Section 1.7 of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 1.7. ‘Deferral Election’ means the election form, whether by hard copy or electronic medium, as determined by the Committee, whereby a Participant elects to defer a percentage of his Salary and/or Incentive Payments.”

2.    Section 1.8 of the Plan is amended by deleting the first sentence of the section and inserting the following in lieu thereof:

“‘Deferral Period’ means the period of time provided in the Participant’s Payment Option Election whereby a Participant elects to defer the receipt of Salary and/or Incentive Payments pursuant to the terms of this Plan.”

3.    Section 1.9 of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 1.9. ‘Deferred Compensation Account’ or ‘Account’ means with respect to a Participant, the separate bookkeeping account used to record the amount of the Salary and/or Incentive Payments deferred by a Participant for a calendar year, plus the deemed earnings or losses, if any, calculated thereon.”

4.    Section 1.17 of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 1.17. ‘Payment Option Election’ means the election form, whether by hard copy or electronic medium, as determined by the Committee, whereby a Participant elects the times and methods in which the payment of his deferred Salary and/or Incentive Payments is to be made.”






5.    Section 1.20 of the Plan is deleted in its entirety.

6.    The heading of Article III is revised to read as follows:

Election to Defer Salary and/or Incentive Payments

7.    Section 3.3 of the Plan is deleted in its entirety; Sections 3.4 through 3.8 are renumbered as Sections 3.3 through 3.7, respectively; and each cross-reference in the Plan to Section 3.4, 3.5, 3.6, 3.7 or 3.8 is revised to be a cross-reference to Section 3.3, 3.4, 3.5, 3.6 or 3.7, respectively.

8.    Section 3.3 (as renumbered pursuant to item 7. above) of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 3.3. Deferral Election. In order to defer all or a portion of his Salary and/or Incentive Payments, the Participant shall execute a Deferral Election and deliver such election to the Employer no later than the applicable deadline with respect to Salary and/or Incentive Payments, as provided in Sections 3.1 and 3.2 above, stating that such Participant elects to defer the receipt of a percentage of such Salary and/or Incentive Payments for a Deferral Period as designated by the Participant. Any such Deferral Election will become irrevocable after the applicable deadline, subject to Section 6.3.”

9.    Section 3.4 of the Plan (as renumbered pursuant to item 7. above) is amended by deleting the last sentence of the first paragraph of the section.

10.    Section 3.5 of the Plan (as renumbered pursuant to item 7. above) is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 3.5. Failure to Make a Deferral Election. If a Participant fails to execute and deliver a Deferral Election with respect to Salary and/or Incentive Payments on or before the deadline set forth in Section 3.1, 3.2, or 3.4, the Participant will be deemed to have elected to defer zero percent (0%) of such Salary and/or Incentive Payments.”

11.    Section 3.6 of the Plan (as renumbered pursuant to item 7. above) is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 3.6. Payment Option Election. Concurrently with the execution of a Deferral Election, each Participant shall execute a Payment Option Election and deliver such election to the Employer by the deadline applicable to the Deferral Election. The Payment Option Election shall apply to the compensation deferred pursuant to the Deferral Election it accompanies, and any associated earnings. If a Participant fails to timely file a Payment Option Election Form, he will be deemed to have elected distribution of his Deferred Compensation Account in a lump sum payment upon his Separation from Service.”

12.    Section 3.7 of the Plan (as renumbered pursuant to item 7. above) is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 3.7. Social Security, Medicare and Other Contributions. The applicable Social Security and Medicare taxes (FICA), other legally imposed fees and taxes and other contributions or payments under the benefits provided under the Employer’s cafeteria plan, which are otherwise due and payable, shall be deducted from the portion of the Salary and/or Incentive Payments not deferred hereunder and thereafter, to the extent necessary, such amounts shall be deducted from the amount of the Salary and/or Incentive Payments deferred hereunder or, in the discretion of the Employer,





from any other compensation payable to the Participant by the Employer. The Committee reserves the right to change a Participant’s Deferral Election to satisfy the tax and other related obligations described in this section, to the extent permitted by Code Section 409A.”

13.    Section 4.1 of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“Section 4.1. Participants’ Accounts. Upon the Employee’s initial eligibility to participate in the Plan, the Employer may, but is not required to, establish on its books and records a bookkeeping account for each Participant known as the Deferred Compensation Account for the amount of the Salary and/or Incentive Payments deferred hereunder, and the deemed earnings or losses, if any, calculated thereon. The Employer shall have the right to establish such bookkeeping accounts and subaccounts as it deems necessary to record the amount of Salary and/or Incentive Payments deferred hereunder for various Deferral Periods. There is no requirement on the part of the Employer to fund any benefits hereunder and the existence of such bookkeeping accounts shall not be deemed to create a trust of any kind.”

14.    Section 4.2(a) of the Plan is amended by deleting the second sentence of the section and inserting the following in lieu thereof:

“In making the designation pursuant to this Section 4.2, the Participant may specify that all or any portion of his Account be deemed to be invested, in whole percentage increments, in one or more of the Funds provided under the Plan as communicated from time to time by the Committee.”

15.    Section 4.2(a) of the Plan is amended by deleting the last sentence of the section and inserting the following in lieu thereof:

“If a Participant fails to elect a type of investment fund under this Section 4.2(a), he shall be deemed to have elected the age appropriate BlackRock LifePath fund or such other fund determined by the Committee to be the default deemed investment fund.”

16.    Section 4.2(e) is deleted in its entirety.

17.    Section 5.1 of the Plan is amended by deleting the second sentence thereof.

18.    Section 6.1(a) of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“(a)    If a Participant has a Separation from Service for any reason other than death, the value of his Account shall be distributed in accordance with his Payment Option Election as follows:

(i)    in a lump sum payment within forty-five (45) days after the Participant’s Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution; or

(ii)    in five (5) annual installments (i.e., 1/5th, 1/4th, 1/3rd, etc.), which are to be treated as a series of separate payments, payable on the last business day of January with the first installment commencing on the last business day of January after the end of the calendar year in which the Participant has a Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution. For purposes of





computing the amount of the annual installments provided for in this Section, the provisions of subsection (d) below shall apply; or
(iii)    in ten (10) annual installments (i.e., 1/10th, 1/9th, 1/8th, etc.), which are to be treated as a series of separate payments, payable on the last business day of January with the first installment commencing on the last business day of January after the end of the calendar year in which the Participant has a Separation from Service, with the value of his Account being determined and fixed within fifteen (15) business days preceding the date of distribution. For purposes of computing the amount of the annual installments provided for in this Section, the provisions of subsection (d) below shall apply.

Notwithstanding anything herein to the contrary, if a Participant is a Specified Key Employee, no amount payable to him under this Section 6.1(a) upon his Separation from Service shall be paid to him before the date immediately after the expiration of the six-month period following his Separation from Service. Furthermore, payment to any Participant, whether or not a Specified Key Employee, shall be delayed according to Section 3.6, if applicable.”

19.    Section 6.2 of the Plan is amended by deleting the second sentence thereof.

20.    Section 6.3(a)(iii) of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“(iii)    If the Committee determines that the Participant has had a Hardship eligible for a withdrawal, any outstanding Deferral Election by the Participant shall be terminated and the Participant will not be eligible to file a new election until the end of the following year (which would be applicable to Salary and/or Incentive Payments earned in the subsequent year, as provided in Sections 3.1 and 3.2).”

21.    Section 6.3(a)(vi) of the Plan is deleted in its entirety.

22.    Section 6.3(b)(iii) of the Plan is amended by deleting the section in its entirety and inserting the following in lieu thereof:

“(iii)    By ceasing to defer Salary and/or Incentive Payments under the Plan.”






IN WITNESS WHEREOF, the Committee has caused this Second Amendment to be executed by the Plan Benefits Committee of the Corporation this 17th day of December, 2013.



/s/ Julian Prower                    /s/ Matthew Fritz        
Julian Prower                        Matthew Fritz                                
                    

/s/ Kathy Guinnessey                    /s/ Louis Sapirman            
Kathy Guinnessey                    Louis Sapirman




EX-10.32 6 a201310k-exhibit1032.htm COVERED EMPLOYEE INCENTIVE PLAN 2013 10K-Exhibit 10.32


Exhibit 10.32

FIRST AMENDMENT TO THE
DUN & BRADSTREET CORPORATION COVERED EMPLOYEE INCENTIVE PLAN
(As Amended and Restated Effective May 3, 2011)


THIS FIRST AMENDMENT, by THE DUN & BRADSTREET CORPORATION (the “Corporation”), to The Dun & Bradstreet Corporation Covered Employee Incentive Plan (As Amended and Restated Effective May 3, 2011) (the “Plan”) is effective as of May 3, 2011.

WITNESSETH:

WHEREAS, the Corporation sponsors the Plan and the Compensation & Benefits Committee of the Corporation (the “C&BC”) has authority to make non-material amendments to the Plan;

WHEREAS, the C&BC now considers it desirable to amend the Plan to clarify that a participant who becomes disabled during a performance period will be paid a pro-rata share of the award that would have been paid to the executive under the Plan for such performance period based on actual performance for such performance period, as well as to clarify the payment date when a performance period other than the calendar year is designated, and the interrelation of the Plan with The Dun & Bradstreet Career Transition Plan;

WHEREAS, the C&BC also considers it desirable to amend the Plan to include definitions of “Retirement” and “Disability;”

NOW THEREFORE, it is hereby resolved that the Plan be, and it hereby is, amended, effective as of May 3, 2011, as indicated below:

I.

Section 2 of the Plan is revised by adding the following new subsection (l), which shall be inserted following the definition of “Covered Employee:”

(l) Disability: The inability to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment which constitutes a permanent and total disability, as defined in Section 22(e)(3) of the Code (or any successor section thereto). The determination whether a Participant has suffered a Disability shall be made by the Committee based upon such evidence as it deems necessary and appropriate. A Participant shall not be considered disabled unless he or she furnishes such medical or other evidence of the existence of the Disability as the Committee, in its sole discretion, may require.

II.

Section 2 of the Plan is revised by deleting subsection (o) in its entirety and inserting the following in lieu thereof:

(o) Performance Period: The calendar year or any other period that the Committee, in its sole discretion, may designate. If the Committee designates a period other than the calendar year, then payment of the related Award shall be made during the two and one-half month period that ends on the fifteenth day of the third month after the close of either the Participant’s or the Company’s tax year in which the

1



Award is no longer subject to a substantial risk of forfeiture, unless the Committee expressly specifies (not later than when the legally binding right to the Award arises) that the Award is not intended to be a short-term deferral that is exempt from Section 409A of the Code. In any case where the Committee makes this express specification, the Committee shall specify in writing (not later than when the legally binding right to the Award arises) terms for payment of the Award that are compliant with Section 409A of the Code.

III.

Section 2 of the Plan is revised by adding the following new subsection (r), which shall be inserted following the definition of “Plan:”

(r) Retire and Retirement: A Participant’s termination of employment with the Company after the Participant has attained age 55 and five years of service with the Company; or, with the prior written consent of the Committee that such termination be treated as a Retirement hereunder, termination of employment under other circumstances.

IV.

The subsections of Section 2 of the Plan other than new subsections (l) and (r) are re-lettered to reflect the addition of new subsections (l) and (r).

V.

Section 5(b) of the Plan is revised by adding the following parenthetical phrase at the end of the last sentence thereof: “(and not later than any earlier date that applies pursuant to the definition of “Performance Period.”)

VI.

Section 5(d) of the Plan is revised by deleting the subsection in its entirety and inserting the following in lieu thereof:

(d) Employment Termination and Transition. Except as provided in paragraph (i) below and Section 10(b), a Participant shall not be paid an Award with respect to a Performance Period if the Participant’s active employment in an eligible position does not continue until the end of the Performance Period.

(i) Subject to paragraphs (ii) and (iii) below, if a Participant does not continue in active employment until the end of the Performance Period because the Participant dies, Retires, suffers a Disability, is assigned to a different position that causes the Participant to no longer be eligible, or is granted a leave of absence, a pro rata share of the Participant’s Award based on the period of actual participation shall be paid to the Participant after the end of the Performance Period. In addition, to the extent provided in The Dun & Bradstreet Career Transition Plan (or a successor or similar transition plan or arrangement, determined in the discretion of the Committee) (“Transition Plan”) a Participant may be paid a pro rata share of the Participant’s Award, determined in accordance with the Transition Plan.

(ii) Any payment of an Award under this subsection (d) shall only be available to the extent it would have become earned and payable, in accordance with the preceding provisions of this Section 5, had the Participant’s employment status not changed. In addition, any Award that is otherwise payable shall not be paid to the Participant if the Company terminates the Participant’s employment

2



for cause at any time prior to the actual payment of the Award to the Participant. For this purpose, the existence of cause for the Participant’s termination shall be determined in the discretion of the Committee. The provisions of this paragraph (ii) do not apply to in the case of an Award that is payable under Section 10(b).

(iii) An Award under this subsection (d) shall be paid at the usual time applicable under subsection (b) above. Subject to Section 10(b), the amount of the Award actually paid to a given Participant may be less than the amount determined by the applicable performance goal formula (including zero), at the discretion of the Committee (and notwithstanding paragraph (i) above).

VII.

Section 6 of the Plan is revised by deleting the subsection in its entirety and inserting the following in lieu thereof:

6. AMENDMENTS OR TERMINATION

The Board or the Committee may amend, alter or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would diminish any of the rights under any Award theretofore granted to a Participant under the Plan without such Participant’s consent; provided, however, that the Board or the Committee may amend the Plan in such manner as it deems necessary to permit the granting of Awards meeting the requirements of the Code or other applicable laws. The Committee’s right to amend the Plan shall apply only to the extent consistent with Code Section 162(m) and other applicable regulatory requirements. Notwithstanding anything to the contrary herein, the Board or the Committee may not amend, alter or discontinue the provisions relating to Section 10(b) of the Plan after the occurrence of a Change in Control.

VIII.

In all other respects, the Plan shall remain in full force and effect.


IN WITNESS WHEREOF, the C&BC has adopted a resolution that caused this First Amendment to be adopted this 17th day of October, 2011.


3
EX-10.75 7 a201310k-exhibit1075.htm STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.75


Exhibit 10.75

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Leveraged RSUs)
(<award_date>)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

US Performance Leveraged RSUs                     -1-




4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

US Performance Leveraged RSUs                     -2-




employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale

US Performance Leveraged RSUs                     -3-




of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

US Performance Leveraged RSUs                     -4-




13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

US Performance Leveraged RSUs                     -5-




to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
18.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
20.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
21.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer

US Performance Leveraged RSUs                     -6-




Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
22.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
23.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.
(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.


US Performance Leveraged RSUs                     -7-




IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.
THE DUN & BRADSTREET CORPORATION
    
By:______________________________

US Performance Leveraged RSUs                     -8-





EXHIBIT A
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Leveraged RSUs)

1.Target Number. The target number of Performance RSUs subject to this Award is <shares_awarded> (the “Target Number”). The Target Number will be divided into three (3) equal tranches, with any fractional Performance RSUs resulting from such division to be added to the final tranche so that the sum of the three tranches equals the Target Number (each, an “Award Tranche”).
2.Performance Periods and Vesting Dates.
Award Tranche
Installment Performance Period
Time-Based Vesting Date
First
January 1, 20XX - December 31, 20XX
(1-year period commencing on January 1st  that precedes the Award Date)
First anniversary of Award Date
Second
January 1, 20XX - December 31, 20XX
(2-year period commencing on the January 1st that precedes the Award Date)
Second anniversary of Award Date
Third
January 1, 20XX - December 31, 20XX
(3-year period commencing on the January 1st that precedes the Award Date)
Third anniversary of Award Date

3.Vesting. Except as otherwise provided in Section 4 hereof, the Performance RSUs subject to each Award Tranche shall vest on the Time-Based Vesting Date (as set forth in Section 2) corresponding to the applicable Award Tranche based (i) on the value that the Shares has appreciated over the corresponding Installment Performance Period and (ii) the Participant’s continuous service as an employee of the Company or any of its Affiliates through the corresponding Time-Based Vesting Date. The Share value appreciation/depreciation shall be calculated based on the difference between (A) the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the first trading day of the applicable Installment Performance Period, and (B) the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the date

US Performance Leveraged RSUs                     -9-




following the last day of the applicable Installment Performance Period. Any Performance RSUs subject to an Award Tranche that have not vested as of the corresponding Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of each Installment Performance Period, the Committee shall assess and, to the extent the Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of Share value appreciation, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below:
% of Stock Appreciation/Depreciation
% of Target
100%
200%
50%
150%
0%
100%
-25%
75%
-50%
50%
Below - 50%
0%
Interpolation in between

The performance goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent the Award is intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the performance goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the performance goals.
4.Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, the Target Number relating to any subsequent Award Tranches, and (ii) in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, (A) the actual number of Performance RSUs subject to the Award Tranche that vest based on the performance attainment level for such Award Tranche and (B) the Target Number corresponding to any subsequent Award Tranches.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, any unvested

US Performance Leveraged RSUs                     -10-




Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any Award Tranche that would have been eligible to vest in each subsequent Time-Based Vesting Date if the employment of the Participant had continued through such date.; and (ii) in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, (A) the actual number of Performance RSUs that vest based on the performance attainment level for such Award Tranche and (B) a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any subsequent Award Tranches. The pro rata portion of the Performance RSUs payable under this Section 4(b) shall be calculated by multiplying the number of Performance RSUs that vest based on the performance attainment level, by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the applicable Installment Performance Period and the denominator of which is the number of months in the corresponding Installment Performance Period.
5.Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: (i) within 60 days of the applicable Time-Based Vesting Date (including cases where the Participant terminates employment due to Retirement) or, (ii) if earlier, (1) within 60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 5(i) or (ii)(1).


US Performance Leveraged RSUs                     -11-

EX-10.76 8 a201310k-exhibit1076.htm STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.76


Exhibit 10.76

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Revenue Compound Annual Growth Rate)
(<award_date>)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

US Performance RSUs (CAGR)                        -1-




4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

US Performance RSUs (CAGR)                        -2-




employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale

US Performance RSUs (CAGR)                        -3-




of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)    Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

US Performance RSUs (CAGR)                        -4-




13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

US Performance RSUs (CAGR)                        -5-




to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
18.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
20.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
21.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer

US Performance RSUs (CAGR)                        -6-




Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
22.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
23.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.
(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

US Performance RSUs (CAGR)                        -7-




IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
        
By:______________________________

US Performance RSUs (CAGR)                        -8-




EXHIBIT A
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Revenue Compound Annual Growth Rate)
1.    Target Number. The target number of Performance RSUs subject to this Award is : <shares_awarded> (the “Target Number”).
2.    Performance Period. Three-year period beginning January 1, 20XX and ending on December 31, 20XX (the “Performance Period”).
3.    Time-Based Vesting Dates.
Third anniversary of the Award Date: 50% of the Eligible Performance RSUs (as defined below)
Fourth anniversary of the Award Date: 50% of the Eligible Performance RSUs.
(each, a “Time-Based Vesting Date”).
4.    Vesting. Except as otherwise provided in Section 5 hereof, the Performance RSUs shall vest on the applicable Time-Based Vesting Dates (i) based on the level of attainment of Revenue Compound Annual Growth Rate (“Revenue CAGR” or “Performance Goal”) of the Company during the Performance Period and (ii) as long as the Participant remains in continuous service as an employee of the Company and any of its Affiliates through the applicable Time-Based Vesting Dates. Any Performance RSUs that have not vested as of the applicable Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of the Performance Period, the Committee shall assess and, to the extent this Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of the Performance Goal, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below. The number of Performance RSUs that shall be eligible to vest (the “Eligible Performance RSUs”) on the applicable Time-Based Vesting Dates shall be equal to the product of (a) the attainment percentage (as determined in accordance with the guidance below), multiplied by (b) the Target Number.
Revenue CAGR. Revenue CAGR shall be defined as (i) the ratio of the ending value to the beginning value (e.g., $2,210M divided by $1,700M equals 1.30), (ii) raised to the power of 1/3 (i.e., one (1) divided by the number of years in the Performance Period), and (iii) subtracting one (1) from the final result (e.g., 1.30 power of 1/3 equals 1.091, minus one (1) equals 0.091 or 9.1%).
The Committee shall assign a percentage of attainment of the Revenue CAGR Performance Goal based on the following:

US Performance RSUs (CAGR)                        -9-




3-year Revenue CAGR
Revenue CAGR Attainment
6.0%
200%
3.0%
100%
1.0%
25%
<1.0%
0%
Interpolation between attainment level

The Performance Goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent the Performance RSUs are intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the Performance Goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the Performance Goals.
5.    Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall vest as follows: (i) if the termination occurs prior to the last day of the Performance Period, the Target Number shall vest, and (ii) if the termination occurs following the end of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date shall vest.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, the Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs prior to the last day of the Performance Period, a pro rata portion of the number of Eligible Performance RSUs and (ii) in the event of a termination that occurs following the last day of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date. The pro rata portion of the Performance RSUs that vest pursuant to Section 5(b)(i) hereof shall be calculated by multiplying the Eligible Performance RSUs by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the Performance Period and the denominator of which is thirty-six (36).
6.    Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: (i)  within 60 days of the applicable Time-Based Vesting Dates (including cases where the Participant terminates employment due to Retirement); or (ii) if earlier, (1) within

US Performance RSUs (CAGR)                        -10-




60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 6(i) or (ii)(1).




US Performance RSUs (CAGR)                        -11-

EX-10.77 9 a201310k-exhibit1077.htm STOCK INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.77


Exhibit 10.77

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Total Shareholder Return)
(<award_date>)


This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

US Performance RSUs (TSR)                    -1-




4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

US Performance RSUs (TSR)                    -2-




employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale

US Performance RSUs (TSR)                    -3-




of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

US Performance RSUs (TSR)                    -4-




13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

US Performance RSUs (TSR)                    -5-




to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any Participant’s termination indemnity, severance pay, retirement or pension payment, or any other Participant benefits.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
18.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
19.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
20.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
21.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer

US Performance RSUs (TSR)                    -6-




Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
22.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
23.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.
(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

US Performance RSUs (TSR)                    -7-




IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
        
By:______________________________

US Performance RSUs (TSR)                    -8-




EXHIBIT A
Performance Restricted Stock Unit Award
(Total Shareholder Return)

1.    Target Number. The target number of Performance RSUs subject to this Award is:     <shares_awarded> (the “Target Number”).
2.    Performance Period. Three-year period beginning January 1, 20XX and ending on December 31, 20XX (the “Performance Period”).
3.    Time-Based Vesting Dates.
Third anniversary of the Award Date: 50% of Eligible Performance RSUs (as defined below)
Fourth anniversary of the Award Date: 50% of Eligible Performance RSUs
(each, a “Time-Based Vesting Date”).
4.    Vesting. Except as otherwise provided in Section 5 hereof, the Performance RSUs shall vest on the applicable Time-Based Vesting Dates (i) based on the level of attainment of Total Shareholder Return (“TSR” or “Performance Goal”) of the Company during the Performance Period and (ii) as long as the Participant remains in continuous service as an employee of the Company and any its Affiliates through the applicable Time-Based Vesting Dates. Any Performance RSUs that have not vested as of the applicable Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of the Performance Period, the Committee shall assess and, to the extent this Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of the Performance Goal, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below. The number of Performance RSUs that shall be eligible to vest (the “Eligible Performance RSUs”) on the applicable Time-Based Vesting Dates shall be equal to the product of (a) the attainment percentage (as determined in accordance with the guidance below), multiplied by (b) the Target Number.
Total Shareholder Return. The attainment level of the Performance Goal shall be based on the 3-year TSR attained by the Company relative to the 3-year TSR attained by the continuing companies in the peer group established by the Committee at the commencement of the Performance Period (and in no event after the 90th day following the beginning of the Performance Period) (the “S&P Peer Group”) based on percentile ranking.

US Performance RSUs (TSR)                    -9-




The Committee shall assign a percentage of attainment of the Performance Goal based on the following:
3-year Relative S&P Peer Group TSR Percentile
TSR Attainment
80th
200%
50th
100%
30th
50%
<30th
0%
Interpolation between attainment levels

The Performance Goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent this Award is intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the Performance Goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the Performance Goals.
5.    Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall vest as follows: (i) if the termination occurs prior to the last day of the Performance Period, the Target Number shall vest, and (ii) if the termination occurs following the end of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date shall vest.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, the Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs prior to the last day of the Performance Period, a pro rata portion of the number of Eligible Performance RSUs and (ii) in the event of a termination that occurs following the last day of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs. The pro rata portion of the Performance RSUs that vest pursuant to Section 5(b)(i) hereof shall be calculated by multiplying the Eligible Performance RSUs by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the Performance Period and the denominator of which is thirty-six (36).

US Performance RSUs (TSR)                    -10-





6.    Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to the vested Performance RSUs shall be delivered: (i) within 60 days of the applicable Time-Based Vesting Dates (including cases where the Participant terminates employment due to Retirement); or (ii) if earlier, (1) within 60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 6(i) or (ii)(1).





US Performance RSUs (TSR)                    -11-

EX-10.78 10 a201310k-exhibit1078.htm STOCK INCENTIVE PLAN INTERNATIONAL RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.78


Exhibit 10.78

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL RESTRICTED STOCK UNIT AWARD
(<award_date>)
This RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan <shares_awarded> restricted stock units (“RSUs”). Each RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) on the delivery date as provided herein. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4 and 9 below, the restrictions on the applicable percentage of the RSUs shall lapse and such percentage of the RSUs shall vest on each “Vesting Date” set forth in the following schedule provided the Participant remains in the continuous active employ of the Company or its Affiliates during the period commencing on the Award Date and ending on the applicable Vesting Date:

<vesting_schedule>
The foregoing provisions notwithstanding, and subject to the provisions of Section 8 below, the Company may cause such number of RSUs to vest prior to the Vesting Dates to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the Vesting Dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the RSUs.

Int'l Time-Based RSUs                     -1-




4.Termination of Employment On or After One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date due to Retirement, death or Disability, any unvested RSUs shall become fully vested as of the date the Participant ceases to provide services. If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the grant for any reason other than Retirement, death or Disability and prior to the next Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. Unless the Committee determines otherwise, in the event that a dividend is paid on Shares, an amount equal to such dividend shall be credited for the benefit of the Participant based on the number of RSUs credited to the Participant as of the dividend record date, and such credited dividend amount shall be in the form of an additional number of RSUs (which may include fractional RSUs) based on the Fair Market Value of a Share on the dividend payment date. The additional RSUs credited in connection with a dividend will be subject to the same restrictions as the RSUs in respect of which the dividend was paid, including, without limitation, the provisions governing time and form of settlement or payment applicable to the associated RSUs.
7.Transfer Restrictions. The RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSU, the subsequent sale of Shares acquired pursuant to the settlement and

Int'l Time-Based RSUs                     -2-




the receipt of any dividend equivalents or dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid

Int'l Time-Based RSUs                     -3-




to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(ii) of the Plan (including Good Reason protection under Section 6(d)(ii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares subject to the Award shall be delivered on (i) the applicable Vesting Dates or, (ii) if earlier, the earliest vesting event contemplated under (1) Section 4 above in connection with the Participant’s death or the termination of the Participant’s employment due to Disability or Retirement or (2) Section 9 above in connection with a Change in Control; provided, however, that if the Award or settlement of the Award constitutes an item of deferred compensation under Code Section 409A and the Change in Control is not a “change in control event” within the meaning of Code Section 409A, the Shares subject to the Award shall be delivered in accordance with the applicable Vesting Dates or, if earlier, the earliest vesting event contemplated under Section 4 in connection with the Participant’s death or the termination of the Participant’s employment due to Disability or Retirement.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to of the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.

Int'l Time-Based RSUs                     -4-




(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.
13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision

Int'l Time-Based RSUs                     -5-




made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of RSUs, even if RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are RSUs and the Shares subject to the RSUs intended to replace any pension rights or compensation. All decisions with respect to future RSUs, if any, will be at the sole discretion of the Company. In consideration of the grant of RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant ceasing to provide services to the Company or the Employer (regardless of the reason for the termination, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement) and the Participant irrevocably releases the Company, the Employer and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. The Participant's employment or service relationship will be considered terminated as of the date the Participant is no longer providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to

Int'l Time-Based RSUs                     -6-




be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award or determined by the Company, the Participant’s right to vest in RSUs under the Plan, if any, will terminate as of the date that the Participant is no longer providing services as an employee. The Committee shall have the exclusive discretion to determine when the Participant is no longer providing services for purposes of the Participant’s RSU grant. Unless otherwise provided in the Plan or Award or by the Company in its discretion, the RSUs and benefits evidenced by this document do not create any entitlement to have the RSUs transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any Change in Control or other corporate transaction affecting the Shares. Neither the Company, the Employer nor any Affiliate shall be liable to the Participant for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the RSU or any amounts due to the Participant in the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere,

Int'l Time-Based RSUs                     -7-




and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant RSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
18.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
19.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20.Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Int'l Time-Based RSUs                     -8-




21.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
22.Appendix. Notwithstanding any provisions in this Award, the RSU shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award.
23.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
24.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the RSUs will be subject to recoupment in accordance with such clawback policy.
25.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.

Int'l Time-Based RSUs                     -9-




26.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
27.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.
(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

Int'l Time-Based RSUs                     -10-





IN WITNESS WHEREOF, this Restricted Stock Unit Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
                    
By:______________________________


Int'l Time-Based RSUs                     -11-




APPENDIX
THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL RESTRICTED STOCK UNIT AWARD
This Appendix includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award or the Plan.
This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the RSUs, or when the Participant sells the Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, the Participant understands that if he or she a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Award Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Int'l Time-Based RSUs                     -12-




AUSTRALIA
Notifications

Securities Law Information. If the Participant acquires Shares under the Plan and offers his or her Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice with respect to his or her disclosure obligations prior to making any such offer.

Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report.
FRANCE
Terms and Conditions
Language Consent
By accepting the RSUs, Participant confirms having read and understood the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.
En acceptant les RSUs, le Participant confirme avoir lu et compris le Plan et l'attribution, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Exchange Control Information. The Participant must comply with the exchange control regulations in France. If the Participant retains Shares acquired under the Plan outside France or maintains a foreign bank account, the Participant is required to report such to the French tax authorities when filing the Participant’s annual tax return.
Awards Not Tax-Qualified. The Participant understands that the RSUs are not intended to be French tax-qualified.


NETHERLANDS

Terms and Conditions
Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:

If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date due to death, Disability (as defined in the Plan) or retirement (meaning the employee can meet the definition of “Retirement” set forth in the Plan and is eligible to receive and will receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract) any unvested RSUs shall become fully vested as of the employment termination date

Int'l Time-Based RSUs                     -13-




(such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than death, Disability or retirement (as defined above) and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs.

SINGAPORE
Terms and Conditions
Securities Law Information. The RSUs are being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such RSU grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the RSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Director Notification Requirement. Directors of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., unvested RSUs, Shares, etc.) in the Company or any Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming a director.
UNITED KINGDOM
Terms and Conditions
Withholding Taxes. This provision supplements Section 8 of the Award:
If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the income tax, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Award or by demanding cash or a cheque from the Participant.
Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and income tax is not collected from or paid by the Participant within 90 days of the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or the Employer (as applicable) the value of any employee NICs due on this additional benefit, which the Participant agrees the Company or the Employer may recover at any time thereafter by any of the means referred to in Section 8 of the Award.

Int'l Time-Based RSUs                     -14-




RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the RSUs are payable in Shares only.
Termination of Employment On or After One Year Anniversary of Grant. This provision replaces Section 4 of the Award:
If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date due to death or Disability (as defined in the Plan), any unvested RSUs shall become fully vested as of the employment termination date (such accelerated vesting date, also being referred to herein as a Vesting Date). If the Participant’s ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than death or Disability and prior to any applicable Vesting Date, the Participant shall forfeit all rights to and interests in the unvested RSUs. Notwithstanding any provision in the Plan to the contrary, due to legal restrictions, if the Participant ceases to provide services as an employee of the Company and its Affiliates for reason of Retirement on or after the first anniversary of the Award Date, the vesting of the RSU shall not be accelerated and any unvested RSUs shall be forfeited as of the date the Participant ceases to provide services as an employee of the Company and its Affiliates.





Int'l Time-Based RSUs                     -15-

EX-10.79 11 a201310k-exhibit1079.htm STOCK INCENTIVE PLAN INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.79


Exhibit 10.79
    
THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Leveraged RSUs)
(<award_date>)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

Int’l Performance Leveraged RSUs                    -1-



4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

Int’l Performance Leveraged RSUs                    -2-



employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale

Int’l Performance Leveraged RSUs                    -3-



of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

Int’l Performance Leveraged RSUs                    -4-



13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

Int’l Performance Leveraged RSUs                    -5-



to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are Performance RSUs and the Shares subject to the Performance RSUs intended to replace any pension rights or compensation. All decisions with respect to future Performance RSUs, if any, will be at the sole discretion of the Company. In consideration of the grant of Performance RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance RSUs resulting from the Participant ceasing to provide services to the Company or the Employer (regardless of the reason for the termination, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement) and the Participant irrevocably releases the Company, the Employer and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. The Participant’s employment or service relationship will be considered terminated as of the date the Participant is no longer providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award or determined by the Company, the Participant’s right to vest in Performance RSUs under the Plan, if any, will terminate as of the date that the Participant is no longer providing services as an employee. The Committee shall have the exclusive discretion to determine when the Participant is no longer providing services for purposes of the Participant’s Performance RSU grant. Unless otherwise provided in the Plan or Award or by the Company in its discretion, the Performance RSUs and benefits evidenced by this document do not create any entitlement to have the Performance RSUs transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted

Int’l Performance Leveraged RSUs                    -6-



for, in connection with any Change in Control or other corporate transaction affecting the Shares. Neither the Company, the Employer nor any Affiliate shall be liable to the Participant for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the Performance RSU or any amounts due to the Participant in the settlement of the Performance RSUs or the subsequent sale of any Shares acquired upon settlement.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all Performance RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any

Int’l Performance Leveraged RSUs                    -7-



time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant Performance RSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
18.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
19.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20.Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
21.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
22.Appendix. Notwithstanding any provisions in this Award, the Performance RSU shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the

Int’l Performance Leveraged RSUs                    -8-



countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award.
23.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
24.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
25.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
26.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.
27.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

Int’l Performance Leveraged RSUs                    -9-



(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.



Int’l Performance Leveraged RSUs                    -10-



IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.        THE DUN & BRADSTREET CORPORATION
    

By:______________________________

Int’l Performance Leveraged RSUs                    -11-




EXHIBIT A
PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Leveraged RSUs)

1.    Target Number. The target number of Performance RSUs subject to this Award is <shares_awarded> (the “Target Number”). The Target Number will be divided into three (3) equal tranches, with any fractional Performance RSUs resulting from such division to be added to the final tranche so that the sum of the three tranches equals the Target Number (each, an “Award Tranche”).
2.    Performance Periods and Vesting Dates.
Award Tranche
Installment Performance Period
Time-Based Vesting Date
First
January 1, 20XX - December 31, 20XX
(1-year period commencing on January 1st  that precedes the Award Date)
First anniversary of Award Date
Second
January 1, 20XX - December 31, 20XX
(2-year period commencing on the January 1st that precedes the Award Date)
Second anniversary of Award Date
Third
January 1, 20XX - December 31, 20XX
(3-year period commencing on the January 1st that precedes the Award Date)
Third anniversary of Award Date

3.    Vesting. Except as otherwise provided in Section 4 hereof, the Performance RSUs subject to each Award Tranche shall vest on the Time-Based Vesting Date (as set forth in Section 2) corresponding to the applicable Award Tranche based (i) on the value that the Shares has appreciated over the corresponding Installment Performance Period and (ii) the Participant’s continuous service as an employee of the Company or any of its Affiliates through the corresponding Time-Based Vesting Date. The Share value appreciation/depreciation shall be calculated based on the difference between (A) the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the first trading day of the applicable Installment Performance

Int’l Performance Leveraged RSUs                    -12-



Period, and (B) the average of the mean of the high and low trading price of the Shares for each trading day as reported on the New York Stock Exchange for the 30 consecutive trading days commencing on the date following the last day of the applicable Installment Performance Period. Any Performance RSUs subject to an Award Tranche that have not vested as of the corresponding Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of each Installment Performance Period, the Committee shall assess and, to the extent the Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of Share value appreciation, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below:
% of Stock Appreciation/Depreciation
% of Target
100%
200%
50%
150%
0%
100%
-25%
75%
-50%
50%
Below - 50%
0%
Interpolation in between

The performance goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent the Award is intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the performance goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the performance goals.
4.    Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, the Target Number relating to any subsequent Award Tranches, and (ii) in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, (A) the actual number of Performance RSUs subject to the Award Tranche that vest based on the

Int’l Performance Leveraged RSUs                    -13-



performance attainment level for such Award Tranche and (B) the Target Number corresponding to any subsequent Award Tranches.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, any unvested Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs on or after an immediately preceding Time-Based Vesting Date, a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any Award Tranche that would have been eligible to vest in each subsequent Time-Based Vesting Date if the employment of the Participant had continued through such date.; and (ii) in the event of a termination that occurs following the end of an Installment Performance Period applicable to an Award Tranche but prior to the corresponding Time-Based Vesting Date, (A) the actual number of Performance RSUs that vest based on the performance attainment level for such Award Tranche and (B) a pro rata portion of the actual number of Performance RSUs that vest based on the performance attainment level for any subsequent Award Tranches. The pro rata portion of the Performance RSUs payable under this Section 4(b) shall be calculated by multiplying the number of Performance RSUs that vest based on the performance attainment level, by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the applicable Installment Performance Period and the denominator of which is the number of months in the corresponding Installment Performance Period.
5.    Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: (i) within 60 days of the applicable Time-Based Vesting Date (including cases where the Participant terminates employment due to Retirement) or, (ii) if earlier, (1) within 60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 5(i) or (ii)(1).

Int’l Performance Leveraged RSUs                    -14-





Appendix
The Dun & Bradstreet Corporation
2009 Stock Incentive Plan
International Performance Restricted Stock Unit Award
This Appendix includes additional terms and conditions that govern the Performance RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award or the Plan.
This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the Performance RSUs, or when the Participant sells the Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, the Participant understands that if he or she a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Award Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Int’l Performance Leveraged RSUs                    -15-



AUSTRALIA
Notifications
Securities Law Information. If the Participant acquires Shares under the Plan and offers his or her Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice with respect to his or her disclosure obligations prior to making any such offer.
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report.
FRANCE
Terms and Conditions
Language Consent
By accepting the Performance RSUs, Participant confirms having read and understood the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.
En acceptant les Performance RSUs, le Participant confirme avoir lu et compris le Plan et l'attribution, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Exchange Control Information. The Participant must comply with the exchange control regulations in France. If the Participant retains Shares acquired under the Plan outside France or maintains a foreign bank account, the Participant is required to report such to the French tax authorities when filing the Participant’s annual tax return.
Performance RSUs Not Tax-Qualified. The Participant understands that the Performance RSUs are not intended to be French tax-qualified.


Int’l Performance Leveraged RSUs                    -16-



NETHERLANDS

Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract.
SINGAPORE
Terms and Conditions
Securities Law Information. The Performance RSUs are being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such Performance RSU grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Performance RSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Director Notification Requirement. Directors of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., unvested Performance RSUs, Shares) in the Company or any Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming a director.

Int’l Performance Leveraged RSUs                    -17-



UNITED KINGDOM
Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and retire at the Participant’s State Pension age directly following the termination date of his or her employment contract.
Withholding Taxes. This provision supplements Section 8 of the Award:
If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the income tax, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Award or by demanding cash or a cheque from the Participant.
Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and income tax is not collected from or paid by the Participant within 90 days of the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or the Employer (as applicable) the value of any employee NICs due on this additional benefit, which the Participant agrees the Company or the Employer may recover at any time thereafter by any of the means referred to in Section 8 of the Award.
RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, Performance RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the Performance RSUs are payable in Shares only.


Int’l Performance Leveraged RSUs                    -18-
EX-10.80 12 a201310k-exhibit1080.htm STOCK INCENTIVE PLAN INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.80


Exhibit 10.80

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Revenue Compound Annual Growth Rate)
(<award_date>)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

Int’l Performance RSUs (CAGR)                    -1-




4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)    The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

Int’l Performance RSUs (CAGR)                    -2-




employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)    Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)    Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds

Int’l Performance RSUs (CAGR)                    -3-




of the sale of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

Int’l Performance RSUs (CAGR)                    -4-




13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

Int’l Performance RSUs (CAGR)                    -5-




to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are Performance RSUs and the Shares subject to the Performance RSUs intended to replace any pension rights or compensation. All decisions with respect to future Performance RSUs, if any, will be at the sole discretion of the Company. In consideration of the grant of Performance RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance RSUs resulting from the Participant ceasing to provide services to the Company or the Employer (regardless of the reason for the termination, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement) and the Participant irrevocably releases the Company, the Employer and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. The Participant’s employment or service relationship will be considered terminated as of the date the Participant is no longer providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award or determined by the Company, the Participant’s right to vest in Performance RSUs under the Plan, if any, will terminate as of the date that the Participant is no longer providing services as an employee. The Committee shall have the exclusive discretion to determine when the Participant is no longer providing services for purposes of the Participant’s Performance RSU grant. Unless otherwise provided in the Plan or Award or by the Company in its discretion, the Performance RSUs and benefits evidenced by this document do not create any entitlement to have the Performance RSUs transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted

Int’l Performance RSUs (CAGR)                    -6-




for, in connection with any Change in Control or other corporate transaction affecting the Shares. Neither the Company, the Employer nor any Affiliate shall be liable to the Participant for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the Performance RSU or any amounts due to the Participant in the settlement of the Performance RSUs or the subsequent sale of any Shares acquired upon settlement.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all Performance RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any

Int’l Performance RSUs (CAGR)                    -7-




time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant Performance RSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
18.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
19.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20.Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
21.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
22.Appendix. Notwithstanding any provisions in this Award, the Performance RSU shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the

Int’l Performance RSUs (CAGR)                    -8-




countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award.
23.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
24.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
25.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
26.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.
27.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

Int’l Performance RSUs (CAGR)                    -9-




(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

Int’l Performance RSUs (CAGR)                    -10-




IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.
THE DUN & BRADSTREET CORPORATION
    
By:______________________________


Int’l Performance RSUs (CAGR)                    -11-




EXHIBIT A
Performance Restricted Stock Unit Award
(Revenue Compound Annual Growth Rate)

1.Target Number. The target number of Performance RSUs subject to this Award is: <shares_awarded> (the “Target Number”).
2.Performance Period. Three-year period beginning January 1, 20XX and ending on December 31, 20XX (the “Performance Period”).
3.Time-Based Vesting Dates.
Third anniversary of the Award Date: 50% of the Eligible Performance RSUs (as defined below)
Fourth anniversary of the Award Date: 50% of the Eligible Performance RSUs.
(each, a “Time-Based Vesting Date”).
4.    Vesting. Except as otherwise provided in Section 5 hereof, the Performance RSUs shall vest on the applicable Time-Based Vesting Dates (i) based on the level of attainment of Revenue Compound Annual Growth Rate (“Revenue CAGR” or “Performance Goal”) of the Company during the Performance Period and (ii) as long as the Participant remains in continuous service as an employee of the Company and any of its Affiliates through the applicable Time-Based Vesting Dates. Any Performance RSUs that have not vested as of the applicable Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of the Performance Period, the Committee shall assess and, to the extent this Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of the Performance Goal, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below. The number of Performance RSUs that shall be eligible to vest (the “Eligible Performance RSUs”) on the applicable Time-Based Vesting Dates shall be equal to the product of (a) the attainment percentage (as determined in accordance with the guidance below), multiplied by (b) the Target Number.
Revenue CAGR. Revenue CAGR shall be defined as (i) the ratio of the ending value to the beginning value (e.g., $2,210M divided by $1,700M equals 1.30), (ii) raised to the power of 1/3 (i.e., one (1) divided by the number of years in the Performance Period), and (iii) subtracting one (1) from the final result (e.g., 1.30 power of 1/3 equals 1.091, minus one (1) equals 0.091 or 9.1%).

Int’l Performance RSUs (CAGR)                    -12-




The Committee shall assign a percentage of attainment of the Revenue CAGR Performance Goal based on the following:
3-year Revenue CAGR
Revenue CAGR Attainment
6.0%
200%
3.0%
100%
1.0%
25%
<1.0%
0%
Interpolation between attainment level
The Performance Goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent the Performance RSUs are intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the Performance Goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the Performance Goals.
5.    Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall vest as follows: (i) if the termination occurs prior to the last day of the Performance Period, the Target Number shall vest, and (ii) if the termination occurs following the end of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date shall vest.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, the Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs prior to the last day of the Performance Period, a pro rata portion of the number of Eligible Performance RSUs and (ii) in the event of a termination that occurs following the last day of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date. The pro rata portion of the Performance RSUs that vest pursuant to Section 5(b)(i) hereof shall be calculated by multiplying the Eligible Performance RSUs by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the Performance Period and the denominator of which is thirty-six (36).
    

Int’l Performance RSUs (CAGR)                    -13-




6.    Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to vested Performance RSUs shall be delivered: (i)  within 60 days of the applicable Time-Based Vesting Dates (including cases where the Participant terminates employment due to Retirement); or (ii) if earlier, (1) within 60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 6(i) or (ii)(1).


Int’l Performance RSUs (CAGR)                    -14-




Appendix
The Dun & Bradstreet Corporation
2009 Stock Incentive Plan
International Performance Restricted Stock Unit Award
This Appendix includes additional terms and conditions that govern the Performance RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award or the Plan.
This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the Performance RSUs, or when the Participant sells the Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, the Participant understands that if he or she a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Award Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Int’l Performance RSUs (CAGR)                    -15-




AUSTRALIA
Notifications
Securities Law Information. If the Participant acquires Shares under the Plan and offers his or her Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice with respect to his or her disclosure obligations prior to making any such offer.
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report.
FRANCE
Terms and Conditions
Language Consent
By accepting the Performance RSUs, Participant confirms having read and understood the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.
En acceptant les Performance RSUs, le Participant confirme avoir lu et compris le Plan et l'attribution, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Exchange Control Information. The Participant must comply with the exchange control regulations in France. If the Participant retains Shares acquired under the Plan outside France or maintains a foreign bank account, the Participant is required to report such to the French tax authorities when filing the Participant’s annual tax return.
Performance RSUs Not Tax-Qualified. The Participant understands that the Performance RSUs are not intended to be French tax-qualified.


Int’l Performance RSUs (CAGR)                    -16-




NETHERLANDS

Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract.
SINGAPORE
Terms and Conditions
Securities Law Information. The Performance RSUs are being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such Performance RSU grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Performance RSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Director Notification Requirement. Directors of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., unvested Performance RSUs, Shares) in the Company or any Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming a director.

Int’l Performance RSUs (CAGR)                    -17-




UNITED KINGDOM
Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and retire at the Participant’s State Pension age directly following the termination date of his or her employment contract.
Withholding Taxes. This provision supplements Section 8 of the Award:
If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the income tax, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Award or by demanding cash or a cheque from the Participant.
Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and income tax is not collected from or paid by the Participant within 90 days of the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or the Employer (as applicable) the value of any employee NICs due on this additional benefit, which the Participant agrees the Company or the Employer may recover at any time thereafter by any of the means referred to in Section 8 of the Award.
RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, Performance RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the Performance RSUs are payable in Shares only.



Int’l Performance RSUs (CAGR)                    -18-

EX-10.81 13 a201310k-exhibit1081.htm STOCK INCENTIVE PLAN INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD 2013 10K-Exhibit 10.81


Exhibit 10.81

THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD
(Total Shareholder Return)
(<award_date>)

This PERFORMANCE RESTRICTED STOCK UNIT AWARD (this “Award”) is being granted to <first_name> <last_name> (the “Participant”) as of <award_date> (the “Award Date”) by THE DUN & BRADSTREET CORPORATION (the “Company”) pursuant to THE DUN & BRADSTREET CORPORATION 2009 STOCK INCENTIVE PLAN (As Amended and Restated With Respect to Awards Granted Under the Plan on or after January 1, 2013) (the “Plan”). Capitalized terms not defined in this Award have the meanings ascribed to them in the Plan.
1.Grant of Performance Restricted Stock Units. The Company hereby awards to the Participant pursuant to the Plan the number of performance restricted stock units (“Performance RSUs”) as set forth in Exhibit A. A Performance RSU constitutes an unfunded and unsecured promise of the Company to deliver (or cause to be delivered) to the Participant, subject to the terms of this Award and the Plan, one share of the Company’s common stock, par value $.01 (“Share”) for each Performance RSU that vests in accordance with the terms and conditions of Section 2 below and Exhibit A. Until delivery of the Shares, the Participant has only the rights of a general unsecured creditor of the Company, and no rights as a shareholder of the Company.
2.Vesting. Subject to Sections 3, 4, and 9 below, the Performance RSUs shall vest in accordance with the performance-based and time-based vesting conditions, as applicable, set forth in Exhibit A. Notwithstanding provisions to the contrary and subject to the provisions of Section 8 below, the Company may cause such number of Performance RSUs to vest prior to the vesting dates and issuance of the Company’s common stock in satisfaction thereof to the extent necessary to satisfy any Tax-Related Items (as defined in Section 8 below) that may arise before the vesting dates.
3.Termination of Employment Before One Year Anniversary of Grant. If the Participant ceases to provide services as an employee of the Company and its Affiliates for any reason prior to the one-year anniversary of the Award Date, the Participant shall forfeit all rights to and interests in the Performance RSUs.

Int’l Performance RSUs (TSR)                        -1-




4.Termination of Employment On or After One Year Anniversary of Grant.
(a) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date as a result of Retirement, death or Disability, the Participant shall vest in the Performance RSUs to the extent provided in Exhibit A.
(b) If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one year anniversary of the Award Date for any reason other than Retirement, death or Disability, the Participant shall forfeit all rights to and interests in the unvested Performance RSUs.
5.Voting. The Participant will not have any rights of a shareholder of the Company with respect to Performance RSUs until delivery of the underlying Shares.
6.Dividend Equivalents. The Participant will not be entitled to dividends or dividend equivalents with respect to the Performance RSUs.
7.Transfer Restrictions. The Performance RSUs are non-transferable and may not be assigned, pledged or hypothecated and shall not be subject to execution, attachment or similar process. Upon any attempt to effect any such disposition, or upon the levy of any such process, the Performance RSUs that have not been settled shall immediately be forfeited.
8.Withholding Taxes.
(a)The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”) is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Performance RSU, including, but not limited to, the grant, vesting or settlement of the Performance RSU, the subsequent sale of Shares acquired pursuant to the settlement and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Performance RSU to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, the Participant acknowledges that the Company and/or the Employer (or former

Int’l Performance RSUs (TSR)                        -2-




employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
(b)Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy Tax-Related Items. In this regard, the Participant authorizes the Company or its agents, at its discretion, to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon vesting and settlement of the Performance RSU. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by the Participant’s acceptance of the Performance RSU, the Participant authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on the Participant’s behalf a whole number of Shares from those Shares issuable to the Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Anything in this Section 8 to the contrary notwithstanding, to avoid a prohibited acceleration under Code Section 409A, the number of Shares subject to Performance RSUs that will be permitted to be released and withheld (or sold on the Participant’s behalf) to satisfy any Tax-Related Items arising prior to the date the Shares are scheduled to be delivered pursuant to Section 10 for any portion of the Performance RSUs that is considered nonqualified deferred compensation subject to Code Section 409A shall not exceed the number of Shares that equals the liability for the Tax-Related Items.
(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Performance RSU, notwithstanding that a number of Shares are held back solely for the purpose of paying the Tax-Related Items.
(d)Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale

Int’l Performance RSUs (TSR)                        -3-




of Shares if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
9.Change in Control. Notwithstanding anything to the contrary in Section 3 and 4, if there is a Change in Control of the Company prior to the payment of the Award, the terms set forth in Section 6(d)(iii) of the Plan (including Good Reason protection under Section 6(d)(iii)(ii) thereof) shall govern.
10.Delivery of Shares.
(a)The Shares shall be delivered within such times as set forth on Exhibit A.
(b)Anything in the provisions of this Award to the contrary notwithstanding, the delivery of the Shares subject to the Award or any other payment under this Award that constitutes an item of deferred compensation under Code Section 409A and becomes payable to the Participant by reason of his or her termination of employment shall not be made to such Participant unless his or her termination of employment constitutes a “separation from service” (within the meaning of Code Section 409A). In addition, if such Participant is at the time of such separation from service a “specified employee” (within the meaning of Code Section 409A), the delivery of the Shares (or other payment) described in the foregoing sentence shall be made to the Participant on the earlier of (i) the first day immediately following the expiration of the six-month period measured from such Participant’s separation from service, or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under U.S. Treasury Regulations issued under Code Section 409A.
(c)Until the Company determines otherwise, delivery of Shares on each applicable settlement date will be administered by the Company’s transfer agent or an independent third-party broker selected from time to time by the Company.
11.Change in Capital Structure. The terms of this Award, including the number of Performance RSUs, shall be adjusted in accordance with Section 13 of the Plan as the Committee determines is equitably required in the event the Company effects one or more stock dividends, stock split-ups, subdivisions or consolidations of Shares or other similar changes in capitalization.
12.Detrimental Conduct Agreement. The obligations of the Company under this Award are subject to the Participant’s timely execution, delivery and compliance with the Detrimental Conduct Agreement in the form provided by the Company to the Participant.

Int’l Performance RSUs (TSR)                        -4-




13.Code Section 409A. This Award is intended to be exempt from or compliant with Code Section 409A and the U.S. Treasury Regulations relating thereto so as not to subject the Participant to the payment of additional taxes and interest under Code Section 409A. In furtherance of this intent, the provisions of this Award will be interpreted, operated, and administered in a manner consistent with these intentions. The Committee may modify the terms of this Award, the Plan or both, without the consent of the Participant, beneficiary or such other person, in the manner that the Committee may determine to be necessary or advisable in order to comply with Code Section 409A and to avoid the imposition of any penalty tax or other adverse tax consequences under Code Section 409A. This Section 13 does not create an obligation on the part of the Company to modify the terms of this Award or the Plan and does not guarantee that the Award or the delivery of Shares under the Award will not be subject to taxes, interest and penalties or any other adverse tax consequences under Code Section 409A. The Company will have no liability to the Participant or any other party if the Award, the delivery of Shares upon settlement of the Award or other payment hereunder that is intended to be exempt from, or compliant with, Code Section 409A, is not so exempt or compliant or for any action taken by the Committee with respect thereto.
14.Entire Agreement. The Plan is incorporated herein by reference and a copy of the Plan can be requested from the Corporate Secretary, The Dun & Bradstreet Corporation, 103 JFK Parkway, Short Hills, New Jersey 07078. The Plan and this Award (including the appendix) constitute the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior understandings and agreements with respect to such subject matter. To the extent any provision of this Award is inconsistent or in conflict with any term or provision of the Plan, the Plan shall govern. Any action taken or decision made by the Committee arising out of or in connection with the construction, administration, interpretation or effect of this Award shall be within its sole and absolute discretion and shall be final, conclusive and binding on the Participant and all persons claiming under or through the Participant.
15.No Rights to Continued Employment. Nothing contained in the Plan or this Award shall give the Participant any right to be retained in the employment of the Company or its Affiliates or affect the right of any such Employer to terminate the Participant. The adoption and maintenance of the Plan shall not constitute an inducement to, or condition of, the employment of any Participant. The Plan is a discretionary plan, and participation by the Participant is purely voluntary. The future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty. Participation in the Plan with respect

Int’l Performance RSUs (TSR)                        -5-




to this Award shall not entitle the Participant to participate with respect to any other award in the future, or benefits in lieu of Performance RSUs, even if Performance RSUs have been granted in the past. Any payment or benefit paid to the Participant with respect to this Award shall not be considered to be part of the Participant’s “salary,” and thus, shall not be taken into account for purposes of calculating any termination indemnity, severance pay, redundancy, dismissal, end of service payment, bonuses, long-term service awards, retirement, pension payment, welfare benefits, or any other employee benefits. In no event should the Award be considered as compensation for or relating to, past services for the Company, the Employer, or any Affiliate of the Company, nor are Performance RSUs and the Shares subject to the Performance RSUs intended to replace any pension rights or compensation. All decisions with respect to future Performance RSUs, if any, will be at the sole discretion of the Company. In consideration of the grant of Performance RSUs, no claim or entitlement to compensation or damages shall arise from forfeiture of the Performance RSUs resulting from the Participant ceasing to provide services to the Company or the Employer (regardless of the reason for the termination, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of any employment agreement) and the Participant irrevocably releases the Company, the Employer and any Affiliate from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by accepting this Award, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim. The Participant’s employment or service relationship will be considered terminated as of the date the Participant is no longer providing services to the Company or one of its Affiliates (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of Participant’s employment agreement, if any), and unless otherwise expressly provided in this Award or determined by the Company, the Participant’s right to vest in Performance RSUs under the Plan, if any, will terminate as of the date that the Participant is no longer providing services as an employee. The Committee shall have the exclusive discretion to determine when the Participant is no longer providing services for purposes of the Participant’s Performance RSU grant. Unless otherwise provided in the Plan or Award or by the Company in its discretion, the Performance RSUs and benefits evidenced by this document do not create any entitlement to have the Performance RSUs transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted

Int’l Performance RSUs (TSR)                        -6-




for, in connection with any Change in Control or other corporate transaction affecting the Shares. Neither the Company, the Employer nor any Affiliate shall be liable to the Participant for any foreign exchange rate fluctuation between Participant’s local currency and the United States dollar that may affect the value of the Performance RSU or any amounts due to the Participant in the settlement of the Performance RSUs or the subsequent sale of any Shares acquired upon settlement.
16.Successors and Assigns. This Award shall be binding upon and inure to the benefit of all successors and assigns of the Company and the Participant, including without limitation, the estate of the Participant and the executor, administrator or trustee of such estate or any receiver or trustee in bankruptcy or representative of the Participant’s creditors.
17.Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Award by and among, as applicable, the Employer, and the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
The Participant understands that the Company, the Employer, and any Affiliate may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company or an Affiliate, details of all Performance RSUs or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the purpose of implementing, administering and managing the Plan. The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan. The Participant understands that the recipients of Data may be located in the United States or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any

Int’l Performance RSUs (TSR)                        -7-




time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. The Participant understands that he or she is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke his or her consent, the Participant’s employment status and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant the Participant Performance RSUs or other equity awards or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.
18.Severability. The terms or conditions of this Award shall be deemed severable and the invalidity or unenforceability of any term or condition hereof shall not affect the validity or enforceability of the other terms and conditions set forth herein.
19.No Advice Regarding Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding the Participant’s participation in the Plan, or the acquisition or sale of underlying Shares. The Participant is advised to consult with his or her personal tax, legal, and financial advisors regarding the decision to participate in the Plan before taking any action related to the Plan.
20.Language. If the Participant receives this Award or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.
21.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. The Participant hereby agrees that all on-line acknowledgements shall have the same force and effect as a written signature.
22.Appendix. Notwithstanding any provisions in this Award, the Performance RSU shall be subject to any special terms and conditions set forth in any Appendix to this Award for the Participant’s country. Moreover, if the Participant relocates to one of the

Int’l Performance RSUs (TSR)                        -8-




countries included in the Appendix, the special terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Award.
23.Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Performance RSU and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
24.Clawback/Recovery. If the Participant is now or is hereafter subject to any clawback policy that the Company has adopted or is required to adopt pursuant to listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other Applicable Law, the Performance RSUs will be subject to recoupment in accordance with such clawback policy.
25.Waiver. The Participant acknowledges that a waiver by the Company or breach of any provision of this Award shall not operate or be construed as a waiver of any other provision of this Award, or of any subsequent breach by the Participant or any other Participant.
26.Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on his or her country of residence, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is his or her responsibility to comply with any applicable restrictions, and the Participant is advised to speak to his or her personal advisor on this matter.
27.Governing Law.
(a)The laws of the State of New Jersey, U.S.A., including tort claims, (without giving effect to its conflicts of law principles) govern exclusively all matters arising out of or relating to this Award, including, without limitation, its validity, interpretation, construction, performance, and enforcement.

Int’l Performance RSUs (TSR)                        -9-




(b)Any party bringing a legal action or proceeding against any other party arising out of or relating to this Award shall bring the legal action or proceeding in the United States District Court for the District of New Jersey and any of the courts of the State of New Jersey, U.S.A.
(c)Each of the Company and the Participant waives, to the fullest extent permitted by law, (a) any objection which it may now or later have to the laying of venue of any legal action or proceeding arising out of or relating to this Award brought in any court of the State of New Jersey, U.S.A., or the United States District Court for the District of New Jersey, including, without limitation, a motion to dismiss on the grounds of forum non conveniens or lack of subject matter jurisdiction; and (b) any claim that any action or proceeding brought in any such court has been brought in an inconvenient forum.
(d)Each of the Company and the Participant submits to the exclusive jurisdiction (both personal and subject matter) of (a) the United States District Court for the District of New Jersey and its appellate courts, and (b) any court of the State of New Jersey, U.S.A., and its appellate courts, for the purposes of all legal actions and proceedings arising out of or relating to this Award.

Int’l Performance RSUs (TSR)                        -10-




IN WITNESS WHEREOF, this Performance Restricted Stock Unit Award has been duly executed as of the date first written above.

THE DUN & BRADSTREET CORPORATION
    
By:______________________________

Int’l Performance RSUs (TSR)                        -11-




EXHIBIT A
Performance Restricted Stock Unit Award
(Total Shareholder Return)
1.    Target Number. The target number of Performance RSUs subject to this Award is:     <shares_awarded> (the “Target Number”).
2.    Performance Period. Three-year period beginning January 1, 20XX and ending on December 31, 20XX (the “Performance Period”).
3.    Time-Based Vesting Dates.
Third anniversary of the Award Date: 50% of Eligible Performance RSUs (as defined below)
Fourth anniversary of the Award Date: 50% of Eligible Performance RSUs
(each, a “Time-Based Vesting Date”).
4.    Vesting. Except as otherwise provided in Section 5 hereof, the Performance RSUs shall vest on the applicable Time-Based Vesting Dates (i) based on the level of attainment of Total Shareholder Return (“TSR” or “Performance Goal”) of the Company during the Performance Period and (ii) as long as the Participant remains in continuous service as an employee of the Company and any its Affiliates through the applicable Time-Based Vesting Dates. Any Performance RSUs that have not vested as of the applicable Time-Based Vesting Date shall be forfeited.
As soon as practicable following the end of the Performance Period, the Committee shall assess and, to the extent this Award is intended to constitute “qualified performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, shall certify, the attainment level of the Performance Goal, and based on such attainment level, shall assign a percentage of attainment of between 0% and 200% (with attainment between the various levels of attainment subject to interpolation) in accordance with the schedule set forth below. The number of Performance RSUs that shall be eligible to vest (the “Eligible Performance RSUs”) on the applicable Time-Based Vesting Dates shall be equal to the product of (a) the attainment percentage (as determined in accordance with the guidance below), multiplied by (b) the Target Number.
Total Shareholder Return. The attainment level of the Performance Goal shall be based on the 3-year TSR attained by the Company relative to the 3-year TSR attained by the continuing companies in the peer group established by the Committee at the commencement of the Performance Period (and in no event after the 90th day following the beginning of the Performance Period) (the “S&P Peer Group”) based on percentile ranking.

Int’l Performance RSUs (TSR)                        -12-




The Committee shall assign a percentage of attainment of the Performance Goal based on the following:
3-year Relative S&P Peer Group TSR Percentile
TSR Attainment
80th
200%
50th
100%
30th
50%
<30th
0%
Interpolation between attainment levels
The Performance Goals shall be subject to the adjustments approved by the Committee and set forth in writing at the time the Performance Goals are approved, which adjustments shall be made in accordance with the requirements of Code Section 162(m) to the extent this Award is intended to constitute qualified performance-based compensation, provided that the Committee may exercise its discretion to adjust the Performance Goals in a manner that would result in a decrease to the number of the Performance RSUs that would otherwise vest based on the attainment of the Performance Goals.
5.    Termination of Employment.
(a)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to death or Disability, any unvested Performance RSUs shall vest as follows: (i) if the termination occurs prior to the last day of the Performance Period, the Target Number shall vest, and (ii) if the termination occurs following the end of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs corresponding to the subsequent Time-Based Vesting Date shall vest.
(b)If the Participant ceases to provide services as an employee of the Company and its Affiliates on or after the one-year anniversary of the Award Date due to Retirement, the Performance RSUs shall become vested with respect to: (i) in the event of a termination that occurs prior to the last day of the Performance Period, a pro rata portion of the number of Eligible Performance RSUs and (ii) in the event of a termination that occurs following the last day of the Performance Period but prior to a Time-Based Vesting Date, the number of Eligible Performance RSUs. The pro rata portion of the Performance RSUs that vest pursuant to Section 5(b)(i) hereof shall be calculated by multiplying the Eligible Performance RSUs by a fraction, the numerator of which is the number of whole months the Participant was actively providing services to the Company or any Affiliate during the Performance Period and the denominator of which is thirty-six (36).
6.    Delivery of Shares. Subject to Section 10 of the Award, the Shares corresponding to the vested Performance RSUs shall be delivered: (i) within 60 days of the applicable Time-Based Vesting Dates (including cases where the Participant terminates employment due to Retirement); or (ii) if earlier, (1) within

Int’l Performance RSUs (TSR)                        -13-




60 days of the Participant’s termination of employment due to death or Disability, or (2) as contemplated under Section 9 of the Award in connection with a Change in Control; provided, however, that if the Award constitutes an item of deferred compensation under Code Section 409A and the vesting event is a Change in Control that is not a “change in control event” within the meaning of Code Section 409A, the Shares shall be delivered on the earliest vesting event contemplated under this Section 6(i) or (ii)(1).

Int’l Performance RSUs (TSR)                        -14-





APPENDIX
THE DUN & BRADSTREET CORPORATION
2009 STOCK INCENTIVE PLAN
INTERNATIONAL PERFORMANCE RESTRICTED STOCK UNIT AWARD
This Appendix includes additional terms and conditions that govern the Performance RSUs granted to the Participant if the Participant resides in one of the countries listed herein. This Appendix forms part of the Award. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Award or the Plan.
This Appendix also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2014. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information noted herein as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time the Participant vests in the Performance RSUs, or when the Participant sells the Shares acquired under the Plan.
In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Company is not in a position to assure the Participant of any particular result. Accordingly, the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.
Finally, the Participant understands that if he or she a citizen or resident of a country other than the one in which the Participant is currently working, transfers employment after the Award Date, or is considered a resident of another country for local law purposes, the information contained herein may not apply to the Participant, and the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply.

Int’l Performance RSUs (TSR)                        -15-




AUSTRALIA
Notifications
Securities Law Information. If the Participant acquires Shares under the Plan and offers his or her Shares for sale to a person or entity resident in Australia, the offer may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice with respect to his or her disclosure obligations prior to making any such offer.
Exchange Control Information. Exchange control reporting is required for cash transactions exceeding A$10,000 and international fund transfers. The Australian bank assisting with the transaction will file the report. If there is no Australian bank involved in the transfer, the Participant will be required to file the report.
FRANCE
Terms and Conditions
Language Consent
By accepting the Performance RSUs, Participant confirms having read and understood the Plan and the Award, including all terms and conditions included therein, which were provided in the English language. Participant accepts the terms of those documents accordingly.
En acceptant les Performance RSUs, le Participant confirme avoir lu et compris le Plan et l'attribution, incluant tous leurs termes et conditions, qui ont été transmis en langue anglaise. Le Participant accepte les dispositions de ces documents en connaissance de cause.
Notifications
Exchange Control Information. The Participant must comply with the exchange control regulations in France. If the Participant retains Shares acquired under the Plan outside France or maintains a foreign bank account, the Participant is required to report such to the French tax authorities when filing the Participant’s annual tax return.
Performance RSUs Not Tax-Qualified. The Participant understands that the Performance RSUs are not intended to be French tax-qualified.


Int’l Performance RSUs (TSR)                        -16-




NETHERLANDS

Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and receive (pre)pension or early retirement benefits directly following the termination date of his or her employment contract.
SINGAPORE
Terms and Conditions
Securities Law Information. The Performance RSUs are being granted to the Participant pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant should note that such Performance RSU grant is subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore, or any offer of such subsequent sale of the Shares underlying the Performance RSU unless such sale or offer in Singapore is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.
Notifications
Director Notification Requirement. Directors of a Singaporean Affiliate are subject to certain notification requirements under the Singapore Companies Act. Directors must notify the Singapore Affiliate in writing of an interest (e.g., unvested Performance RSUs, Shares) in the Company or any Affiliate within two (2) business days of (i) its acquisition or disposal, (ii) any change in previously disclosed interest (e.g., when Shares acquired at vesting are sold), or (iii) becoming a director.

Int’l Performance RSUs (TSR)                        -17-




UNITED KINGDOM
Terms and Conditions
Termination of Employment. The following provisions supplement Section 5(b) of Exhibit A:
With respect to Retirement, the Participant must meet the definition of “Retirement” under Section 2 of the Plan and retire at the Participant’s State Pension age directly following the termination date of his or her employment contract.
Withholding Taxes. This provision supplements Section 8 of the Award:
If payment or withholding of the income tax due is not made within ninety (90) days of the event giving rise to the income tax, or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the “Due Date”), the amount of any uncollected income tax shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at the then-current Official Rate of Her Majesty’s Revenue and Customs (“HMRC”), it will be immediately due and repayable, and the Company or the Employer may recover it at any time thereafter by any of the means referred to in Section 8 of the Award or by demanding cash or a cheque from the Participant.
Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the U.S. Securities and Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director and income tax is not collected from or paid by the Participant within 90 days of the Due Date, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions (“NICs”) may be payable. The Participant acknowledges that the Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for paying to the Company or the Employer (as applicable) the value of any employee NICs due on this additional benefit, which the Participant agrees the Company or the Employer may recover at any time thereafter by any of the means referred to in Section 8 of the Award.
RSUs Payable in Shares. Notwithstanding any discretion in the Plan or anything to the contrary in the Award, Performance RSUs granted to the Participant in the United Kingdom do not provide any right for the Participant to receive a cash payment; the Performance RSUs are payable in Shares only.


Int’l Performance RSUs (TSR)                        -18-

EX-21.1 14 a201310k-exhibit211.htm SUBSIDIARIES OF THE REGISTRANT 2013 10K-Exhibit 21.1
Exhibit 21.1
Subsidiaries of The Dun & Bradstreet Corporation
As of December 31, 2013


Company Name
Place of Incorporation
 
 
Allbusiness.com
California
Arrebnac Pty. Limited
Australia
College Mercantile Pty. Ltd.
Australia
Corinthian Holdings, Inc.
Delaware
Corinthian Leasing Corporation
Delaware
D&B Acquisition Company Pty Ltd.
Australia
D&B Australasia Pty. Ltd.
Australia
D&B Australia Ltd. Partnership L.P.
Australia
D&B Business Information Solutions
Ireland
D&B Business Services Group Partnership
Delaware
D&B DBCC Holdings Pty. Ltd.
Australia
D&B Europe Limited
England
D&B Group Holdings (UK)
England
D&B Group Holdings Pty Limited
Australia
D&B Group Limited
Delaware / England
D&B Group Pty Ltd.
Australia
D&B Hold Company Pty Ltd.
Australia
D&B Holdings (UK)
England
D&B Holdings Australia Limited
England
D&B Holdings Pty Ltd.
Australia
D&B Information Services (M) Sdn. Bhd.
Malaysia
D&B International Holdings, B.V.
Netherlands
D&B Investing 1, LLC
Delaware
D&B Management Services Co.
Delaware
D&B Mauritius Ltd.
Mauritius
D&B Unit Trust
Australia
DBCC Pty. Ltd.
Australia
DBXB Netherlands B.V.
Netherlands
DBXB S.r.l.
Italy
Decision Intellect Pty. Ltd.
Australia
Decision Intellect Technologies Pty. Ltd.
Australia
Dun & Bradstreet (Asia Pacific) Pte. Ltd.
Singapore
Dun & Bradstreet (Australia) Group Pty. Ltd.
Australia
Dun & Bradstreet (Australia) Pty. Ltd.
Australia
Dun & Bradstreet (HK) Limited
Hong Kong
Dun & Bradstreet (New Zealand) Limited
New Zealand
Dun & Bradstreet (Nominees) Pty. Ltd.
Australia
Dun & Bradstreet (SCS) B.V.
Netherlands
Dun & Bradstreet (U.K.) Pension Plan Trustee Company Ltd
England
Dun & Bradstreet (Vietnam) LLC
Vietnam
Dun & Bradstreet Australia Holdings Pty Ltd.
Australia
Dun & Bradstreet B.V.
Netherlands

1



Company Name
Place of Incorporation
Dun & Bradstreet Belgium N.V.
Belgium / Delaware
Dun & Bradstreet C.I.S.
Russia
Dun & Bradstreet Computer Leasing, Inc.
Delaware
Dun & Bradstreet Credit Control, Ltd.
Delaware
Dun & Bradstreet de Mexico, S.A. de C.V.
Mexico
Dun & Bradstreet Deutschland GmbH
Delaware
Dun & Bradstreet Deutschland Holding GmbH
Germany
Dun & Bradstreet Do Brasil, Ltda.
Brazil / Delaware
Dun & Bradstreet Egypt for Information Services
Egypt
Dun & Bradstreet Europe, Ltd.
Delaware
Dun & Bradstreet European Business Information Center B.V.
Netherlands
Dun & Bradstreet Finance Limited
England
Dun & Bradstreet Financial Services Pty. Ltd.
Australia
Dun & Bradstreet Holdings B.V.
Netherlands
Dun & Bradstreet Holdings-France, Inc.
Delaware
Dun & Bradstreet Information Services India Pvt. Ltd.
India
Dun & Bradstreet Interfax B.V.
Netherlands
Dun & Bradstreet International Information Consultant (Shanghai) Co. Ltd.
China
Dun & Bradstreet International, Ltd.
Delaware
Dun & Bradstreet Investments Limited
England
Dun & Bradstreet Japan Ltd.
Japan
Dun & Bradstreet Limited
England
Dun & Bradstreet Marketing Pty. Ltd.
Australia
Dun & Bradstreet Marketing Services N.V.
Belgium
Dun & Bradstreet Nigeria Limited
Nigeria
Dun & Bradstreet North Africa Limited
Cayman Islands
Dun & Bradstreet Properties Limited
England
Dun & Bradstreet Pty. Ltd.
Australia
Dun & Bradstreet S.A.
Australia
Dun & Bradstreet S.A.
Uruguay
Dun & Bradstreet S.A.C.
Peru
Dun & Bradstreet Software Services International, Inc.
Georgia
Dun & Bradstreet Technologies & Data Services Private Limited
India
Dun & Bradstreet Unterstuetzungskasse GmbH
Germany
Dun & Bradstreet Ventures, Inc.
Delaware
Dun & Bradstreet, Inc.
Delaware
Dunbrad, Inc.
Delaware
Duns Investing Corporation
Delaware
Duns Investing VIII Corporation
Delaware
Dunservices
France
Dunsnet, LLC
Delaware
FCS Online Pty. Ltd.
Australia
Fivestar Data Australia Pty Ltd.
Australia

2



Company Name
Place of Incorporation
Hoover's, Inc.
Delaware
Ifico-Buergel AG
Switzerland
Kosmos Business Information Limited
England
MicroMarketing D&B (Beijing) Co. Ltd.
China
Milton Graham Lawyers Pty Ltd.
Australia
Milton Graham Lawyers S.A.
Australia
MSA Do Brasil Sistemas E Metados Ltda.
Brazil
Perceptive Communication Pty Ltd
Australia
Predictive Analytics Decision Services (UK) Ltd.
England
Predictive Analytics Decision Services (USA) Inc.
Delaware
Predictive Analytics Mauritius Holding Limited
Mauritius
Purisma Incorporated
Delaware
RoadWay International Limited
British Virgin Islands
Shanghai Huaxia Dun & Bradstreet Business Information Consulting Co., Limited
China
Shanghai RoadWay D&B Marketing Services Co., Ltd.
China
Stubbs (Ireland) Limited
Ireland
The D&B Companies of Canada Ltd.
Ontario, Canada
The Dun & Bradstreet Corporation Foundation
Delaware
Tradethink Limited
Cyprus
Triopax Investments Limited
Cyprus


3

EX-23.1 15 a201310k-exhibit231.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2013 10K-Exhibit 23.1
Exhibit 23.1


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (Registration No. 333-182222) and on Form S-8 (Registration Nos. 333-189289, 333-161058, 333-145191, 333-85972, 333-52430, 333-46826, 333-46732, and 333-46122) of The Dun & Bradstreet Corporation of our report dated February 28, 2014 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.  


/s/ PricewaterhouseCoopers LLP
New York, NY
February 28, 2014



EX-31.1 16 a201310k-exhibit311.htm CERTIFICATION OF THE CEO PURSUANT TO RULE 13A-14(A)/15(D)-14(A) 2013 10K-Exhibit 31.1


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

Date:
February 28, 2014



EX-31.2 17 a201310k-exhibit312.htm CERTIFICATION OF THE CFO PURSUANT TO RULE 13A-14(A)/15(D)-14(A) 2013 10K-Exhibit 31.2


Exhibit 31.2
CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
I, Richard H. Veldran, certify that:
1. I have reviewed this Annual Report on Form 10-K of The Dun & Bradstreet Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
                    
By:
 
/s/ RICHARD H. VELDRAN
 
 
Richard H. Veldran
 
 
Senior Vice President and Chief Financial Officer
Date:
February 28, 2014



EX-32.1 18 a201310k-exhibit321.htm CERTIFICATION OF THE CEO PURSUANT TO 18 U.S.C. SECTION 1350 2013 10K-Exhibit 32.1


Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of The Dun & Bradstreet Corporation (the “Company”) for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert P. Carrigan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
                        
By:
/s/ ROBERT P. CARRIGAN
 
Robert P. Carrigan
 
President and Chief Executive Officer
Date:
February 28, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.



EX-32.2 19 a201310k-exhbit322.htm CERTIFICATION OF THE CFO PURSUANT TO 18 U.S.C. SECTION 1350 2013 10K-Exhbit 32.2


Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report on Form 10-K of The Dun & Bradstreet Corporation (the “Company”) for the period ending December 31, 2013 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Richard H. Veldran, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:
/s/ RICHARD H. VELDRAN
 
Richard H. Veldran
 
Senior Vice President and Chief Financial Officer
Date:
February 28, 2014
A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to The Dun & Bradstreet Corporation and will be retained by The Dun & Bradstreet Corporation and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.



EX-101.INS 20 dnb-20131231.xml XBRL INSTANCE DOCUMENT 0001115222 dnb:InternationalBusinessMachinesMember 2004-10-01 2004-10-31 0001115222 dnb:AcxiomCorporationMember 2006-07-01 2006-07-31 0001115222 us-gaap:MaximumMember 2007-06-29 2007-06-30 0001115222 us-gaap:MinimumMember 2007-06-29 2007-06-30 0001115222 dnb:AcxiomCorporationMember 2008-08-01 2008-08-31 0001115222 dnb:StockRepurchasePlanTwentyZeroNineMember dnb:CommonStockRepurchaseProgramMember 2009-01-31 2009-02-27 0001115222 us-gaap:SeriesBPreferredStockMember 2009-02-23 2009-02-24 0001115222 2009-03-30 2009-03-31 0001115222 dnb:AcxiomCorporationMember 2009-05-01 2009-05-31 0001115222 dnb:StockRepurchasePlanTwentyZeroSevenMember dnb:CommonStockRepurchaseProgramMember 2009-01-01 2009-12-29 0001115222 2010-04-29 2010-04-30 0001115222 dnb:ShareRepurchaseProgramTwentyTenMember dnb:RepurchaseProgramToMitigateDilutiveEffectMember 2010-05-01 2010-05-30 0001115222 dnb:ConvergysCustomerManagementGroupMember 2010-12-01 2010-12-31 0001115222 dnb:SeniorNotesDueMarchTwentyElevenMember 2010-10-25 2010-11-29 0001115222 dnb:SeniorNotesDueNovemberTwentyFifteenMember 2010-10-25 2010-11-29 0001115222 dnb:SeniorNotesDueMarchTwentyElevenMember 2010-01-01 2010-12-31 0001115222 dnb:SeniorNotesDueMarchTwentyElevenMember 2010-10-01 2010-12-31 0001115222 dnb:AcxiomCorporationMember 2011-05-01 2011-05-31 0001115222 us-gaap:CashFlowHedgingMember 2011-09-27 2011-10-25 0001115222 dnb:AcxiomCorporationMember 2011-12-01 2011-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2011-12-01 2011-12-31 0001115222 dnb:StockRepurchasePlanOneMember dnb:CommonStockRepurchaseProgramMember 2011-09-29 2011-10-30 0001115222 dnb:AllBusinessIncMember 2012-01-31 2012-02-28 0001115222 dnb:JapaneseJointVentureDomesticMember 2012-01-31 2012-02-28 0001115222 dnb:ChineseMarketResearchJointVentureMember 2012-01-01 2012-01-30 0001115222 dnb:PurismaMember 2012-01-01 2012-01-30 0001115222 2012-03-10 2012-03-12 0001115222 dnb:StockRepurchasePlanOneMember dnb:CommonStockRepurchaseProgramMember 2012-07-31 2012-08-31 0001115222 dnb:IndianResearchAndAdvisoryServicesMember 2012-09-01 2012-09-30 0001115222 dnb:ShareRepurchaseProgramTwentyTenMember dnb:RepurchaseProgramToMitigateDilutiveEffectMember us-gaap:SubsequentEventMember 2014-01-01 2014-02-27 0001115222 dnb:StockRepurchasePlanOneMember us-gaap:SubsequentEventMember 2014-01-01 2014-02-27 0001115222 us-gaap:SubsequentEventMember 2014-01-01 2014-02-27 0001115222 dnb:PerformancebasedRestrictedStockUnitsandRestrictedStockMember 2011-01-01 2011-03-31 0001115222 dnb:ServicebasedRestrictedStockUnitsandRestrictedStockMember 2011-01-01 2011-03-31 0001115222 2011-07-01 2011-09-30 0001115222 dnb:ResearchAndDevelopmentServicesMember 2011-07-01 2011-09-30 0001115222 dnb:AllBusinessIncMember 2011-10-01 2011-12-31 0001115222 dnb:AllBusinessIncMember 2011-10-01 2011-12-31 0001115222 2011-01-01 2011-12-31 0001115222 dnb:AllBusinessIncMember 2011-01-01 2011-12-31 0001115222 dnb:ChineseMarketResearchJointVentureMember 2011-01-01 2011-12-31 0001115222 dnb:IndianResearchAndAdvisoryServicesMember 2011-01-01 2011-12-31 0001115222 dnb:JapaneseJointVentureDomesticMember 2011-01-01 2011-12-31 0001115222 dnb:PurismaMember 2011-01-01 2011-12-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember 2011-01-01 2011-12-31 0001115222 dnb:RiskManagementMember 2011-01-01 2011-12-31 0001115222 dnb:RiskManagementMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:RiskManagementMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:RiskManagementMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:RiskManagementMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember 2011-01-01 2011-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2011-01-01 2011-12-31 0001115222 us-gaap:EmployeeStockMember 2011-01-01 2011-12-31 0001115222 us-gaap:EmployeeStockOptionMember 2011-01-01 2011-12-31 0001115222 country:CA 2011-01-01 2011-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2011-01-01 2011-12-31 0001115222 us-gaap:ExecutiveOfficerMember 2011-01-01 2011-12-31 0001115222 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2011-01-01 2011-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2011-01-01 2011-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MaximumMember 2011-01-01 2011-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MinimumMember 2011-01-01 2011-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember 2011-01-01 2011-12-31 0001115222 us-gaap:CashFlowHedgingMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2011-01-01 2011-12-31 0001115222 us-gaap:ForeignExchangeContractMember dnb:NonoperatingIncomeExpenseMember 2011-01-01 2011-12-31 0001115222 us-gaap:ForeignExchangeOptionMember dnb:NonoperatingIncomeExpenseMember 2011-01-01 2011-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2011-01-01 2011-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember dnb:FixedRateDebtMember 2011-01-01 2011-12-31 0001115222 us-gaap:OtherIntangibleAssetsMember 2011-01-01 2011-12-31 0001115222 dnb:OtherIncomeExpenseMember us-gaap:AccumulatedTranslationAdjustmentMember 2011-01-01 2011-12-31 0001115222 us-gaap:OperatingExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2011-01-01 2011-12-31 0001115222 us-gaap:SellingGeneralAndAdministrativeExpensesMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2011-01-01 2011-12-31 0001115222 dnb:AcxiomCorporationMember 2011-01-01 2011-12-31 0001115222 dnb:AcxiomCorporationMember us-gaap:MaximumMember 2011-01-01 2011-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2011-01-01 2011-12-31 0001115222 dnb:InternationalBusinessMachinesMember 2011-01-01 2011-12-31 0001115222 us-gaap:PropertyPlantAndEquipmentMember 2011-01-01 2011-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2011-01-01 2011-12-31 0001115222 dnb:SeveranceAndTerminationMember 2011-01-01 2011-12-31 0001115222 dnb:SeveranceAndTerminationMember dnb:RestructuringPlanScenario3Member 2011-01-01 2011-12-31 0001115222 us-gaap:ContractTerminationMember 2011-01-01 2011-12-31 0001115222 us-gaap:ContractTerminationMember dnb:RestructuringPlanScenario3Member 2011-01-01 2011-12-31 0001115222 dnb:RestructuringPlanScenario3Member 2011-01-01 2011-12-31 0001115222 dnb:StockRepurchasePlanOneMember 2011-01-01 2011-12-31 0001115222 dnb:StockRepurchasePlanTwentyZeroNineMember 2011-01-01 2011-12-31 0001115222 dnb:CommonStockRepurchaseProgramMember 2011-01-01 2011-12-31 0001115222 dnb:RepurchaseProgramToMitigateDilutiveEffectMember 2011-01-01 2011-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2011-01-01 2011-12-31 0001115222 dnb:DreivativeGainsLossesDomain 2011-01-01 2011-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2011-01-01 2011-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2011-01-01 2011-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2011-01-01 2011-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2011-01-01 2011-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2011-01-01 2011-12-31 0001115222 us-gaap:ParentMember 2011-01-01 2011-12-31 0001115222 us-gaap:RetainedEarningsMember 2011-01-01 2011-12-31 0001115222 us-gaap:TreasuryStockMember 2011-01-01 2011-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2011-01-01 2011-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2011-01-01 2011-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 us-gaap:AsiaPacificMember 2011-01-01 2011-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2011-01-01 2011-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 us-gaap:NorthAmericaMember 2011-01-01 2011-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2011-01-01 2011-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 dnb:LegalFeeMember 2011-01-01 2011-12-31 0001115222 dnb:PensionPlansMember 2011-01-01 2011-12-31 0001115222 us-gaap:CorporateAndOtherMember 2011-01-01 2011-12-31 0001115222 us-gaap:CorporateMember 2011-01-01 2011-12-31 0001115222 us-gaap:InvestmentsMember 2011-01-01 2011-12-31 0001115222 us-gaap:OperatingSegmentsMember 2011-01-01 2011-12-31 0001115222 us-gaap:RestructuringChargesMember 2011-01-01 2011-12-31 0001115222 us-gaap:SegmentContinuingOperationsMember 2011-01-01 2011-12-31 0001115222 2012-01-01 2012-03-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember 2012-01-01 2012-03-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsandRestrictedStockMember 2012-01-01 2012-03-31 0001115222 dnb:ServicebasedRestrictedStockUnitsandRestrictedStockMember 2012-01-01 2012-03-31 0001115222 us-gaap:InterestRateContractMember 2012-01-01 2012-03-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-03-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember dnb:FixedRateDebtMember 2012-01-01 2012-03-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember us-gaap:OperatingExpenseMember 2012-01-01 2012-03-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember us-gaap:SellingGeneralAndAdministrativeExpensesMember 2012-01-01 2012-03-31 0001115222 us-gaap:CorporateAndOtherMember 2012-01-01 2012-03-31 0001115222 us-gaap:OperatingSegmentsMember 2012-01-01 2012-03-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2012-01-01 2012-03-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-01-01 2012-03-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-01-01 2012-03-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-01-01 2012-03-31 0001115222 us-gaap:AsiaPacificMember 2012-01-01 2012-03-31 0001115222 us-gaap:NorthAmericaMember 2012-01-01 2012-03-31 0001115222 dnb:LegalFeeMember 2012-01-01 2012-03-31 0001115222 us-gaap:CorporateMember 2012-01-01 2012-03-31 0001115222 us-gaap:InvestmentsMember 2012-01-01 2012-03-31 0001115222 us-gaap:RestructuringChargesMember 2012-01-01 2012-03-31 0001115222 2012-04-01 2012-06-30 0001115222 us-gaap:CorporateAndOtherMember 2012-04-01 2012-06-30 0001115222 us-gaap:OperatingSegmentsMember 2012-04-01 2012-06-30 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2012-04-01 2012-06-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-04-01 2012-06-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-04-01 2012-06-30 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-04-01 2012-06-30 0001115222 us-gaap:AsiaPacificMember 2012-04-01 2012-06-30 0001115222 us-gaap:NorthAmericaMember 2012-04-01 2012-06-30 0001115222 dnb:LegalFeeMember 2012-04-01 2012-06-30 0001115222 us-gaap:CorporateMember 2012-04-01 2012-06-30 0001115222 us-gaap:InvestmentsMember 2012-04-01 2012-06-30 0001115222 us-gaap:RestructuringChargesMember 2012-04-01 2012-06-30 0001115222 2012-07-01 2012-09-30 0001115222 us-gaap:CorporateAndOtherMember 2012-07-01 2012-09-30 0001115222 us-gaap:OperatingSegmentsMember 2012-07-01 2012-09-30 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2012-07-01 2012-09-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-07-01 2012-09-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-07-01 2012-09-30 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-07-01 2012-09-30 0001115222 us-gaap:AsiaPacificMember 2012-07-01 2012-09-30 0001115222 us-gaap:NorthAmericaMember 2012-07-01 2012-09-30 0001115222 dnb:LegalFeeMember 2012-07-01 2012-09-30 0001115222 us-gaap:CorporateMember 2012-07-01 2012-09-30 0001115222 us-gaap:InvestmentsMember 2012-07-01 2012-09-30 0001115222 us-gaap:RestructuringChargesMember 2012-07-01 2012-09-30 0001115222 2012-10-01 2012-12-31 0001115222 us-gaap:CorporateAndOtherMember 2012-10-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember 2012-10-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2012-10-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-10-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-10-01 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-10-01 2012-12-31 0001115222 us-gaap:AsiaPacificMember 2012-10-01 2012-12-31 0001115222 us-gaap:NorthAmericaMember 2012-10-01 2012-12-31 0001115222 dnb:LegalFeeMember 2012-10-01 2012-12-31 0001115222 us-gaap:CorporateMember 2012-10-01 2012-12-31 0001115222 us-gaap:InvestmentsMember 2012-10-01 2012-12-31 0001115222 us-gaap:RestructuringChargesMember 2012-10-01 2012-12-31 0001115222 2012-01-01 2012-12-31 0001115222 dnb:AllBusinessIncMember 2012-01-01 2012-12-31 0001115222 dnb:ChineseMarketResearchJointVentureMember 2012-01-01 2012-12-31 0001115222 dnb:IndianResearchAndAdvisoryServicesMember 2012-01-01 2012-12-31 0001115222 dnb:JapaneseJointVentureDomesticMember 2012-01-01 2012-12-31 0001115222 dnb:PurismaMember 2012-01-01 2012-12-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember 2012-01-01 2012-12-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember dnb:CorporateShutdownCostsMember 2012-01-01 2012-12-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember dnb:LocalShutdownCostsMember 2012-01-01 2012-12-31 0001115222 dnb:MedicalMember 2012-01-01 2012-12-31 0001115222 dnb:PrescriptionDrugBenefitsMember 2012-01-01 2012-12-31 0001115222 dnb:RiskManagementMember 2012-01-01 2012-12-31 0001115222 dnb:RiskManagementMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:RiskManagementMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:RiskManagementMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:RiskManagementMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember 2012-01-01 2012-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember 2012-01-01 2012-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2012-01-01 2012-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember 2012-01-01 2012-12-31 0001115222 us-gaap:EmployeeStockMember 2012-01-01 2012-12-31 0001115222 us-gaap:EmployeeStockOptionMember 2012-01-01 2012-12-31 0001115222 dnb:SeniorNotesDue2017Member 2012-01-01 2012-12-31 0001115222 dnb:SeniorNotesDue2022Member 2012-01-01 2012-12-31 0001115222 dnb:SeniorNotesDueTwentyThirteenMember 2012-01-01 2012-12-31 0001115222 dnb:SeniorNotesDueTwentyThirteenMember us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 dnb:SeniorNotesDueTwentyThirteenMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 us-gaap:RevolvingCreditFacilityMember 2012-01-01 2012-12-31 0001115222 us-gaap:DebtSecuritiesMember 2012-01-01 2012-12-31 0001115222 us-gaap:EquitySecuritiesMember 2012-01-01 2012-12-31 0001115222 us-gaap:RealEstateMember 2012-01-01 2012-12-31 0001115222 country:CA 2012-01-01 2012-12-31 0001115222 dnb:DefinedPensionAndOtherPostretirementPlansMember 2012-01-01 2012-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2012-01-01 2012-12-31 0001115222 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2012-01-01 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2012-01-01 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MaximumMember 2012-01-01 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MinimumMember 2012-01-01 2012-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember 2012-01-01 2012-12-31 0001115222 us-gaap:CashFlowHedgingMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2012-01-01 2012-12-31 0001115222 us-gaap:ForeignExchangeContractMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 us-gaap:ForeignExchangeOptionMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember dnb:FixedRateDebtMember 2012-01-01 2012-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2012-01-01 2012-12-31 0001115222 us-gaap:FairValueInputsLevel3Member 2012-01-01 2012-12-31 0001115222 dnb:PatentsAndOtherIntangibleAssetsMember 2012-01-01 2012-12-31 0001115222 us-gaap:CustomerRelationshipsMember 2012-01-01 2012-12-31 0001115222 us-gaap:OtherIntangibleAssetsMember 2012-01-01 2012-12-31 0001115222 dnb:OtherIncomeExpenseMember us-gaap:AccumulatedTranslationAdjustmentMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2012-01-01 2012-12-31 0001115222 us-gaap:SellingGeneralAndAdministrativeExpensesMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2012-01-01 2012-12-31 0001115222 dnb:AcxiomCorporationMember 2012-01-01 2012-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2012-01-01 2012-12-31 0001115222 dnb:InternationalBusinessMachinesMember 2012-01-01 2012-12-31 0001115222 us-gaap:PropertyPlantAndEquipmentMember 2012-01-01 2012-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2012-01-01 2012-12-31 0001115222 dnb:SeveranceAndTerminationMember 2012-01-01 2012-12-31 0001115222 dnb:SeveranceAndTerminationMember dnb:RestructuringPlanScenario2Member 2012-01-01 2012-12-31 0001115222 us-gaap:ContractTerminationMember 2012-01-01 2012-12-31 0001115222 us-gaap:ContractTerminationMember dnb:RestructuringPlanScenario2Member 2012-01-01 2012-12-31 0001115222 us-gaap:OneTimeTerminationBenefitsMember 2012-01-01 2012-12-31 0001115222 dnb:RestructuringPlanScenario2Member 2012-01-01 2012-12-31 0001115222 dnb:RestructuringPlanScenario3Member 2012-01-01 2012-12-31 0001115222 dnb:StockRepurchasePlanOneMember 2012-01-01 2012-12-31 0001115222 us-gaap:CorporateAndOtherMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2012-01-01 2012-12-31 0001115222 dnb:CommonStockRepurchaseProgramMember 2012-01-01 2012-12-31 0001115222 dnb:RepurchaseProgramToMitigateDilutiveEffectMember 2012-01-01 2012-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2012-01-01 2012-12-31 0001115222 dnb:DreivativeGainsLossesDomain 2012-01-01 2012-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2012-01-01 2012-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2012-01-01 2012-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2012-01-01 2012-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2012-01-01 2012-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2012-01-01 2012-12-31 0001115222 us-gaap:ParentMember 2012-01-01 2012-12-31 0001115222 us-gaap:RetainedEarningsMember 2012-01-01 2012-12-31 0001115222 us-gaap:TreasuryStockMember 2012-01-01 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-01-01 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 us-gaap:AsiaPacificMember 2012-01-01 2012-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 us-gaap:NorthAmericaMember 2012-01-01 2012-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 dnb:LegalFeeMember 2012-01-01 2012-12-31 0001115222 dnb:PensionPlansMember 2012-01-01 2012-12-31 0001115222 us-gaap:CorporateAndOtherMember 2012-01-01 2012-12-31 0001115222 us-gaap:CorporateMember 2012-01-01 2012-12-31 0001115222 us-gaap:InvestmentsMember 2012-01-01 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember 2012-01-01 2012-12-31 0001115222 us-gaap:RestructuringChargesMember 2012-01-01 2012-12-31 0001115222 us-gaap:SegmentContinuingOperationsMember 2012-01-01 2012-12-31 0001115222 2013-01-01 2013-03-31 0001115222 us-gaap:ContractTerminationMember 2013-01-01 2013-03-31 0001115222 us-gaap:CorporateAndOtherMember 2013-01-01 2013-03-31 0001115222 us-gaap:OperatingSegmentsMember 2013-01-01 2013-03-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2013-01-01 2013-03-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-01-01 2013-03-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-01-01 2013-03-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-01-01 2013-03-31 0001115222 us-gaap:AsiaPacificMember 2013-01-01 2013-03-31 0001115222 us-gaap:NorthAmericaMember 2013-01-01 2013-03-31 0001115222 dnb:LegalFeeMember 2013-01-01 2013-03-31 0001115222 us-gaap:CorporateMember 2013-01-01 2013-03-31 0001115222 us-gaap:RestructuringChargesMember 2013-01-01 2013-03-31 0001115222 2013-04-01 2013-06-30 0001115222 us-gaap:CorporateAndOtherMember 2013-04-01 2013-06-30 0001115222 us-gaap:OperatingSegmentsMember 2013-04-01 2013-06-30 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2013-04-01 2013-06-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-04-01 2013-06-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-04-01 2013-06-30 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-04-01 2013-06-30 0001115222 us-gaap:AsiaPacificMember 2013-04-01 2013-06-30 0001115222 us-gaap:NorthAmericaMember 2013-04-01 2013-06-30 0001115222 dnb:LegalFeeMember 2013-04-01 2013-06-30 0001115222 us-gaap:CorporateMember 2013-04-01 2013-06-30 0001115222 us-gaap:RestructuringChargesMember 2013-04-01 2013-06-30 0001115222 2013-07-01 2013-09-30 0001115222 us-gaap:CorporateAndOtherMember 2013-07-01 2013-09-30 0001115222 us-gaap:OperatingSegmentsMember 2013-07-01 2013-09-30 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2013-07-01 2013-09-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-07-01 2013-09-30 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-07-01 2013-09-30 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-07-01 2013-09-30 0001115222 us-gaap:AsiaPacificMember 2013-07-01 2013-09-30 0001115222 us-gaap:NorthAmericaMember 2013-07-01 2013-09-30 0001115222 dnb:LegalFeeMember 2013-07-01 2013-09-30 0001115222 us-gaap:CorporateMember 2013-07-01 2013-09-30 0001115222 us-gaap:RestructuringChargesMember 2013-07-01 2013-09-30 0001115222 2013-10-01 2013-12-31 0001115222 dnb:ChinaTradePortalMember 2013-10-01 2013-12-31 0001115222 us-gaap:OperatingExpenseMember 2013-10-01 2013-12-31 0001115222 us-gaap:SellingGeneralAndAdministrativeExpensesMember 2013-10-01 2013-12-31 0001115222 dnb:StockRepurchasePlanOneMember dnb:CommonStockRepurchaseProgramMember 2013-10-01 2013-12-31 0001115222 us-gaap:CorporateAndOtherMember 2013-10-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember 2013-10-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2013-10-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-10-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-10-01 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-10-01 2013-12-31 0001115222 us-gaap:AsiaPacificMember 2013-10-01 2013-12-31 0001115222 us-gaap:NorthAmericaMember 2013-10-01 2013-12-31 0001115222 dnb:LegalFeeMember 2013-10-01 2013-12-31 0001115222 us-gaap:CorporateMember 2013-10-01 2013-12-31 0001115222 us-gaap:RestructuringChargesMember 2013-10-01 2013-12-31 0001115222 2013-01-01 2013-12-31 0001115222 dnb:JapaneseJointVentureDomesticMember 2013-01-01 2013-12-31 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember dnb:CorporateShutdownCostsMember 2013-01-01 2013-12-31 0001115222 dnb:MedicalMember 2013-01-01 2013-12-31 0001115222 dnb:PrescriptionDrugBenefitsMember 2013-01-01 2013-12-31 0001115222 dnb:FiscalYear2020Member 2013-01-01 2013-12-31 0001115222 dnb:RiskManagementMember 2013-01-01 2013-12-31 0001115222 dnb:RiskManagementMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:RiskManagementMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:RiskManagementMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:RiskManagementMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember 2013-01-01 2013-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:SalesAndMarketingSolutionsMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:LeveragedRestrictedStockUnitsMember 2013-01-01 2013-12-31 0001115222 dnb:LeveragedRestrictedStockUnitsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 dnb:LeveragedRestrictedStockUnitsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 dnb:NonEmployeeDirectorMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithMarketConditionMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithMarketConditionMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithMarketConditionMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithPerformanceConditionMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithPerformanceConditionMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 dnb:PerformanceUnitswithPerformanceConditionMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember 2013-01-01 2013-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2013-01-01 2013-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember 2013-01-01 2013-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:EmployeeStockMember 2013-01-01 2013-12-31 0001115222 us-gaap:EmployeeStockOptionMember 2013-01-01 2013-12-31 0001115222 us-gaap:RestrictedStockUnitsRSUMember 2013-01-01 2013-12-31 0001115222 us-gaap:RevolvingCreditFacilityMember 2013-01-01 2013-12-31 0001115222 us-gaap:DebtSecuritiesMember 2013-01-01 2013-12-31 0001115222 us-gaap:EquitySecuritiesMember 2013-01-01 2013-12-31 0001115222 us-gaap:RealEstateMember 2013-01-01 2013-12-31 0001115222 dnb:DefinedPensionAndOtherPostretirementPlansMember 2013-01-01 2013-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2013-01-01 2013-12-31 0001115222 us-gaap:ForeignPensionPlansDefinedBenefitMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:ForeignPensionPlansDefinedBenefitMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2013-01-01 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2013-01-01 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember 2013-01-01 2013-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:CashFlowHedgingMember us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2013-01-01 2013-12-31 0001115222 us-gaap:ForeignExchangeContractMember dnb:NonoperatingIncomeExpenseMember 2013-01-01 2013-12-31 0001115222 us-gaap:ForeignExchangeOptionMember dnb:NonoperatingIncomeExpenseMember 2013-01-01 2013-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember 2013-01-01 2013-12-31 0001115222 us-gaap:InterestRateContractMember dnb:NonoperatingIncomeExpenseMember dnb:FixedRateDebtMember 2013-01-01 2013-12-31 0001115222 us-gaap:InterestRateContractMember 2013-01-01 2013-12-31 0001115222 us-gaap:FairValueInputsLevel3Member 2013-01-01 2013-12-31 0001115222 dnb:PatentsAndOtherIntangibleAssetsMember 2013-01-01 2013-12-31 0001115222 us-gaap:CustomerRelationshipsMember 2013-01-01 2013-12-31 0001115222 us-gaap:OtherIntangibleAssetsMember 2013-01-01 2013-12-31 0001115222 us-gaap:OtherIntangibleAssetsMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:OtherIntangibleAssetsMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:SoftwareDevelopmentMember 2013-01-01 2013-12-31 0001115222 dnb:OtherIncomeExpenseMember us-gaap:AccumulatedTranslationAdjustmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingExpenseMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:SellingGeneralAndAdministrativeExpensesMember us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:PendingLitigationMember 2013-01-01 2013-12-31 0001115222 dnb:AcxiomCorporationMember 2013-01-01 2013-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2013-01-01 2013-12-31 0001115222 dnb:InternationalBusinessMachinesMember 2013-01-01 2013-12-31 0001115222 us-gaap:BuildingMember 2013-01-01 2013-12-31 0001115222 us-gaap:EquipmentMember us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:EquipmentMember us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 us-gaap:PropertyPlantAndEquipmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:ComputerEquipmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:OtherMachineryAndEquipmentMember 2013-01-01 2013-12-31 0001115222 dnb:RestrictedStockAwardsAndRestrictedStockUnitsMember 2013-01-01 2013-12-31 0001115222 us-gaap:MaximumMember 2013-01-01 2013-12-31 0001115222 us-gaap:MinimumMember 2013-01-01 2013-12-31 0001115222 dnb:SeveranceAndTerminationMember 2013-01-01 2013-12-31 0001115222 dnb:SeveranceAndTerminationMember dnb:RestructuringPlanScenario1Member 2013-01-01 2013-12-31 0001115222 us-gaap:ContractTerminationMember 2013-01-01 2013-12-31 0001115222 us-gaap:ContractTerminationMember dnb:RestructuringPlanScenario1Member 2013-01-01 2013-12-31 0001115222 us-gaap:EmployeeSeveranceMember dnb:RestructuringPlanScenario1Member 2013-01-01 2013-12-31 0001115222 dnb:RestructuringPlanScenario1Member 2013-01-01 2013-12-31 0001115222 dnb:RestructuringPlanScenario2Member 2013-01-01 2013-12-31 0001115222 dnb:Range1Member 2013-01-01 2013-12-31 0001115222 dnb:Range2Member 2013-01-01 2013-12-31 0001115222 dnb:Range3Member 2013-01-01 2013-12-31 0001115222 dnb:Range4Member 2013-01-01 2013-12-31 0001115222 dnb:StockRepurchasePlanOneMember 2013-01-01 2013-12-31 0001115222 us-gaap:CorporateAndOtherMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember dnb:EuropeAndOtherInternationalMarketsMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:AsiaPacificMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember us-gaap:NorthAmericaMember 2013-01-01 2013-12-31 0001115222 dnb:CommonStockRepurchaseProgramMember 2013-01-01 2013-12-31 0001115222 dnb:RepurchaseProgramToMitigateDilutiveEffectMember 2013-01-01 2013-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2013-01-01 2013-12-31 0001115222 dnb:DreivativeGainsLossesDomain 2013-01-01 2013-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2013-01-01 2013-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2013-01-01 2013-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2013-01-01 2013-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2013-01-01 2013-12-31 0001115222 us-gaap:ParentMember 2013-01-01 2013-12-31 0001115222 us-gaap:RetainedEarningsMember 2013-01-01 2013-12-31 0001115222 us-gaap:TreasuryStockMember 2013-01-01 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-01-01 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 us-gaap:AsiaPacificMember 2013-01-01 2013-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 us-gaap:NorthAmericaMember 2013-01-01 2013-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 dnb:LegalFeeMember 2013-01-01 2013-12-31 0001115222 dnb:PensionPlansMember 2013-01-01 2013-12-31 0001115222 us-gaap:CorporateAndOtherMember 2013-01-01 2013-12-31 0001115222 us-gaap:CorporateMember 2013-01-01 2013-12-31 0001115222 us-gaap:InvestmentsMember 2013-01-01 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember 2013-01-01 2013-12-31 0001115222 us-gaap:RestructuringChargesMember 2013-01-01 2013-12-31 0001115222 us-gaap:SegmentContinuingOperationsMember 2013-01-01 2013-12-31 0001115222 us-gaap:SubsequentEventMember 2014-01-01 2014-03-31 0001115222 2010-12-31 0001115222 dnb:SeniorNotesDueNovemberTwentyFifteenMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2010-12-31 0001115222 dnb:SeveranceAndTerminationMember 2010-12-31 0001115222 us-gaap:ContractTerminationMember 2010-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2010-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2010-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2010-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2010-12-31 0001115222 us-gaap:CommonStockMember 2010-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2010-12-31 0001115222 us-gaap:ParentMember 2010-12-31 0001115222 us-gaap:RetainedEarningsMember 2010-12-31 0001115222 us-gaap:TreasuryStockMember 2010-12-31 0001115222 2011-09-30 0001115222 2011-12-31 0001115222 dnb:AllBusinessIncMember 2011-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2011-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2011-12-31 0001115222 us-gaap:FairValueInputsLevel3Member 2011-12-31 0001115222 dnb:PatentsAndOtherIntangibleAssetsMember 2011-12-31 0001115222 us-gaap:CustomerRelationshipsMember 2011-12-31 0001115222 dnb:AcxiomCorporationMember 2011-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2011-12-31 0001115222 dnb:StockIncentivePlan2000Member 2011-12-31 0001115222 dnb:StockIncentivePlan2009Member 2011-12-31 0001115222 dnb:SeveranceAndTerminationMember 2011-12-31 0001115222 us-gaap:ContractTerminationMember 2011-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2011-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2011-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2011-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2011-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2011-12-31 0001115222 us-gaap:CommonStockMember 2011-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2011-12-31 0001115222 us-gaap:ParentMember 2011-12-31 0001115222 us-gaap:RetainedEarningsMember 2011-12-31 0001115222 us-gaap:TreasuryStockMember 2011-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2011-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2011-12-31 0001115222 us-gaap:AsiaPacificMember 2011-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2011-12-31 0001115222 us-gaap:NorthAmericaMember 2011-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2011-12-31 0001115222 us-gaap:CorporateAndOtherMember 2011-12-31 0001115222 us-gaap:OperatingSegmentsMember 2011-12-31 0001115222 dnb:ShanghaiRoadwayIntangiblesPrepaidcostsandsoftwareMember 2012-03-31 0001115222 us-gaap:RevolvingCreditFacilityMember us-gaap:MaximumMember 2012-06-30 0001115222 2012-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember 2012-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember 2012-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember 2012-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2012-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember 2012-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2012-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2012-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember 2012-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2012-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2012-12-31 0001115222 us-gaap:AccountsPayableMember 2012-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember 2012-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2012-12-31 0001115222 us-gaap:OtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2012-12-31 0001115222 dnb:InternationalOperationsMember 2012-12-31 0001115222 dnb:SeniorNotesDue2017Member 2012-12-31 0001115222 dnb:SeniorNotesDue2022Member 2012-12-31 0001115222 dnb:SeniorNotesDueTwentyThirteenMember 2012-12-31 0001115222 us-gaap:RevolvingCreditFacilityMember 2012-12-31 0001115222 dnb:CommonAndPreferredStockMember 2012-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember 2012-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2012-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember 2012-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:BondsMember 2012-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:DebtSecuritiesMember 2012-12-31 0001115222 us-gaap:EquitySecuritiesMember 2012-12-31 0001115222 us-gaap:RealEstateFundsMember 2012-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:RealEstateInvestmentMember 2012-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:RealEstateMember 2012-12-31 0001115222 us-gaap:ShortTermInvestmentsMember 2012-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 dnb:NonQualifiedPensionPlansMember 2012-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2012-12-31 0001115222 us-gaap:ForeignPensionPlansDefinedBenefitMember 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MaximumMember 2012-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MinimumMember 2012-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember 2012-12-31 0001115222 us-gaap:ForeignExchangeContractMember 2012-12-31 0001115222 us-gaap:FairValueInputsLevel1Member 2012-12-31 0001115222 us-gaap:FairValueInputsLevel2Member 2012-12-31 0001115222 us-gaap:FairValueInputsLevel3Member 2012-12-31 0001115222 us-gaap:PortionAtFairValueFairValueDisclosureMember 2012-12-31 0001115222 dnb:PatentsAndOtherIntangibleAssetsMember 2012-12-31 0001115222 us-gaap:CustomerRelationshipsMember 2012-12-31 0001115222 us-gaap:DesignatedAsHedgingInstrumentMember 2012-12-31 0001115222 us-gaap:NondesignatedMember 2012-12-31 0001115222 us-gaap:BuildingMember us-gaap:PropertyPlantAndEquipmentMember 2012-12-31 0001115222 us-gaap:FurnitureAndFixturesMember us-gaap:PropertyPlantAndEquipmentMember 2012-12-31 0001115222 us-gaap:LandMember us-gaap:PropertyPlantAndEquipmentMember 2012-12-31 0001115222 us-gaap:LeaseholdImprovementsMember 2012-12-31 0001115222 dnb:StockIncentivePlan2000Member 2012-12-31 0001115222 dnb:StockIncentivePlan2009Member 2012-12-31 0001115222 us-gaap:PropertyPlantAndEquipmentMember 2012-12-31 0001115222 dnb:SeveranceAndTerminationMember 2012-12-31 0001115222 us-gaap:ContractTerminationMember 2012-12-31 0001115222 dnb:CommonStockAdditionalSeriesMember 2012-12-31 0001115222 us-gaap:CommonStockMember 2012-12-31 0001115222 us-gaap:PreferredStockMember 2012-12-31 0001115222 us-gaap:SeriesAPreferredStockMember 2012-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2012-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2012-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2012-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2012-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2012-12-31 0001115222 us-gaap:CommonStockMember 2012-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2012-12-31 0001115222 us-gaap:ParentMember 2012-12-31 0001115222 us-gaap:RetainedEarningsMember 2012-12-31 0001115222 us-gaap:TreasuryStockMember 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2012-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2012-12-31 0001115222 us-gaap:AsiaPacificMember 2012-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2012-12-31 0001115222 us-gaap:NorthAmericaMember 2012-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2012-12-31 0001115222 us-gaap:CorporateAndOtherMember 2012-12-31 0001115222 us-gaap:OperatingSegmentsMember 2012-12-31 0001115222 2013-06-30 0001115222 2013-12-31 0001115222 dnb:OtherPostretirementBenefitsPlansGrossPaymentsMember dnb:OtherPostretirementBenefitPlansMember 2013-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember 2013-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:CommingledEquityFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember 2013-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:CommingledFixedIncomeFundsMember dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:ConsumerMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember 2013-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:CorporateBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:EnergyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:FinancialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2013-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:ForeignGovernmentBondsMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:HealthCareMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:IndustrialMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:InformationTechnologyMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember 2013-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:OtherBondsMember us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:OtherCommonStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:PreferredStockMember dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2013-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:USGovernmentAgenciesDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2013-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:USGovernmentDebtSecuritiesMember dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:ChinaTradePortalMember 2013-12-31 0001115222 dnb:PerformancebasedRestrictedStockUnitsMember 2013-12-31 0001115222 dnb:ServicebasedRestrictedStockUnitsMember 2013-12-31 0001115222 us-gaap:EmployeeStockOptionMember 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2013-12-31 0001115222 dnb:OtherAccruedAndCurrentLiabilitiesMember us-gaap:InterestRateContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2013-12-31 0001115222 us-gaap:AccountsPayableMember 2013-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember 2013-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:OtherAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:OtherCurrentAssetsMember us-gaap:ForeignExchangeForwardMember us-gaap:NondesignatedMember 2013-12-31 0001115222 us-gaap:OtherCurrentAssetsMember us-gaap:InterestRateContractMember us-gaap:DesignatedAsHedgingInstrumentMember 2013-12-31 0001115222 dnb:InternationalOperationsMember 2013-12-31 0001115222 dnb:SeniorNotesDue2017And2022Member 2013-12-31 0001115222 dnb:SeniorNotesDue2017Member 2013-12-31 0001115222 dnb:SeniorNotesDue2022Member 2013-12-31 0001115222 dnb:SeniorNotesDueNovemberTwentyFifteenMember 2013-12-31 0001115222 us-gaap:RevolvingCreditFacilityMember 2013-12-31 0001115222 dnb:CommonAndPreferredStockMember 2013-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:CommonAndPreferredStockMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember 2013-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:DiversifiedOrCommingledFundsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember 2013-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:GovernmentBondsAndMortgageBackedSecuritiesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember 2013-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 dnb:USGovernmentStateAndLocalDebtSecuritiesMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:BondsMember 2013-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:BondsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:DebtSecuritiesMember 2013-12-31 0001115222 us-gaap:DebtSecuritiesMember us-gaap:MaximumMember 2013-12-31 0001115222 us-gaap:EquitySecuritiesMember 2013-12-31 0001115222 us-gaap:RealEstateFundsMember 2013-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:RealEstateFundsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:RealEstateInvestmentMember 2013-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:RealEstateInvestmentMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:RealEstateMember 2013-12-31 0001115222 us-gaap:ShortTermInvestmentsMember 2013-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:ShortTermInvestmentsMember us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 dnb:NonQualifiedPensionPlansMember 2013-12-31 0001115222 dnb:OtherPostretirementBenefitPlansMember 2013-12-31 0001115222 dnb:QualifiedPensionPlanMember 2013-12-31 0001115222 us-gaap:ForeignPensionPlansDefinedBenefitMember 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MaximumMember 2013-12-31 0001115222 us-gaap:PensionPlansDefinedBenefitMember us-gaap:MinimumMember 2013-12-31 0001115222 us-gaap:UnitedStatesPensionPlansOfUSEntityDefinedBenefitMember 2013-12-31 0001115222 us-gaap:ForeignExchangeContractMember 2013-12-31 0001115222 us-gaap:InterestRateContractMember 2013-12-31 0001115222 us-gaap:FairValueInputsLevel1Member 2013-12-31 0001115222 us-gaap:FairValueInputsLevel2Member 2013-12-31 0001115222 us-gaap:FairValueInputsLevel3Member 2013-12-31 0001115222 us-gaap:PortionAtFairValueFairValueDisclosureMember 2013-12-31 0001115222 dnb:PatentsAndOtherIntangibleAssetsMember 2013-12-31 0001115222 us-gaap:CustomerRelationshipsMember 2013-12-31 0001115222 us-gaap:DesignatedAsHedgingInstrumentMember 2013-12-31 0001115222 us-gaap:NondesignatedMember 2013-12-31 0001115222 dnb:TaxCreditCarryforwardsExpiringBetween2014and2034MemberDomain 2013-12-31 0001115222 dnb:TaxCreditCarryforwardsWithIndefiniteCarryforwardPeriodMember 2013-12-31 0001115222 dnb:OperatingLeasesMember 2013-12-31 0001115222 dnb:OutsourceContractMember 2013-12-31 0001115222 us-gaap:BuildingMember us-gaap:PropertyPlantAndEquipmentMember 2013-12-31 0001115222 us-gaap:FurnitureAndFixturesMember us-gaap:PropertyPlantAndEquipmentMember 2013-12-31 0001115222 us-gaap:LandMember us-gaap:PropertyPlantAndEquipmentMember 2013-12-31 0001115222 us-gaap:LeaseholdImprovementsMember 2013-12-31 0001115222 dnb:AcxiomCorporationMember 2013-12-31 0001115222 dnb:ConvergysCustomerManagementGroupMember 2013-12-31 0001115222 dnb:InternationalBusinessMachinesMember 2013-12-31 0001115222 dnb:StockIncentivePlan2000Member 2013-12-31 0001115222 dnb:StockIncentivePlan2009Member 2013-12-31 0001115222 us-gaap:PropertyPlantAndEquipmentMember 2013-12-31 0001115222 us-gaap:MaximumMember 2013-12-31 0001115222 dnb:SeveranceAndTerminationMember 2013-12-31 0001115222 us-gaap:ContractTerminationMember 2013-12-31 0001115222 dnb:Range1Member 2013-12-31 0001115222 dnb:Range2Member 2013-12-31 0001115222 dnb:Range3Member 2013-12-31 0001115222 dnb:Range4Member 2013-12-31 0001115222 dnb:CommonStockAdditionalSeriesMember 2013-12-31 0001115222 us-gaap:CommonStockMember 2013-12-31 0001115222 us-gaap:PreferredStockMember 2013-12-31 0001115222 us-gaap:SeriesAPreferredStockMember 2013-12-31 0001115222 us-gaap:SeriesBPreferredStockMember 2013-12-31 0001115222 dnb:AccumulatedMinimumPensionLiabilityAdjustmentMember 2013-12-31 0001115222 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2013-12-31 0001115222 us-gaap:AccumulatedNetGainLossFromDesignatedOrQualifyingCashFlowHedgesMember 2013-12-31 0001115222 us-gaap:AccumulatedTranslationAdjustmentMember 2013-12-31 0001115222 us-gaap:AdditionalPaidInCapitalMember 2013-12-31 0001115222 us-gaap:CommonStockMember 2013-12-31 0001115222 us-gaap:NoncontrollingInterestMember 2013-12-31 0001115222 us-gaap:ParentMember 2013-12-31 0001115222 us-gaap:RetainedEarningsMember 2013-12-31 0001115222 us-gaap:TreasuryStockMember 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember 2013-12-31 0001115222 dnb:EuropeAndOtherInternationalMarketsMember us-gaap:OperatingSegmentsMember 2013-12-31 0001115222 us-gaap:AsiaPacificMember 2013-12-31 0001115222 us-gaap:AsiaPacificMember us-gaap:OperatingSegmentsMember 2013-12-31 0001115222 us-gaap:NorthAmericaMember 2013-12-31 0001115222 us-gaap:NorthAmericaMember us-gaap:OperatingSegmentsMember 2013-12-31 0001115222 us-gaap:CorporateAndOtherMember 2013-12-31 0001115222 us-gaap:OperatingSegmentsMember 2013-12-31 0001115222 dnb:AfterAmendmentMember 2007-05-02 0001115222 dnb:BeforeAmendmentMember 2007-05-02 0001115222 2008-01-30 0001115222 dnb:SeniorNotesDueTwentyThirteenMember 2008-03-28 0001115222 us-gaap:CashFlowHedgingMember 2008-12-30 0001115222 us-gaap:SeriesBPreferredStockMember 2009-02-24 0001115222 us-gaap:CashFlowHedgingMember 2009-01-30 0001115222 dnb:StockIncentivePlan2009Member us-gaap:MaximumMember 2009-05-05 0001115222 dnb:AcxiomCorporationMember 2009-05-31 0001115222 dnb:ShareRepurchaseProgramTwentyTenMember dnb:RepurchaseProgramToMitigateDilutiveEffectMember 2010-05-30 0001115222 dnb:SeniorNotesDueNovember2015Member 2010-11-30 0001115222 dnb:SeniorNotesDueMarchTwentyElevenMember 2010-11-29 0001115222 dnb:SeniorNotesDueNovemberTwentyFifteenMember 2010-11-29 0001115222 dnb:SeniorNotesDueNovemberTwentyFifteenMember us-gaap:InterestRateContractMember us-gaap:FairValueHedgingMember 2010-11-29 0001115222 dnb:AcxiomCorporationMember 2011-05-31 0001115222 dnb:RevolvingCreditFacilityExpiringIn2012Member 2011-10-25 0001115222 dnb:ChineseMarketResearchJointVentureMember 2012-01-30 0001115222 us-gaap:InterestRateContractMember 2012-03-11 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember dnb:FinesAndImprisonmentMember 2012-09-28 0001115222 dnb:ShanghiRoadwayDBMarketingServicesCoLtdMember us-gaap:PendingLitigationMember 2012-09-28 0001115222 us-gaap:RevolvingCreditFacilityMember us-gaap:MaximumMember 2012-07-30 0001115222 2014-01-31 0001115222 us-gaap:SubsequentEventMember 2014-02-03 0001115222 us-gaap:SubsequentEventMember 2014-01-15 dnb:amendment dnb:business_record dnb:compensation_plan dnb:condition dnb:debt_rating_level dnb:installment dnb:joint_venture xbrli:pure dnb:person dnb:renewal_option dnb:segment xbrli:shares utreg:sqft iso4217:USD iso4217:USD xbrli:shares 40900000 41400000 518500000 514300000 9500000 7500000 37400000 34600000 83900000 81200000 68300000 66200000 15000000 15600000 -7100000 -8500000 -852100000 -738800000 100000 -186700000 -168300000 -151200000 100000 -806700000 -701000000 0 -638400000 -552200000 261700000 270000000 27300000 23900000 17100000 17500000 7700000 3200000 2100000 9700000 20000000 7200000 1300000 15900000 17300000 22500000 1434780 1345796 99154 123000 33300000 3300000 16100000 12900000 31300000 4100000 1700000 8800000 2700000 28600000 500000 8000000 3300000 1890300000 1991800000 795400000 371900000 445400000 414600000 416100000 229800000 365700000 843200000 401900000 466800000 317800000 1575700000 1575200000 790600000 1977100000 1660500000 822400000 747400000 0 0 0 0 0 400000 400000 0 13300000 13500000 1067900000 1244400000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Description of Business and Summary of Significant Accounting Policies</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Description of Business. </font><font style="font-family:inherit;font-size:10pt;">The Dun&#160;&amp; Bradstreet Corporation (&#8220;D&amp;B&#8221; or &#8220;we&#8221; or &#8220;our&#8221; or "us" or the &#8220;Company&#8221;) is the world's leading source of commercial data, analytics and insight on businesses, or &#8220;content.&#8221; Our global commercial database as of December 31, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> contained more than </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">230 million</font><font style="font-family:inherit;font-size:10pt;"> business records. We transform commercial data into valuable insight which is the foundation of our global solutions that customers rely on to make critical business decisions.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">D&amp;B provides solution sets that meet a diverse set of customer needs globally. Customers use D&amp;B Risk Management Solutions&#8482; to mitigate credit and supplier risk, increase cash flow and drive increased profitability, and D&amp;B Sales&#160;&amp; Marketing Solutions&#8482; to provide data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective January 1, 2013, we began managing and reporting our North America Risk Management Solutions business as: </font></div><div style="line-height:120%;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">DNBi subscription plans - DNBi, our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. DNBi subscription plans are contracts that allow customers' unlimited use;</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:72px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use;&#160;and</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:72px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Projects and other risk management solutions - all other revenue streams.&#160;This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&amp;B Direct.</font></div></td></tr></table><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Management believes that these measures provide further insight into our performance and the growth of our North America Risk Management Solutions revenue. Therefore, we no longer report our Risk Management Solutions business on a traditional, value-added and supply management solutions basis for any segment.</font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Within our North America Sales &amp; Marketing Solutions, we monitor the performance of our&#160; &#8220;Traditional&#8221; products and our &#8220;Value-Added&#8221; products.</font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Traditional Sales &amp; Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales &amp; Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.</font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Value-Added Sales &amp; Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&amp;B Optimizer&#8482; (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or &#8220;DaaS&#8221;) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (&#8220;CRM&#8221;) was our first area of focus, with D&amp;B360</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">&#174;</sup></font><font style="font-family:inherit;font-size:10pt;">, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce&#8217;s Data.com product. This product combines our business data with Salesforce&#8217;s contact data directly into their CRM application. The vision for DaaS is to make D&amp;B's data available wherever and whenever our customers need it, thereby powering more effective business processes. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basis of Presentation. </font><font style="font-family:inherit;font-size:10pt;">The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (&#8220;GAAP&#8221;) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; long-term asset and amortization recoverability; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the revisions in the consolidated financial statements in the period in which we determine any revisions to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. Investments over which we do not have significant influence are recorded under the cost method of accounting. We periodically review our investments to determine if there has been any impairment judged to be other than temporary. Such impairments are recorded as write-downs in the consolidated statements of operations and comprehensive income. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All intercompany transactions and balances have been eliminated in consolidation. </font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;1, 2012, we began managing and reporting our business through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments (all prior periods had been reclassified to reflect the new segment structure):</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consists of our operations in the United States (&#8220;U.S.&#8221;) and Canada);</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (&#8220;U.K.&#8221;), the Netherlands, Belgium, Latin America and European Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2011, we managed and reported our business globally through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consisted of our operations in the U.S. and Canada);</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The financial statements of the subsidiaries outside North America reflect a fiscal year ended November 30 in order to facilitate the timely reporting of our consolidated financial results and consolidated financial position.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation.</font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Accounting Policies</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Revenue Recognition. </font><font style="font-family:inherit;font-size:10pt;">Revenue is recognized when the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;"> conditions are met: </font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Persuasive evidence of an arrangement exists; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The contract fee is fixed or determinable; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Delivery or performance has occurred; and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Collectability is reasonably assured. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer&#8217;s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable, assuming all other revenue recognition criteria have been met. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Risk Management Solutions are generally sold under fixed price subscription contracts that allow customers unlimited access to risk information. Revenue on this type of contract is recognized ratably over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk information is also sold using monthly or annual contracts that allow customers to purchase our risk information up to the contract amount based on an agreed price list. Once the contract amount is fully used, additional risk information can be purchased at per-item prices, which may be different than those in the original contract. Revenue on these contracts is recognized on a per-item basis as information is purchased and delivered to the customer. If customers do not use the full amount of their contract and forfeit the unused portion, we recognize the forfeited amount as revenue at contract expiration. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Where a data file of risk information is sold with periodic updates to that information, a portion of the revenue related to the updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue related to services, such as monitoring, is recognized ratably over the period of performance. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions that provide continuous access to our marketing information and business reference databases may include access or hosting fees which are sold on a subscription basis. Revenue is recognized ratably over the term of the contract, which is typically </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">one</font><font style="font-family:inherit;font-size:10pt;"> year. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Where a data file of marketing information is sold, we recognize revenue upon delivery of the marketing data file to the customer. If the contract provides for periodic updates to that marketing data file, the portion of the revenue related to updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales of software that are considered to be more than incidental are recognized in revenue when a noncancelable license agreement has been signed and the software has been shipped and installed, if required. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from consulting and training services is recognized as the services are performed. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Multiple Element Arrangements </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective January&#160;1, 2011, we adopted Accounting Standards Update (&#8220;ASU&#8221;) 2009-13, &#8220;Revenue Recognition &#8211; Multiple-Deliverable Revenue Arrangements,&#8221; which amends guidance in Accounting Standards Codification ("ASC") 605-25, &#8220;Revenue Recognition: Multiple-Element Arrangements,&#8221; on a prospective basis for all new or materially modified arrangements entered into on or after that date. The new standard: </font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (&#8220;BESP&#8221;) of each element if a vendor does not have vendor-specific objective evidence of selling prices (&#8220;VSOE&#8221;) or third-party evidence of selling price (&#8220;TPE&#8221;); and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have certain solution offerings that are sold as multi-element arrangements. The multiple element arrangements or deliverables may include access to our business information database, information data files, periodic data refreshes, software and services. We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. Most product and service deliverables qualify as separate units of accounting and can be sold stand-alone or in various combinations across our markets. A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered items. If the arrangement includes a customer-negotiated refund or return right relative to the delivered items, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered item constitutes a separate unit of accounting. The new guidance requires for deliverables with stand-alone value in a multi-element arrangement for which revenue was previously deferred due to undelivered elements not having the fair value of the selling price to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If the deliverable or a group of deliverables meet the separation criteria, the total arrangement consideration is allocated to each unit of accounting based on its relative selling price. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We determine the selling price for each deliverable using VSOE, if it exists, TPE if VSOE does not exist, or BESP if neither VSOE nor TPE exist. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consistent with our methodology under the previous accounting guidance, we determine VSOE of a deliverable by monitoring the price at which we sell the deliverable on a stand-alone basis to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to us infrequently selling each element separately, not pricing products or services within a set range, or only having a limited sales history. Where we are unable to establish VSOE, we may use the price at which we or a third party sell a similar product to similarly situated customers on a stand-alone basis. Generally, our offerings contain a level of differentiation such that comparable pricing of solutions with similar functionality or delivery cannot be obtained. Furthermore, we are rarely able to reliably determine what similar competitors&#8217; selling prices are on a stand-alone basis. Therefore, we typically are not able to determine TPE of selling price. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">When we are unable to establish selling prices by using VSOE or TPE, we establish the BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the solution were sold on a stand-alone basis. The determination of BESP is based on our review of available data points and consideration of factors such as but not limited to pricing practices, our growth strategy, geographies and customer segment and market conditions. The determination of BESP is made through consultation with and formal approval of our management, taking into consideration our go-to-market strategy. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We regularly review VSOE and have a review process for TPE and BESP and maintain internal controls over the establishment and updates of these estimates. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information solutions and generally relates to deferral of subscription revenue. Deferred revenue is included in current liabilities in the balance sheet and is subsequently recognized as revenue in accordance with our revenue recognition policies. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record revenue on a net basis for those sales where we act as an agent or broker in the transaction. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Sales Cancellations. </font><font style="font-family:inherit;font-size:10pt;">In determining sales cancellation allowances, we analyze historical trends, customer-specific factors and current economic trends. Based on this information, we record an allowance as appropriate. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Restructuring Charges. </font><font style="font-family:inherit;font-size:10pt;">Restructuring charges have been recorded in accordance with ASC 712-10, &#8220;Nonretirement Postemployment Benefits,&#8221; or &#8220;ASC 712-10,&#8221; and/or ASC 420-10, &#8220;Exit or Disposal Cost Obligations,&#8221; or &#8220;ASC 420-10,&#8221; as appropriate. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management&#8217;s most current estimates. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Employee Benefit Plans. </font><font style="font-family:inherit;font-size:10pt;">We provide various defined benefit plans to our employees as well as healthcare benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Income Taxes and Tax Contingencies. </font><font style="font-family:inherit;font-size:10pt;">In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Legal Contingencies. </font><font style="font-family:inherit;font-size:10pt;">We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. In addition, from time-to-time we may be involved in additional matters which could become material and for which we may also establish reserve amounts as discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash and Cash Equivalents. </font><font style="font-family:inherit;font-size:10pt;">We consider all investments purchased with an initial term to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates market value because of the short maturity of the instruments. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Accounts Receivable and Allowance for Bad Debts. </font><font style="font-family:inherit;font-size:10pt;">Accounts receivable are recorded at the invoiced amount and do not bear interest. With respect to estimating the allowance for bad debts, we analyze the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends and we record an allowance as appropriate. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Property, Plant and Equipment. </font><font style="font-family:inherit;font-size:10pt;">Property, plant and equipment are stated at cost, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated using the straight-line method. Buildings are depreciated over a period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">40</font><font style="font-family:inherit;font-size:10pt;"> years. Equipment, including furniture, is depreciated over a period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">ten</font><font style="font-family:inherit;font-size:10pt;"> years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. Property, plant and equipment depreciation and amortization expense for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$11.2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12.3 million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Computer Software. </font><font style="font-family:inherit;font-size:10pt;">We develop various computer software applications for internal use including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (backoffice systems) and systems which we use to deliver our information solutions to customers (customer-facing systems). </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We expense costs as incurred during the preliminary development stage which includes conceptual formulation and review of alternatives. Once that stage is complete, we begin the application development stage which includes design, coding and testing. Direct internal and external costs incurred during this stage are capitalized. Capitalization of costs cease when the software is ready for its intended use and all substantial testing is completed. Upgrades and enhancements which provide added functionality are accounted for in the same manner. Maintenance costs incurred solely to extend the life of the software are expensed as incurred. </font><font style="font-family:inherit;font-size:7pt;">&#160;</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Internal-use software is tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets). </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We also develop software for sale to customers. Costs are expensed until technological feasibility is established after which costs are capitalized until the software is ready for general release to customers. Costs of enhancements that extend the life or improve the marketability of the software are capitalized once technological feasibility is reached. Maintenance and customer support are expensed as incurred. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized costs of software for sale are amortized on a straight-line basis over the estimated economic life of the software of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> years. We continually evaluate recoverability of the unamortized costs, which are reported at the lower of unamortized cost or net realizable value. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The computer software amortization expense for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;"> were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$46.9 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$49.2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$46.0 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. As of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, we acquired </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2.9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.2 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of computer software, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, and was therefore excluded from the consolidated statements of cash flows for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Goodwill and Other Indefinite-Lived Intangible Assets. </font><font style="font-family:inherit;font-size:10pt;">Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment that is a business for which discrete financial information is available and reviewed by a segment manager. Our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Asia Partnerships, Greater China, Australia and India. We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (&#8220;EBITDA&#8221;) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we used projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. </font><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">No impairment charges were recognized related to goodwill and indefinite-lived intangible assets for the fiscal years ended December 31, 2013, 2012 and 2011.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other intangibles, which primarily include customer lists and relationships, trademarks and technology related assets resulting from acquisitions, are being amortized over </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">one</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">17</font><font style="font-family:inherit;font-size:10pt;"> years based on their estimated useful life using the straight-line method. Other intangibles amortization expense for the years ended December&#160;31, 2013, 2012 and 2011 were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$15.9 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.3 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$22.5 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. Other intangibles are tested for recoverability along with other long-lived assets, excluding goodwill and indefinite-lived intangibles, whenever events or circumstances indicate the carrying value may not be recoverable. See &#8220;Impairment of Long-Lived Assets&#8221; below. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future amortization of acquired intangible assets as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> is as follows:</font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:94.24390243902438%;border-collapse:collapse;text-align:left;"><tr><td colspan="27" rowspan="1"></td></tr><tr><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Thereafter</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Impairment of Long-Lived Assets. </font><font style="font-family:inherit;font-size:10pt;">Long-lived assets, including property, plant and equipment, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approach. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2013, we recorded an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$31.3 million</font><font style="font-family:inherit;font-size:10pt;"> primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; below for discussion on Level inputs), as market data is not readily available. Of the </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$31.3 million</font><font style="font-family:inherit;font-size:10pt;"> impairment charge, </font><font style="font-family:inherit;font-size:10pt;">$28.6 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Operating Costs" and </font><font style="font-family:inherit;font-size:10pt;">$2.7 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Selling and Administrative Expenses" in our North America segment.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2013, we also recorded an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$1.7 million</font><font style="font-family:inherit;font-size:10pt;"> related to our China Trade Portal ("Portal") asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; below for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the first quarter of 2012, we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of these intangible assets, prepaid costs and software is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; below for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> impairment charge, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.1 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Operating Costs" and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.8 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Selling and Administrative Expenses" in our Asia Pacific segment.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2011, we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.3 million</font><font style="font-family:inherit;font-size:10pt;"> related to the intangible assets acquired from the AllBusiness.com, Inc. (&#8220;AllBusiness.com&#8221;) acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value Measurements&#8221; below for discussion on Level inputs). The impairment charge was included in &#8220;Selling and Administrative Expenses&#8221; in our North America segment. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the third quarter of 2011, we recorded an impairment charge of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.0 million</font><font style="font-family:inherit;font-size:10pt;"> related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;">. The impairment charge was included in Other Income (Expense) &#8211; Net in our Europe and Other International Markets segment. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Foreign Currency Translation. </font><font style="font-family:inherit;font-size:10pt;">For all operations outside the U.S. where we have designated the local currency as the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using average exchange rates for the year. For those countries where we designate the local currency as the functional currency, translation adjustments are accumulated in a separate component of shareholders&#8217; equity. We recorded foreign currency translation income of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;">, foreign currency translation income of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.9 million</font><font style="font-family:inherit;font-size:10pt;"> and foreign currency translation expense of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.1 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Earnings Per Share (&#8220;EPS&#8221;) of Common Stock. </font><font style="font-family:inherit;font-size:10pt;">Basic EPS is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted EPS is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted EPS is solely attributable to stock options and restricted stock programs. We use the treasury stock method to calculate the impact of outstanding stock options and restricted stock units. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just service. Our performance-based restricted stock units are deemed to be contingently issuable shares.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Stock-Based Compensation. </font><font style="font-family:inherit;font-size:10pt;">Our stock-based compensation programs are described more fully in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The compensation expense of our stock-based compensation programs is calculated by estimating the fair value of each stock-based award at the date of grant. The stock-based compensation expense is recognized over the shorter of the award&#8217;s vesting period or the period from the date of grant to the date when retirement eligibility is achieved. In addition, we estimate future forfeitures in calculating the stock-based compensation expense as opposed to only recognizing these forfeitures and the corresponding reductions in expense as they occur. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For stock option awards, the fair value is estimated on the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the stock option and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine our expected term assumption using a midpoint scenario that combines our historical exercise data with hypothetical exercise data for our unexercised stock options. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For restricted stock unit awards which vest based solely on service, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For performance-based restricted stock units which have performance conditions, the fair market value is estimated by using the average of the high and low prices of our common stock on the date of grant. Compensation cost recognized over the performance period is based on the expected outcome of the performance condition. For performance-based restricted stock units which have market conditions, the fair market value is estimated on the date of grant using a Monte Carlo valuation model, which estimates possible outcomes of market conditions. Incorporated into the fair value of these awards is the possibility that the market conditions may not be satisfied. Compensation cost related to awards with market conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been satisfied. The Monte Carlo valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the award and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock or for certain awards, a blend of historical volatility and, when available, implied volatility of our common stock. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from date of grant through the end of the performance evaluation period. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If factors change, we may decide to use different assumptions under our valuation models and our forfeiture assumption in the future, which could materially affect our stock-based compensation expense, operating income, net income and earnings per share.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Financial Instruments. </font><font style="font-family:inherit;font-size:10pt;">We use financial instruments, including foreign exchange and interest rate-related forward, option and swap contracts, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recognize all such financial instruments as either assets or liabilities on the balance sheet and measure those instruments at fair value. We do not use derivative financial instruments for trading or speculative purposes. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We use foreign exchange forward and option contracts to hedge certain non-functional currency-denominated intercompany and third-party transactions and to hedge the U.S. dollar equivalent value of certain non-U.S. earnings streams. These foreign exchange forward and option contracts are marked-to-market and the resulting remeasurement gains and losses are recorded as other income or expense. In addition, foreign exchange forward and option contracts are used to hedge certain of our foreign net investments. The gains and losses associated with these contracts are recorded in &#8220;Cumulative Translation Adjustment,&#8221; a component of shareholders&#8217; equity. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">From time-to-time, we use interest rate swap agreements to hedge long-term fixed-rate debt. In November 2010, we issued senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on November&#160;15, 2015 (the &#8220;2015 notes&#8221;). In November and December 2010, we executed interest rate fair value hedges in the form of interest rate swap agreements in order to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. When executed, we designate the swaps as fair-value hedges and assess whether the swaps are highly effective in offsetting changes in the fair value of the hedged debt. We formally document all relationships between hedging instruments and hedged items, and we have documented policies for managing our exposures. Changes in the fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of interest expense. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> and the receipt of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in cash on March 12, 2012, the swap termination settlement date. The gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Also, from time-to-time, we use interest rate swap agreements to hedge our variable-interest rate debt. In January 2009 and December 2008, we executed interest rate cash flow hedges in the form of interest rate swap agreements in order to mitigate our exposure to variability in cash flows related to future interest rate payments on a designated portion of our variable interest rate borrowings. We defer gains and losses on these derivative instruments in the accumulated other comprehensive income (loss) line of the consolidated balance sheet until the hedged transactions impact our earnings. The hedge accounting effectiveness is monitored on an ongoing basis, and any resulting ineffectiveness will be recorded as gains and losses in earnings in the respective measurement period. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In connection with the termination of our former </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$650 million</font><font style="font-family:inherit;font-size:10pt;"> credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> on October 25, 2011, the </font><font style="font-family:inherit;font-size:10pt;">$650 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility termination date, and were recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Transaction gains and losses are recognized in earnings in &#8220;Other Income (Expense) &#8211; Net.&#8221; We recorded transaction gains of less than </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;">, transaction gains of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.1 million</font><font style="font-family:inherit;font-size:10pt;"> and transaction losses of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.9 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Fair Value Measurements. </font><font style="font-family:inherit;font-size:10pt;">We account for certain assets and liabilities at fair value. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.53658536585365%;border-collapse:collapse;text-align:left;"><tr><td colspan="3" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="4%" rowspan="1" colspan="1"></td><td width="75%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level Input</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Input Definition</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level I</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level II</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level III</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management&#8217;s best estimate of what market participants would use in pricing the asset or liability at the measurement date.</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The estimated fair values of financial assets and liabilities and certain non-financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div></div> 7400000 2100000 13500000 474100000 431900000 64900000 43500000 49200000 46900000 4700000 31300000 140900000 107900000 2900000 4200000 127600000 235900000 149100000 84400000 78500000 0 58100000 58100000 0 95900000 95900000 0 0 5900000 86800000 64700000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Cash and Cash Equivalents. </font><font style="font-family:inherit;font-size:10pt;">We consider all investments purchased with an initial term to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates market value because of the short maturity of the instrument</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Contingencies </font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business for which we believe that we have adequate reserves, and such reserves are not material to the consolidated financial statements. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. Once we have disclosed a matter that we believe is or could be material to us, we continue to report on such matter until there is finality of outcome or until we determine that disclosure is no longer warranted. Further, we believe our estimate of the aggregate range of reasonably possible losses, in excess of established reserves, for our legal proceedings was not material at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">. In addition, from time-to-time, we may be involved in additional matters, which could become material and for which we may also establish reserve amounts, as discussed below.</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">China Operations</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On March&#160;18, 2012, we announced we had temporarily suspended our Shanghai Roadway D&amp;B Marketing Services Co. Ltd.&#160;(&#8220;Roadway&#8221;) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws.&#160;Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.</font></div><div style="line-height:120%;padding-top:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens.&#160;On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment on </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> former Roadway employees. A fifth former Roadway employee was separated from the case. </font></div><div style="line-height:120%;padding-top:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, we incurred </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$7.4 million</font><font style="font-family:inherit;font-size:10pt;"> of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$13.5 million</font><font style="font-family:inherit;font-size:10pt;"> of legal and other professional fees and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2.1 million</font><font style="font-family:inherit;font-size:10pt;"> in local shut-down costs, as well as an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.4 million</font><font style="font-family:inherit;font-size:10pt;"> of revenue and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$14.5 million</font><font style="font-family:inherit;font-size:10pt;"> of operating loss. D&amp;B acquired Roadway&#8217;s operations in 2009, and for 2011 Roadway accounted for approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$22 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> in operating income.</font></div><div style="line-height:120%;padding-top:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As our investigation is ongoing, we cannot yet predict the ultimate outcome of the matter or its impact, if any, on our business, financial condition or results of operations. No amount in respect of any potential liability in this matter, including for penalties, fines or other sanctions, has been accrued in the consolidated financial statements. In accordance with ASC 450, "Contingencies," or "ASC 450", we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Nicholas Martin v. Dun&#160;&amp; Bradstreet, Inc. and Convergys Customer Management Group, Inc., No.&#160;12 CV 215 (USDC N.D. IL.)</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;11, 2012, Nicholas Martin filed suit against Dun&#160;&amp; Bradstreet, Inc. and Convergys Customer Management Group, Inc. ("Convergys") in the United States District Court for the Northern District of Illinois. The complaint alleges that Defendants violated the Telephone Consumer Protection Act (&#8220;TCPA&#8221;) because Convergys placed a telephone call to Plaintiff's cell phone using an automatic telephone dialing system ("ATDS") and because Dun &amp; Bradstreet, Inc. authorized the telephone call. The TCPA generally prohibits the use of an ATDS to place a call to a cell phone for nonemergency purposes and without the prior express consent of the called party. The TCPA provides for statutory damages of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500</font><font style="font-family:inherit;font-size:10pt;"> per violation, which may be trebled to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1,500</font><font style="font-family:inherit;font-size:10pt;"> per violation at the discretion of the court if the plaintiff proves the defendant willfully violated the TCPA. Plaintiff sought to bring this action as a class action on behalf of all persons who Defendants called on their cell phone using an ATDS, where the Defendants obtained the cell phone number from some source other than directly from the called party, during the period from January&#160;11, 2010 to the present. The parties reached an agreement to settle this matter and they have negotiated the terms of a settlement agreement and other related settlement documents. On July 16, 2013 the Court granted Plaintiff's Motion for Preliminary Approval of Class Action Settlement and entered a Preliminary Approval Order. Class members have been given notice and had until October 7, 2013 to submit claims. The claims period is now closed. No objections were submitted. The settlement is subject to final approval by the Court. The Court held a Fairness Hearing on November 19, 2013. No written objections to the Class Action Settlement were filed prior to the Fairness Hearing and there were no objections raised at the Fairness Hearing. Pursuant to the Court&#8217;s Order of November 19, 2013, Class Counsel informed the Court on January 13, 2014 that the parties have not been contacted by any attorney general&#8217;s office or any other governmental entity pursuant to the Class Action Fairness Act. The Court held a Final Approval Hearing on January 16, 2014, at which time the Court approved all aspects of the Class Action Settlement. On January 16, 2014, the Court entered a Final Order of Judgment and Dismissal, thereby dismissing the case with prejudice and without costs as to Plaintiff and all Settlement Class Members. Accordingly, the settlement is now final and we will no longer be reporting on this matter. The matter has settled within the reserved amount. In accordance with ASC 450, as of December 31, 2013, an appropriate reserve was set up to cover the settlement. The amount of such reserve is not material to the Company's financial statements.</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Dun &amp; Bradstreet Credibility Corporation v. Dun &amp; Bradstreet, Inc., and The Dun &amp; Bradstreet Corporation (N.Y. state court)</font></div><div style="line-height:120%;padding-top:8px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February 20, 2014, Dun &amp; Bradstreet Credibility Corporation (&#8220;DBCC&#8221;) filed an action in the Supreme Court of the State of New York for the County of New York against the Company. DBCC is an unaffiliated entity with license rights to use the Company&#8217;s brand name and to sell certain of the Company&#8217;s products. The complaint alleges that the Company breached the Commercial Services Agreement (&#8220;CSA&#8221;), which was entered into by the Company and DBCC on July 30, 2010 in connection with DBCC&#8217;s acquisition of the Company&#8217;s North American Self Awareness Solution business. The complaint alleges that the Company breached several of the CSA&#8217;s terms, and that the Company is trying to terminate the CSA through improper means. The Complaint alleges causes of action for breach of contract; breach of the covenant of good faith and fair dealing, in the alternative; intentional interference with prospective economic advantage; and declaratory judgment. The Complaint seeks damages and declaratory and injunctive relief. The Company was served with the Complaint on February 24, 2014. </font></div><div style="line-height:120%;padding-top:12px;text-align:justify;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;text-decoration:underline;">Dun &amp; Bradstreet Credibility Corporation Sales Practices Litigations</font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">O&amp;R Construction, LLC v. Dun &amp; Bradstreet Credibility Corporation, et al., No. 2:12 CV 02184 (USDC W.D. Wash.)</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:8px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On December 13, 2012, plaintiff O&amp;R Construction LLC filed a putative class action in the United States District Court for the Western District of Washington against D&amp;B and an unaffiliated entity.&#160;The complaint alleged, among other things, that defendants violated the antitrust laws, used deceptive marketing practices to sell the CreditBuilder credit monitoring products and allegedly misrepresented the nature, need and value of the products.&#160;The plaintiff purports to sue on behalf of a putative class of purchasers of CreditBuilder and seeks recovery of damages and equitable relief. On February 18, 2013, the Company filed a motion to dismiss the complaint. On April 5, 2013, plaintiff filed an amended complaint in lieu of responding to the motion. The amended complaint dropped the antitrust claims and retained the class action and deceptive practices allegations. The Company filed a new motion to dismiss the amended complaint on May 3, 2013. On August 23, 2013, the Court heard the motion and granted it. Specifically, the Court dismissed a contract claim with prejudice, and dismissed all the remaining claims without prejudice. On September 23, 2013, plaintiff filed a Second Amended Complaint (&#8220;SAC&#8221;). The SAC alleges claims for negligence, defamation and unfair business practices under Washington state law against the Company for alleged inaccuracies in small business credit reports. The SAC also alleges liability against the Company under a joint venture or agency theory for practices relating to CreditBuilder. The Company filed a motion to dismiss the SAC. On January 9, 2014, the Court heard argument on the Company&#8217;s motion and dismissed with prejudice the claims based on a joint venture or agency liability theory brought against the Company. The Court denied the motion with respect to the negligence, defamation and unfair practices claims. On January 23, 2014, the Company answered the SAC. With regard to discovery, the parties exchanged initial disclosures and completed the initial case management process in March 2013.&#160;Formal discovery has begun. As the Company recently filed its Answer to the SAC, this litigation is still in the initial stage.&#160;In accordance with ASC 450, we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:8px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Die-Mension Corporation v. Dun &amp; Bradstreet Credibility Corporation et al., No. 1:14-cv-392 (N.D. Oh.) </font></div><div style="line-height:120%;padding-top:8px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February 20, 2014, plaintiff Die-Mension Corporation (&#8220;Die-Mension&#8221;) filed a putative class action in the United States District Court for the Northern District of Ohio against the Company and Dun &amp; Bradstreet Credibility Corporation (&#8220;DBCC&#8221;), an unaffiliated entity. Die-Mension purports to sue on behalf of a putative class of all purchasers of a CreditBuilder product in the United States or in such state(s) as the Court may certify. The complaint alleges that DBCC used deceptive marketing practices to sell the CreditBuilder credit monitoring products. As against the Company, the complaint alleges a violation of Ohio&#8217;s Deceptive Trade Practices Act, defamation, and negligence. The complaint alleges deceptive trade practices, negligent misrepresentation and concealment against DBCC. The Company has not yet been served with the complaint. This litigation is not currently active in light of the absence of service. The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.</font></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other Matters</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, in the normal course of business, and including without limitation, our merger and acquisition activities and financing transactions, D&amp;B indemnifies other parties, including customers, lessors and parties to other transactions with D&amp;B, with respect to certain matters. D&amp;B has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. D&amp;B has also entered into indemnity obligations with its officers and directors.</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additionally, in certain circumstances, D&amp;B issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by D&amp;B under these agreements have not had a material impact on the consolidated financial statements.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Legal Contingencies. </font><font style="font-family:inherit;font-size:10pt;">We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. In addition, from time-to-time we may be involved in additional matters which could become material and for which we may also establish reserve amounts as discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingl</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Lease Commitments and Contractual Obligations </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Most of our operations are conducted from leased facilities, which are under operating leases that expire over the next </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">ten</font><font style="font-family:inherit;font-size:10pt;"> years, with the majority expiring within </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;"> years. Our corporate office is located at 103 JFK Parkway, Short Hills, New Jersey 07078, in a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">123,000</font><font style="font-family:inherit;font-size:10pt;">-square-foot property that we lease. We renewed our lease on this property in 2011 for a term of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">eight</font><font style="font-family:inherit;font-size:10pt;"> years, with </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;">-year renewal options. This property also serves as the executive offices of our North American segment. We also lease certain computer and other equipment under operating leases that expire over the next </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;"> years, respectively. These computer and other equipment leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance. Rental expenses under operating leases (cancelable and non-cancelable) were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$30.1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$29.6 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$30.9 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;padding-left:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Acxiom Corporation </font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:6px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2006, we signed a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;">-year North American product and technology outsourcing agreement with Acxiom in order to significantly increase the speed, data processing capacity and matching capabilities we provide our global sales and marketing customers. In August 2008, we entered into a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">65</font><font style="font-family:inherit;font-size:10pt;">-month agreement to expand our service capabilities, enhance customer experience and accelerate the migration of the remaining existing D&amp;B fulfillment processes for our European markets to Acxiom. In November 2008, we extended the term of the North American outsourcing agreement through 2011. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In December 2011, a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;">-year agreement was reached to further extend the North American product and technology outsourcing agreement until the end of 2014. Payments over the extended contract term will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$26 million</font><font style="font-family:inherit;font-size:10pt;">. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2009, we entered into another agreement with Acxiom to provide certain infrastructure management services that were formerly provided by Computer Sciences Corporation ("CSC"). These services included data center operations, technology help desk and network management functions. The agreement originally had an initial term ending in October 2014 and included the right to extend the agreement under the same terms for up to a maximum period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> years after the expiration of the original term. In 2010, we signed an infrastructure outsourcing agreement for data center operations, technology help desk and network management functions in Ireland, with an initial term ending in October 2014. In 2010, we entered into </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> amendments with Acxiom extending the initial terms of both agreements by a total of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">eight</font><font style="font-family:inherit;font-size:10pt;"> months until June 2015. We retain the right to extend these agreements for up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> years after the expiration of these amended terms. In the fourth quarter of 2012, we notified Acxiom of our intent to terminate certain data center and technology infrastructure support services. This was done in connection with our desire to insource certain technology functions in which it is both performance and financially beneficial. These agreements provide for typical adjustments due to changes in volume, inflation and incremental project work. Payments over these contract terms will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;">$402 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2011, we signed a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;">-year development and support agreement with Acxiom to provide data management services. This agreement was related to our then Strategic Technology Investment or MaxCV and totaled approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$28 million</font><font style="font-family:inherit;font-size:10pt;"> over the term of the agreement. The agreement provided for typical adjustments due to changes in volume, inflation and incremental project work. In the fourth quarter of 2013, we terminated this agreement with Acxiom. This was done in connection with our desire to further insource certain technology functions in which it is both performance and financially beneficial. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred costs of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$89 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$90 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$88 million</font><font style="font-family:inherit;font-size:10pt;"> under all of Acxiom agreements for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. Total payments to Acxiom over the remaining terms of all contracts will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$112 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;padding-left:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Convergys Customer Management Group </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In December 2010, we entered into a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">six</font><font style="font-family:inherit;font-size:10pt;">-year business process outsourcing agreement effective January&#160;1, 2011, with Convergys Customer Management Group (&#8220;CCMG&#8221;) in order to enhance our customer contact center solution. CCMG has transitioned contact center services previously outsourced principally to IBM as well as certain other smaller providers. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The transition of services to CCMG was based on a phased migration of business volume to CCMG that commenced in the second quarter of 2011 and was substantially completed by the fourth quarter of 2011. Services are primarily provided from CCMG locations in Omaha, Nebraska, the Philippines and India, on the basis of our requirements. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The primary scope of the agreement includes the following services for our North America business: (i)&#160;Inbound Customer Service, which principally involves the receipt of, response to and resolution of inquiries received from customers; (ii) Outbound Customer Service, which principally involves the collection, compilation and verification of information contained in our databases; and (iii)&#160;Data Update Service, which principally involves the bulk or discrete updates to the critical data elements about companies in our databases. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The agreement also specifies service level commitments required of CCMG for achievement of our customer satisfaction targets and a methodology for calculating credits to us if CCMG fails to meet certain service levels. In addition, CCMG&#8217;s performance under the agreement will be measured in part by our overall satisfaction of the program as measured by a customer satisfaction survey of our key internal business partners. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In December 2011, we signed a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;">-year telephone agreement to support our small business customers&#8217; telesales team. Payments over the contract term will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;">. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">After the first </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> years of service by CCMG, we have the right to terminate for convenience any or all of the services provided under the agreements upon one hundred eighty days prior written notice, and without incurring a termination fee. We incurred costs of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$21 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$20 million</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, 2012, and 2011, respectively. Total payments to CCMG over the remaining terms of the above contracts will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$54 million</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;padding-left:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">International Business Machines </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In October 2004, we signed a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">seven</font><font style="font-family:inherit;font-size:10pt;">-year outsourcing agreement with International Business Machines (&#8220;IBM&#8221;). Under the terms of the agreement, we transitioned certain portions of our data acquisition and delivery and customer service to IBM. By August 2010, our data acquisition, delivery and customer services performed by IBM for our European countries were terminated. Additionally, by October 2011 our customer contact center services for the United States were terminated as a result of our transition to CCMG. As of December&#160;31, 2013, the services that are still to be provided by IBM are primarily limited delivery services to our North American customers. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2012, we signed an amendment with IBM extending the term of the limited delivery services to our North American customers until January 2017. Payments over the remaining contract term will aggregate to approximately </font><font style="font-family:inherit;font-size:10pt;">$10 million</font><font style="font-family:inherit;font-size:10pt;">. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred costs of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$10 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively, under this agreement.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table quantifies our future contractual obligations as discussed above as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.06576402321083%;border-collapse:collapse;text-align:left;"><tr><td colspan="29" rowspan="1"></td></tr><tr><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Contractual Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Thereafter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Leases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Obligations to Outsourcers</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">227.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table above excludes pension obligations for which funding requirements are uncertain, excludes long-term contingent liabilities and excludes unrecognized tax benefits. Our obligations with respect to pension and postretirement medical benefit plans are described in Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K. Our long-term contingent liabilities with respect to legal matters are discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to senior notes and credit facilities are discussed in Note 6 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to unrecognized tax benefits are discussed in Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div></div> 1.60 1.44 1.52 0.38 0.38 0.38 0.38 0.4 0.40 0.40 0.4 0.01 0.01 0.01 0.01 0.01 0.01 0.01 10000000 10000000.0 200000000.0 200000000 200000000 81900000 81900000 0 0 0 800000 0 800000 250100000 371800000 134700000 3500000 -1400000 1000000 133300000 251100000 375300000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:678px;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="357px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="63px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Foreign Currency Translation Adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Defined Benefit Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Derivative Financial Instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(168.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(638.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(806.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Comprehensive Income Before Reclassifications</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(78.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(60.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(151.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(701.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(852.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Comprehensive Income Before Reclassifications</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">92.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(186.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(552.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(738.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the reclassifications out of AOCI as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2011</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:656px;border-collapse:collapse;text-align:left;"><tr><td colspan="15" rowspan="1"></td></tr><tr><td width="260px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="174px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Details About Accumulated Other Comprehensive Income Components</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Affected Line Item in the Statement Where Net Income is Presented</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Income</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency Translation Adjustments:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sale of Business</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) &#8211; Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Pension Plans:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service Costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and Administrative Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Actuarial Gain/Loss</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and Administrative Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Before Tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax (Expense) or Benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total After Tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivative Financial Instruments:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Cash Flow Hedges</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;Loss on Derivative</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) - Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Before Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax (Expense) or Benefit</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total After Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Reclassifications for the Period, Net of Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> 0.10 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Within our North America Sales &amp; Marketing Solutions, we monitor the performance of our&#160; &#8220;Traditional&#8221; products and our &#8220;Value-Added&#8221; products.</font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Traditional Sales &amp; Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales &amp; Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.</font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Value-Added Sales &amp; Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&amp;B Optimizer&#8482; (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or &#8220;DaaS&#8221;) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (&#8220;CRM&#8221;) was our first area of focus, with D&amp;B360</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">&#174;</sup></font><font style="font-family:inherit;font-size:10pt;">, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce&#8217;s Data.com product. This product combines our business data with Salesforce&#8217;s contact data directly into their CRM application. The vision for DaaS is to make D&amp;B's data available wherever and whenever our customers need it, thereby powering more effective business processes. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Basis of Presentation. </font><font style="font-family:inherit;font-size:10pt;">The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (&#8220;GAAP&#8221;) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; long-term asset and amortization recoverability; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the revisions in the consolidated financial statements in the period in which we determine any revisions to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. Investments over which we do not have significant influence are recorded under the cost method of accounting. We periodically review our investments to determine if there has been any impairment judged to be other than temporary. Such impairments are recorded as write-downs in the consolidated statements of operations and comprehensive income. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">All intercompany transactions and balances have been eliminated in consolidatio</font></div></div> 227900000 0 0 500000 132400000 69800000 25200000 1345757 3000000 10000000 8000000 20000000 21000000 89000000 90000000 3000000 88000000 1218100000 1230900000 1333700000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Restructuring Charges. </font><font style="font-family:inherit;font-size:10pt;">Restructuring charges have been recorded in accordance with ASC 712-10, &#8220;Nonretirement Postemployment Benefits,&#8221; or &#8220;ASC 712-10,&#8221; and/or ASC 420-10, &#8220;Exit or Disposal Cost Obligations,&#8221; or &#8220;ASC 420-10,&#8221; as appropriate. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management&#8217;s most current estimate</font></div></div> 71300000 45900000 81600000 21200000 10300000 18100000 111100000 100400000 63000000 8300000 11000000 6800000 1200000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Notes Payable and Indebtedness</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our borrowings are summarized in the following table:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="71%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Debt Maturing Within One Year:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Maturing Within One Year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Debt Maturing After One Year:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December&#160;31, 2013 and 2012, respectively)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value Adjustment Related to Hedged Debt</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit Facility</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Maturing After One Year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,516.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,290.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Fixed-Rate Notes</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In December 2012, we issued senior notes with a face value of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$450 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;1, 2017</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2017 notes&#8221;), bearing interest at a fixed annual rate of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">3.25%</font><font style="font-family:inherit;font-size:10pt;">, payable semi-annually. In addition, in December 2012, we issued senior notes with a face value of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">December&#160;1, 2022</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2022 notes&#8221;), bearing interest at a fixed annual rate of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">4.375%</font><font style="font-family:inherit;font-size:10pt;">, payable semi-annually. The proceeds were used in December 2012 to repay borrowings outstanding under our revolving credit facility and retire our then outstanding </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;"> senior notes bearing interest at a fixed annual rate of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">6.00%</font><font style="font-family:inherit;font-size:10pt;">, which had a maturity date of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">April 2013</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2013 notes&#8221;). In connection with the redemption of the 2013 notes, we recorded a premium payment of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.4 million</font><font style="font-family:inherit;font-size:10pt;"> to &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, 2012. The interest rates applicable to the 2017 notes and 2022 notes are subject to adjustment if our debt rating is decreased </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> levels below the Standard&#160;&amp; Poor's and Fitch BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2.00%</font><font style="font-family:inherit;font-size:10pt;"> above the initial interest rate and the rate cannot adjust below the initial interest rates. As of December&#160;31, 2013, no such adjustments to the interest rates were required. The 2017 notes and 2022 notes carrying amounts of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$450.0 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$297.4 million</font><font style="font-family:inherit;font-size:10pt;">, net of less than </font><font style="font-family:inherit;font-size:10pt;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2.6 million</font><font style="font-family:inherit;font-size:10pt;"> of remaining issuance discounts respectively, are recorded as &#8220;Long-Term Debt&#8221; in the consolidated balance sheet at December&#160;31, 2013. </font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The 2017 notes and 2022 notes were issued at discounts of less than </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;text-decoration:none;">$2.9 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. In addition, in connection with the issuance, we incurred underwriting and other fees of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2.5 million</font><font style="font-family:inherit;font-size:10pt;"> for the 2017 notes and 2022 notes, respectively. These costs are being amortized over the life of the applicable notes. The 2017 notes and 2022 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2017 notes and 2022 notes do not contain any financial covenants. </font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;">. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.5 million</font><font style="font-family:inherit;font-size:10pt;"> on March&#160;28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded to &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> were recorded to "Other Income (Expense) &#8211; Net" in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, 2012. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In November 2010, we issued senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">November&#160;15, 2015</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;the 2015 notes&#8221;), bearing interest at a fixed annual rate of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2.875%</font><font style="font-family:inherit;font-size:10pt;">, payable semi-annually. The proceeds were used in December 2010 to repay our then outstanding </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> senior notes, bearing interest at a fixed annual rate of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5.50%</font><font style="font-family:inherit;font-size:10pt;">, which had a maturity date of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">March&#160;15, 2011</font><font style="font-family:inherit;font-size:10pt;"> (the &#8220;2011 notes&#8221;). In connection with the redemption of the 2011 notes, we recorded a premium payment of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.7 million</font><font style="font-family:inherit;font-size:10pt;"> to &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2010</font><font style="font-family:inherit;font-size:10pt;">. The 2015 notes of </font><font style="font-family:inherit;font-size:10pt;">$299.6 million</font><font style="font-family:inherit;font-size:10pt;">, net of </font><font style="font-family:inherit;font-size:10pt;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;"> remaining discount, are recorded as &#8220;Long-Term Debt&#8221; in the consolidated balance sheet at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The 2015 notes were issued at a discount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.1 million</font><font style="font-family:inherit;font-size:10pt;">, and, in connection with the issuance, we incurred underwriting and other fees of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2.5 million</font><font style="font-family:inherit;font-size:10pt;">. These costs are being amortized over the life of the 2015 notes. The 2015 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2015 notes do not contain any financial covenants. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$125 million</font><font style="font-family:inherit;font-size:10pt;">. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statements of operations and comprehensive income.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of </font><font style="font-family:inherit;font-size:10pt;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> and the receipt of </font><font style="font-family:inherit;font-size:10pt;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in cash on March&#160;12, 2012, the swap termination settlement date. The gain of </font><font style="font-family:inherit;font-size:10pt;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Approximately </font><font style="font-family:inherit;font-size:10pt;">$0.8 million</font><font style="font-family:inherit;font-size:10pt;"> of derivative gains offset by a </font><font style="font-family:inherit;font-size:10pt;">$0.5 million</font><font style="font-family:inherit;font-size:10pt;"> loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March&#160;31, 2012. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.9 million</font><font style="font-family:inherit;font-size:10pt;"> adjustment in the carrying amount of the hedged debt at the date of termination is being amortized as an offset to &#8220;Interest Expense&#8221; in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> of amortization was recorded during the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, resulting in a balance of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2.5 million</font><font style="font-family:inherit;font-size:10pt;"> in the consolidated balance sheet at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Credit Facility</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, we had an </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;">, revolving credit facility, which expires in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">October 2016</font><font style="font-family:inherit;font-size:10pt;">. Borrowings under the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility are available at prevailing short-term interest rates. The facility requires the maintenance of interest coverage and total debt to Earnings Before Income Taxes, Depreciation and Amortization (&#8220;EBITDA&#8221;) ratios, which are defined in the credit agreement. We were in compliance with these revolving credit facility financial covenants at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012.</font></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, we had </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$466.5 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$240.2 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of borrowings outstanding under the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility with weighted average interest rates of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1.24%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1.62%</font><font style="font-family:inherit;font-size:10pt;">, respectively. We borrowed under this facility from time-to-time during the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> to supplement the timing of receipts in order to fund our working capital. We have also borrowed under this facility from time-to-time to fund a portion of our share repurchases. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility also supports our commercial paper program which was increased from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> during July 2012. Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> outstanding at any one time and with maturities not exceeding </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">364</font><font style="font-family:inherit;font-size:10pt;"> days from the date of issuance. Outstanding commercial paper effectively reduces the amount available for borrowing under the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$800 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility. We did not borrow under our commercial paper program during the years ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Other</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, certain of our international operations had uncommitted lines of credit of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$2.6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.0 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. There were no borrowings outstanding under these lines of credit at December&#160;31, 2013 and 2012, respectively. These arrangements have no material facility fees and no compensating balance requirements.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, we were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties and parent guarantees in favor of certain of our banks totaling </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12.5 million</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2012, we terminated our then-outstanding interest rate derivatives that were intended to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR, resulting in the receipt of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in cash on the date of termination.&#160; Interest paid for all outstanding debt totaled </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$39.9 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$41.8 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$33.4 million</font><font style="font-family:inherit;font-size:10pt;"> during the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div></div> 300000000 300000000 300000000 450000000 0.02875 0.06 0.0325 0.04375 0.055 2017-12-01 2022-12-01 2011-03-15 2015-11-15 400000 2600000 2900000 100000 1100000 100000 3500000 3000000 2500000 2500000 3400000 100000 30800000 11900000 15400000 -4300000 1600000 -3800000 20100000 24400000 8800000 17800000 4900000 11700000 610700000 600800000 -2600000 1200000 3100000 333500000 221700000 11500000 10300000 142800000 250000000 183400000 298100000 14000000 26300000 247800000 148400000 38900000 41900000 2000000 4400000 32000000 40500000 8500000 250800000 145900000 5100000 5200000 4100000 2600000 35400000 38300000 38100000 38800000 40600000 48100000 39600000 35700000 700000 0 4200000 8500000 -27800000 925800000 -13200000 1177500000 11600000 17000000 -920300000 -1171600000 5900000 -1600000 -10800000 5500000 178100000 128100000 0 0 0 0 2500000 4100000 -3300000 -100000 4700000 -12900000 1400000 -35600000 2500000 -26400000 -43700000 2300000 -10000000 -9200000 -9900000 300000 300000 300000 -2600000 36000000 -27400000 -653300000 -27000000 -375900000 0.0364 0.0259 0.0443 0.0318 0.0595 0.0599 0.0511 0.0347 0.0259 0.0371 0.0430 0.0317 0.0715 0.0805 0.0724 0.0559 0.0627 0.0580 1972100000 25100000 27000000 27400000 1837500000 1827600000 15900000 97900000 15100000 96700000 31800000 3000000 51200000 2800000 400000 10100000 400000 10600000 600000 0 -500000 0 10000000 582400000 4300000 106700000 2700000 113700000 3000000 118300000 3500000 113900000 110200000 3800000 0 94100000 0 0 110400000 99300000 0 89200000 0 0 402600000 0 0 982600000 32600000 50600000 38900000 0 15800000 0 0 0 0 7300000 0 0 0 1451700000 48600000 241100000 402600000 38600000 0 2400000 35500000 0 0 44200000 7300000 79800000 0 67200000 2000000 0 0 0 0 200100000 11800000 38600000 79800000 51400000 12600000 12600000 67200000 0 0 0 0 0 38900000 0 0 36900000 0 32600000 1200000 1200000 0 2000000 0 580000000 580000000 1171700000 22100000 982600000 0 22100000 0 0 0 0 0 0 0 200100000 36900000 35500000 38600000 0 51400000 2400000 11800000 15800000 0 44200000 0 0 38900000 0 0 48600000 34800000 32300000 0 102300000 0 0 0 58500000 215100000 36100000 58500000 215100000 0 0 78300000 39400000 58500000 619700000 404600000 0 800000 800000 1318800000 0 0 75200000 0 619700000 34800000 9000000 0 0 10500000 42200000 451300000 0 0 0 78300000 0 6800000 0 0 39500000 67600000 0 518800000 0 0 21200000 9000000 0 0 38600000 0 0 0 102300000 0 39500000 78100000 765200000 78100000 0 0 0 0 0 6800000 0 0 75200000 0 38600000 0 0 67600000 36100000 0 42200000 900000 76800000 0 0 900000 0 76800000 0 0 0 404600000 34800000 97900000 10500000 0 21200000 451300000 1318800000 1451700000 0 0 1248100000 0 0 0 -2100000 -8300000 1100000 0 7100000 0 -27000000 -27400000 -375900000 -653300000 -35700000 1000000 -1600000 300000 0 0 2500000 2000000 75200000 600000 85000000 700000 70200000 900000 700000 600000 17700000 -11000000 7100000 -9100000 -11000000 24900000 52200000 584500000 329600000 38600000 368200000 636700000 1804400000 1945500000 0 0 0 400000 4800000 5900000 800000 400000 5800000 800000 800000 800000 1300000 0.52 1 1 0.45 0.52 0.03 0.45 0.03 0.62 0.55 0.06 0.42 0 0.35 0.06 0.08 0.085 0.065 0.05 0.03 1.00 0.55 0.45 1.00 0.03 0.52 0.42 0.1 8500000 15700000 13600000 5300000 7800000 78300000 81100000 71200000 12300000 8100000 11200000 75300000 14400000 41800000 12200000 6300000 18800000 41600000 17200000 13600000 42900000 13000000 68200000 5800000 72000000 3000000 4900000 2500000 0 0 400000 0 400000 0 0 400000 0 0 400000 400000 0 0 0 400000 400000 400000 400000 0 300000 -300000 300000 800000 -500000 5800000 -5800000 -700000 -500000 -200000 -6800000 5700000 0 0 0 -500000 800000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Financial Instruments</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward contracts to hedge short-term foreign currency denominated loans, investments and certain third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries and foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under &#8220;Interest Rate Risk Management&#8221; below.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our trade receivables do not represent a significant concentration of credit risk at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, because we sell to a large number of customers in different geographical locations and industries.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Interest Rate Risk Management</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. As of December 31, 2013, we did not have any interest rate derivatives outstanding.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value Hedges</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For interest rate derivative instruments that are designated and qualify as a fair value hedge, we assess quarterly whether the interest rate swaps are highly effective in offsetting changes in the fair value of the hedged debt. Changes in fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statements of operations and comprehensive income. The effectiveness of the hedge is monitored on an ongoing basis for hedge accounting purposes, and if the hedge is considered ineffective, we discontinue hedge accounting prospectively.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In November 2010, we issued senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">November&#160;15, 2015</font><font style="font-family:inherit;font-size:10pt;"> (&#8220;the 2015 notes&#8221;). In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$125 million</font><font style="font-family:inherit;font-size:10pt;">. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statements of operations and comprehensive income.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> and the receipt of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in cash on March&#160;12, 2012, the swap termination settlement date. The gain of </font><font style="font-family:inherit;font-size:10pt;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.8 million</font><font style="font-family:inherit;font-size:10pt;"> of derivative gains offset by a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.5 million</font><font style="font-family:inherit;font-size:10pt;"> loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March&#160;31, 2012. The </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.9 million</font><font style="font-family:inherit;font-size:10pt;"> adjustment in the carrying amount of the hedged debt at the date of termination will be amortized as an offset to &#8220;Interest Expense&#8221; in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> of amortization was recorded from the swap termination date through </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, resulting in a balance of </font><font style="font-family:inherit;font-size:10pt;">$2.5 million</font><font style="font-family:inherit;font-size:10pt;"> in the consolidated balance sheet at </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> of derivative gains offset by a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> loss on the fair value adjustment related to the hedged debt were recorded for the year ended </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2011</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Cash Flow Hedges</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For interest rate derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the periodic hedge remeasurement gains or losses on the derivative are reported as a component of other comprehensive income ("OCI") and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;">. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.5 million</font><font style="font-family:inherit;font-size:10pt;"> on March&#160;28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded to &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded to "Other Income (Expense) &#8211; Net" in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2009 and December 2008, we entered into interest rate swap agreements with aggregate notional amounts of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$25 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$75 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, and designated these interest rate swaps as cash flow hedges against variability in cash flows related to our then-existing </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$650 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in the fair value of the hedges were recorded in OCI. In connection with the termination of our former </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$650 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> on October&#160;25, 2011, the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$650 million</font><font style="font-family:inherit;font-size:10pt;"> revolving credit facility termination date, and were recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income at December&#160;31, 2011.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Foreign Exchange Risk Management</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and option contracts to execute our hedging strategies. Typically, these contracts have maturities of </font><font style="font-family:inherit;font-size:10pt;">12</font><font style="font-family:inherit;font-size:10pt;"> months or less. These contracts are denominated primarily in the British pound sterling, the Euro and Canadian dollar. The gains and losses on the forward contracts associated with the balance sheet positions are recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains on the underlying foreign currency transactions.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In addition, we may use foreign exchange option contracts to hedge certain foreign earnings streams and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward and option contracts are marked-to-market at the end of each quarter and the fair value impacts are reflected within the consolidated financial statements.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At December 31, 2013 and 2012, we did not have any foreign exchange option contracts outstanding. As of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, the notional amounts of our foreign exchange forward contracts were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$295.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300.7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Realized gains and losses associated with these contracts were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.5 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$24.7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">; </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$20.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$14.3 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">; and </font><font style="font-family:inherit;font-size:10pt;">$17.3 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$18.6 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">. Unrealized gains and losses associated with these contracts were less than </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">; </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.1 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">; and </font><font style="font-family:inherit;font-size:10pt;">$0.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$0.7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, at December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Values of Derivative Instruments in the Consolidated Balance Sheets</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="22%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset Derivatives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Liability Derivatives</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2012</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives designated as hedging instruments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Accrued&#160;&amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current&#160;Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Accrued&#160;&amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current&#160;Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total Derivatives designated as hedging instruments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives not designated as hedging instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Foreign exchange forward contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Accrued &amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current Liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Accrued &amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current Liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives not designated as hedging instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total Derivatives</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="29" rowspan="1"></td></tr><tr><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives&#160;in&#160;Cash</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Flow&#160;Hedging</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Relationships</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;of&#160;Gain&#160;or&#160;(Loss)</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Recognized in OCI on</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Effective Portion)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Location&#160;of&#160;Gain&#160;or</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Loss)&#160;Reclassified</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">from AOCI into Income</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Effective Portion)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;of&#160;Gain&#160;or&#160;(Loss)</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Reclassified from</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">AOCI</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">into Income (Effective</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Portion)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Location&#160;of&#160;Gain&#160;or</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Loss)&#160;Recognized&#160;in</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Income&#160;on&#160;Derivatives</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Ineffective&#160;Portion&#160;and</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;Excluded&#160;from</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Effectiveness Testing)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount of Gain or (Loss)</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Recognized in Income on</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives (Ineffective</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Portion and Amount</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Excluded from</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Effectiveness Testing)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Non-Operating Income&#160;(Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Non-Operating</font></div><div style="font-size:7pt;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Income&#160;(Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="23" rowspan="1"></td></tr><tr><td width="0%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="21" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gain or (Loss) Recognized in Income on Derivatives</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives in Fair</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Value Hedging</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Relationships</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Hedged&#160;Item</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Non-Operating</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Income&#160;(Expenses)</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fixed-</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">rate</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">debt</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Non-Operating</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Income&#160;(Expenses)</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our foreign exchange forward and option contracts are not designated as hedging instruments under authoritative guidance.</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="24%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives not Designated as Hedging</font></div><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Instruments</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Location of Gain or (Loss) Recognized in</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income on Derivatives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain or (Loss) Recognized&#160;in&#160;Income&#160;on&#160;Derivatives</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange forward contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange option contracts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Fair Value of Financial Instruments</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated intercompany loans and certain third-party and intercompany transactions and we use foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. Fair value for derivative financial instruments is determined utilizing a market approach.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have a process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves and referenced credit spreads.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to utilizing external valuations, we conduct our own internal assessment of the reasonableness of the external valuations by utilizing a variety of valuation techniques including Black-Scholes option pricing and discounted cash flow models that are consistently applied. Inputs to these models include observable market data, such as yield curves, and foreign exchange rates where applicable. Our assessments are designed to identify prices that do not accurately reflect the current market environment, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. We also follow established routines for reviewing and reconfirming valuations with the pricing provider, if deemed appropriate. In addition, the pricing provider has an established challenge process in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our own creditworthiness and constraints on liquidity. For inactive markets that do not have observable pricing or sufficient trading volumes, or for positions that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management&#8217;s best estimate will be used.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;">, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by authoritative guidance, are as follows:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="3" rowspan="1"></td></tr><tr><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="81%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Level&#160;Input</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Input Definition</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level&#160;I</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level&#160;II</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level&#160;III</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management&#8217;s best estimate of what market participants would use in pricing the asset or liability at the measurement date.</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In certain cases, the inputs used to measure fair value may fall into different&#160;levels of the fair value hierarchy.&#160;In such&#160;cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement&#160;in its entirety.&#160;Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific&#160;to the asset or liability.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes fair value measurements by level at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> for assets and liabilities measured at fair value on a recurring basis:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Active Markets</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">for Identical</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets&#160;(Level&#160;I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level&#160;III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Equivalents (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Current Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued and Current Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes fair value measurements by level at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;"> for assets and liabilities measured at fair value on a recurring basis:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Active Markets</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">for Identical</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level&#160;III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December&#160;31, 2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Equivalents (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Current Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued and Current Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and 2012, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.21875%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Carrying</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount&#160;(Asset)</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Fair Value</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Asset)&#160;Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Carrying</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount&#160;(Asset)</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Fair Value</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Asset)&#160;Liability</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term Debt</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,054.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,059.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit Facilities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">237.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Items Measured at Fair Value on a Nonrecurring Basis</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition to assets and liabilities that are recorded at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2013, we recorded an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$31.3 million</font><font style="font-family:inherit;font-size:10pt;"> primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; above for discussion on Level inputs), as market data is not readily available. Of the </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$31.3 million</font><font style="font-family:inherit;font-size:10pt;"> impairment charge, </font><font style="font-family:inherit;font-size:10pt;">$28.6 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Operating Costs" and </font><font style="font-family:inherit;font-size:10pt;">$2.7 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Selling and Administrative Expenses" in our North America segment.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2013, we also recorded an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$1.7 million</font><font style="font-family:inherit;font-size:10pt;"> related to our Portal asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; above for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the first quarter of 2012, we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of intangible assets, prepaid costs and software is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs (see &#8220;Fair Value of Financial Instruments&#8221; above for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> charge, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.1 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Operating Costs" and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.8 million</font><font style="font-family:inherit;font-size:10pt;"> was included in "Selling and Administrative Expenses" in our Asia Pacific segment.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the fourth quarter of 2011, we recorded an impairment charge of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.3 million</font><font style="font-family:inherit;font-size:10pt;"> related to the intangible assets acquired from the AllBusiness.com acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> based on Level III inputs. The impairment charge is included in &#8220;Selling and Administrative Expenses&#8221; in our North America segment. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the third quarter of 2011, we recorded an impairment charge of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8 million</font><font style="font-family:inherit;font-size:10pt;"> related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;">. The impairment charge is included in "Other Income (Expense) &#8211;Net" in our Europe and Other International Markets segment.</font></div></div> 0 0 0 0 0 0 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Employee Stock Plans </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total stock-based compensation expense and expected tax benefit for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2011</font><font style="font-family:inherit;font-size:10pt;"> are as follows: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.21951219512195%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="51%" rowspan="1" colspan="1"></td><td width="2%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock-based Compensation Expense:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Restricted Stock Units/Restricted Stock</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Stock Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Employee Stock Purchase Plan ("ESPP")</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Compensation Expense</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.21951219512195%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="51%" rowspan="1" colspan="1"></td><td width="2%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Expected Tax Benefit:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Restricted Stock Units/Restricted Stock</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Stock Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Expected Tax Benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Incentive Plans </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Dun&#160;&amp; Bradstreet Corporation 2009 Stock Incentive Plan (&#8220;2009 SIP&#8221;) and 2000 Dun&#160;&amp; Bradstreet Corporation Non-Employee Directors&#8217; Stock Incentive Plan (&#8220;2000 DSIP&#8221;) allow for the granting of stock-based awards, such as, but not limited to, stock options, restricted stock units and restricted stock, to certain employees and non-employee directors. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On May&#160;5, 2009, our shareholders approved the 2009 SIP which authorized the issuance of up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5,400,000</font><font style="font-family:inherit;font-size:10pt;"> shares of our common stock plus any shares that were remaining and available for issuance under The Dun&#160;&amp; Bradstreet Corporation 2000 Stock Incentive Plan (&#8220;2000 SIP&#8221;) that were not subject to outstanding awards as of May&#160;5, 2009 or that become available for issuance upon forfeiture, cancellation or expiration of awards granted under the 2000 SIP without having been exercised or settled in shares. As of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,133,539</font><font style="font-family:inherit;font-size:10pt;"> shares were remaining and available from the 2000 SIP. At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4,679,309</font><font style="font-family:inherit;font-size:10pt;"> shares, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4,813,551</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5,153,694</font><font style="font-family:inherit;font-size:10pt;"> shares of our common stock, respectively, were available for future grants under the 2009 SIP. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On May&#160;2, 2007, our shareholders approved an amendment increasing the authorization under the 2000 DSIP from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">300,000</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">700,000</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock. At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">152,438</font><font style="font-family:inherit;font-size:10pt;"> shares, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">192,206</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">230,993</font><font style="font-family:inherit;font-size:10pt;"> shares of our common stock, respectively, were available for future grants under the 2000 DSIP. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our practice has been to settle all awards issued under the stock incentive plans and ESPP through the issuance of treasury shares. In addition, we have in place share repurchase programs to mitigate the dilutive effect of the shares issued under these plans.</font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Stock Units/Restricted Stock Programs</font><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our restricted stock units/restricted stock programs include both performance-based awards and service-based awards. The performance-based awards have either a market condition or a performance condition. All awards contain a service-based condition. Prior to 2010, we also utilized grants of restricted stock; however, as of December 31, 2012 all of the outstanding restricted stock awards had vested.</font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Performance-based Restricted Stock Units/Restricted Stock</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Leveraged Restricted Stock Units (&#8220;LRSUs&#8221;) -</font><font style="font-family:inherit;font-size:10pt;"> Beginning in 2013, certain employees were granted target awards of LRSUs. These awards vest in </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> substantially equal annual tranches beginning </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">200%</font><font style="font-family:inherit;font-size:10pt;"> of the target award depending on the Company&#8217;s stock price appreciation or depreciation over a </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;"> year, </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> year and </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> year performance period. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.6341463414634%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of LRSUs granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$85.48</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected volatility is based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The results is then annualized and compounded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The LRSUs are not entitled to dividend equivalents. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance Units with Market Condition</font><font style="font-family:inherit;font-size:10pt;"> - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a market condition. These awards vest in </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> substantially equal annual tranches beginning </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">200%</font><font style="font-family:inherit;font-size:10pt;"> of the target award depending on the Company&#8217;s three-year Total Shareholder Return performance relative to Standard &amp; Poor&#8217;s 500 companies. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.82926829268293%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.33%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of Performance Units granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$86.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected volatility is based on historical volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The Performance Units with Market Condition are not entitled to dividend equivalents. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance Units with Performance Condition</font><font style="font-family:inherit;font-size:10pt;"> - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a performance condition. These awards vest in </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> substantially equal annual tranches beginning </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">200%</font><font style="font-family:inherit;font-size:10pt;"> of the target award depending on the Company&#8217;s three-year revenue compounded annual growth rate. The expense for these awards is recognized on a graded-vesting basis. The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Compensation expense related to Performance Units with Performance Condition is initially recognized assuming that the target level of performance will be achieved. Final compensation expense recognized will ultimately depend on the actual number of shares earned against the performance condition as well as fulfillment of the requisite service condition. The Performance Units with Performance Condition are not entitled to dividend equivalents.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restricted Stock Unit Opportunity </font><font style="font-family:inherit;font-size:10pt;">- Beginning in 2004, certain employees were provided an opportunity to receive an award of restricted stock units or restricted stock in the future. Beginning in 2010, we only provide an opportunity to receive an award of restricted stock units and no longer have restricted stock award grants outstanding. That award is contingent on performance against the same goals that drive payout under the annual cash incentive plan. The restricted stock units will be granted, if at all, after the </font><font style="font-family:inherit;font-size:10pt;">one</font><font style="font-family:inherit;font-size:10pt;">-year performance goals have been met and will then vest over a </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;">-year period on a graded basis. Compensation expense associated with these grants is recognized on a graded basis over </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> years, including the performance period. The annual award of restricted stock units to employees is generally granted in the first quarter of the year following the conclusion of the fiscal year for which the goals were measured and attained. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The restricted stock units earned from the restricted stock opportunity are entitled to dividend equivalents, payable only if and when the underlying restricted stock unit vests.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Changes in our nonvested performance-based restricted stock units for the year ended December 31, 2013 are summarized as follows:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.73170731707317%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance-based Restricted Stock Units</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Grant-Date Fair Value Per Share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104,976</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">193,970</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.01</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(65,002)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.50</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(94,526)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,418</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total unrecognized compensation cost related to nonvested performance-based restricted stock units at December&#160;31, 2013 was </font><font style="font-family:inherit;font-size:10pt;">$4.9 million</font><font style="font-family:inherit;font-size:10pt;">. This cost is expected to be recognized over a weighted average period of </font><font style="font-family:inherit;font-size:10pt;">1.9</font><font style="font-family:inherit;font-size:10pt;"> years. The weighted average grant date fair value per share of the performance-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was </font><font style="font-family:inherit;font-size:10pt;">$82.80</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$80.45</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Service-based Restricted Stock Units/Restricted Stock </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">From time-to-time, in order to attract and retain executive talent, the Company issues special grants of restricted stock units. These grants generally vest over a </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;">-year period on a graded basis. On occasion, we have also issued grants which vest over a </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;">-year period on a graded basis. Compensation expense associated with these grants is recognized on a straight-line basis over the life of the award. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our non-employee directors receive grants of restricted stock units as part of their annual equity retainer. These grants vest on a cliff basis </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> years from the date of grant. Compensation expense associated with these awards is generally recognized in the year the award is granted. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For restricted stock units, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The service-based restricted stock units are entitled to dividend equivalents payable only if and when the underlying restricted stock units vest. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Changes in our nonvested service-based restricted stock units for the year ended December 31, 2013 are summarized as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.90243902439025%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Service-based Restricted Stock Units</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Grant-Date Fair Value Per Share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,293</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,368</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(61,681)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.13</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13,972)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120,008</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.83</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total unrecognized compensation cost related to nonvested service-based restricted stock units at December&#160;31, 2013 was </font><font style="font-family:inherit;font-size:10pt;">$3.6 million</font><font style="font-family:inherit;font-size:10pt;">. This cost is expected to be recognized over a weighted average period of </font><font style="font-family:inherit;font-size:10pt;">1.8</font><font style="font-family:inherit;font-size:10pt;"> years. The weighted average grant date fair value per share of the service-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was </font><font style="font-family:inherit;font-size:10pt;">$80.42</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$75.39</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total fair value of all restricted stock units and restricted stock vesting during the years ended December&#160;31, 2013, 2012 and 2011 was </font><font style="font-family:inherit;font-size:10pt;">$12.1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$10.6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$8.9 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. The expected tax benefit associated with the tax deduction from the vesting of restricted stock units and restricted stock totaled </font><font style="font-family:inherit;font-size:10pt;">$4.5 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">$3.9 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$2.9 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, 2013, 2012 and 2011, respectively. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Option Programs </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock options granted under the 2009 SIP and 2000 SIP generally vest in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;"> equal installments beginning on the first anniversary of the grant. Stock options granted under the 2000 DSIP generally vest </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">100%</font><font style="font-family:inherit;font-size:10pt;"> on the first anniversary of the grant. All stock options generally expire </font><font style="font-family:inherit;font-size:10pt;">ten</font><font style="font-family:inherit;font-size:10pt;"> years from the date of the grant. The annual award of stock options to employees is generally granted in the first quarter of the year. Beginning in 2013, the annual award of stock options to employees was replaced with an award of Leveraged Restricted Stock Units.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option valuation model that used the weighted average assumptions in the following table:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.00</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.00</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.66%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.55%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of stock options granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$21.57</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$15.01</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$15.86</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine the expected term assumption using a midpoint scenario which combines our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.</font></div><div style="line-height:120%;padding-top:18px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Changes in stock options for the year ended December&#160;31, 2013 are summarized as follows: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:96%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,840,845</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77.61</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,908</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101.04</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(903,756</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.87</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or expired</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(85,250</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.77</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">855,747</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable and unvested expected to vest at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">843,683</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.18</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable at December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">501,439</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.73</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock options outstanding at December&#160;31, 2013 were originally granted during the years 2004 through 2013 and are exercisable over periods ending no later than 2023. At December&#160;31, 2012 and 2011, stock options for </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">1,127,607</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">1,238,434</font><font style="font-family:inherit;font-size:10pt;"> shares of our common stock, respectively, were exercisable. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total intrinsic value of stock options exercised during the years ended December&#160;31, 2013, 2012 and 2011 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$20.8 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$8.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$15.7 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes information about stock options outstanding at December&#160;31, 2013: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.80487804878048%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="29%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options Exercisable</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Range of Exercise Prices</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$59.86-$71.28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">238,143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.06</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">172,093</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.42</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$74.69-$80.45</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">211,950</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119,075</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.97</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$82.64-$82.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229,975</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,500</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$88.04-$107.17</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">175,679</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.57</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">171,771</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">855,747</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">501,439</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total unrecognized compensation cost related to nonvested stock options at December&#160;31, 2013 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$1.7 million</font><font style="font-family:inherit;font-size:10pt;">. This cost is expected to be recognized over a weighted average period of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">1.3</font><font style="font-family:inherit;font-size:10pt;"> years. The total fair value of stock options vested during the years ended December&#160;31, 2013, 2012 and 2011 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$4.2 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$4.8 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.9 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash received from the exercise of D&amp;B stock options for the year ended December&#160;31, 2013 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$65.7 million</font><font style="font-family:inherit;font-size:10pt;">. The expected tax benefit associated with the tax deduction from the exercise of stock options totaled </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$7.7 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December&#160;31, 2013. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Employee Stock Purchase Plan </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Under The Dun&#160;&amp; Bradstreet Corporation 2000 Employee Stock Purchase Plan, we are authorized to sell (to eligible employees) up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,500,000</font><font style="font-family:inherit;font-size:10pt;"> shares of our common stock of which </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">359,963</font><font style="font-family:inherit;font-size:10pt;"> shares remain available for future purchases as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Under the terms of the ESPP, employees can purchase our common stock at a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">15%</font><font style="font-family:inherit;font-size:10pt;"> discount from market value, subject to certain limitations as set forth in the ESPP. The purchase price of the stock on the date of purchase is </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">85%</font><font style="font-family:inherit;font-size:10pt;"> of the average of the high and low prices of our stock on the last trading day of the month. Under the ESPP, we sold </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50,277</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">58,417</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">67,010</font><font style="font-family:inherit;font-size:10pt;"> shares to employees for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. Cash received from employees participating in the ESPP for the year ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$3.9 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> 2000000 -400000 200000 3000000 1400000 6100000 0 0 -11700000 6100000 0 69300000 71200000 70500000 69300000 700000 63100000 0 63100000 69300000 63100000 70500000 0.44 6.47 5.31 6.61 2.22 1.21 1.77 1.33 1.89 1.98 1.46 1.30 5.28 6.43 6.54 1.20 1.32 1.76 2.20 1.96 1.29 1.44 1.87 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Earnings Per Share (&#8220;EPS&#8221;) of Common Stock. </font><font style="font-family:inherit;font-size:10pt;">Basic EPS is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted EPS is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted EPS is solely attributable to stock options and restricted stock programs. We use the treasury stock method to calculate the impact of outstanding stock options and restricted stock units. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just service. Our performance-based restricted stock units are deemed to be contingently issuable shares.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securitie</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Earnings Per Share</font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. We did not have any weighted average restricted shares outstanding for the year ended December 31, 2013. The weighted average restricted shares outstanding were </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">11,658</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">66,495</font><font style="font-family:inherit;font-size:10pt;"> shares for the years ended December&#160;31, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just services. Beginning in 2013, we granted certain employees target awards of performance-based restricted stock units, in the form of leveraged restricted stock units or performance units. As the actual number of D&amp;B common shares ultimately received by the employee can range from </font><font style="font-family:inherit;font-size:10pt;">zero</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">200%</font><font style="font-family:inherit;font-size:10pt;"> of the target award depending on the Company&#8217;s actual performance against the pre-establish market conditions or performance conditions, these awards are considered contingently issuable shares.&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.4140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">260.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Allocation to Participating Securities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Income Attributable to D&amp;B Common Shareholders &#8211; Basic and Diluted</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">260.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Number of Shares Outstanding &#8211; Basic</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.1</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.6</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.9</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dilutive Effect of Our Stock Incentive Plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Number of Shares Outstanding &#8211; Diluted</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.61</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.31</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.54</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.43</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.28</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Stock-based awards (including contingently issuable shares) to acquire </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">99,154</font><font style="font-family:inherit;font-size:10pt;"> shares, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,345,796</font><font style="font-family:inherit;font-size:10pt;"> shares and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,434,780</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock were outstanding at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively, but were not included in the computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Our options generally expire </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">ten</font><font style="font-family:inherit;font-size:10pt;">&#160;years from the grant date and our stock awards vest generally within </font><font style="font-family:inherit;font-size:10pt;">three</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> years.</font></div><div style="line-height:120%;padding-top:12px;text-indent:42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our share repurchases were as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:97.8515625%;border-collapse:collapse;text-align:left;"><tr><td colspan="22" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="20" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Program</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="20" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Share Repurchase Programs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,545,513</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">325.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,483,144</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">480.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,815,888</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)(b)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">126.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (&#8220;ESPP&#8221;)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">962,686</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">95.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">354,046</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">27.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">797,813</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">59.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Total Repurchases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">4,508,199</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">420.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,837,190</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">508.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,613,701</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">185.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(a)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2012, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> increase to our then-existing </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program, for a total program authorization of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1 billion</font><font style="font-family:inherit;font-size:10pt;">. The then-existing </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$200 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program. During the year ended December&#160;31, 2013, we repurchased </font><font style="font-family:inherit;font-size:10pt;">3,545,513</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$325.0 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. During the year ended December&#160;31, 2012, we repurchased </font><font style="font-family:inherit;font-size:10pt;">6,483,144</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$480.1 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. During the year ended December 31, 2011, we repurchased </font><font style="font-family:inherit;font-size:10pt;">435,770</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$29.8 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. We anticipate that this program will be completed around the middle of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(b)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2009, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$200 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program, which commenced in December 2009 upon completion of the previous </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;">-year repurchase program. During the year ended December 31, 2011, we repurchased </font><font style="font-family:inherit;font-size:10pt;">1,380,118</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$96.3 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. This program was completed in November 2011.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(c)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2010, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;">-year, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">October 2014</font><font style="font-family:inherit;font-size:10pt;">. We anticipate that this program will be completed by </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">October 2014</font><font style="font-family:inherit;font-size:10pt;">, due to its expiration, regardless of whether all shares have been repurchased.</font></div></td></tr></table></div> 4400000 -600000 1800000 0.35 0.35 0.35 -0.001 -0.005 0.007 0.008 0.007 0.005 0.003 0.018 0.003 0.017 0.022 0.009 0.004 0.004 0.000 -0.013 -0.013 -0.009 86400000 96500000 65700000 3600000 4900000 1700000 P1Y10M24D P4Y P1Y292D P1Y110D 1400000 2300000 2900000 2300000 3700000 1500000 4300000 2800000 600000 7700000 2200000 5800000 3500000 5800000 2200000 3500000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.21875%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Carrying</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount&#160;(Asset)</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Fair Value</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Asset)&#160;Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Carrying</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount&#160;(Asset)</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Liability</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Fair Value</font></div><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">(Asset)&#160;Liability</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-term Debt</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,054.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,059.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit Facilities</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">237.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> 0 400000 0 400000 400000 400000 0 0 0 0 P3Y P17Y P1Y 13800000 78200000 72700000 7300000 24400000 14800000 6200000 7600000 11400000 12300000 -1900000 1100000 100000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Foreign Currency Translation. </font><font style="font-family:inherit;font-size:10pt;">For all operations outside the U.S. where we have designated the local currency as the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using average exchange rates for the year. For those countries where we designate the local currency as the functional currency, translation adjustments are accumulated in a separate component of shareholders&#8217; equi</font></div></div> 611100000 589100000 210200000 234000000 222000000 113800000 110600000 266500000 265100000 266000000 110400000 598400000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Goodwill and Other Indefinite-Lived Intangible Assets. </font><font style="font-family:inherit;font-size:10pt;">Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment that is a business for which discrete financial information is available and reviewed by a segment manager. Our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Asia Partnerships, Greater China, Australia and India. We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (&#8220;EBITDA&#8221;) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we used projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management. </font><font style="font-family:inherit;font-size:1pt;">&#160;</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">No impairment charges were recognized related to goodwill and indefinite-lived intangible assets for the fiscal years ended December 31, 2013, 2012 and 2011.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other intangibles, which primarily include customer lists and relationships, trademarks and technology related assets resulting from acquisitions, are being amortized over </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">one</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;">17</font><font style="font-family:inherit;font-size:10pt;"> years based on their estimated useful life using the straight-line meth</font></div></div> 300000 0 3300000 8000000 11400000 0 0 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:94.24390243902438%;border-collapse:collapse;text-align:left;"><tr><td colspan="27" rowspan="1"></td></tr><tr><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Thereafter</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Impairment of Long-Lived Assets. </font><font style="font-family:inherit;font-size:10pt;">Long-lived assets, including property, plant and equipment, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approac</font></div></div> 295100000 319500000 304100000 64000000 83200000 76500000 396000000 368100000 378300000 14500000 2000000 0 3000000 23500000 33400000 1300000 1600000 1300000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Taxes</font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes consisted of:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S.</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">319.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">304.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income Before Provision for Income Taxes, and Equity in Net Income of Affiliates</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The provision for income taxes consisted of:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="55%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Current Tax Provision:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Current Tax Provision</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Position:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Federal</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Provision</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision for Income Taxes</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">135.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="10" rowspan="1"></td></tr><tr><td width="63%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Statutory Tax Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Taxes, net of U.S. Federal Tax Benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S. Taxes</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax Credits and Deductions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax Contingencies Related to Uncertain Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impact of Legacy Tax Matters</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loss on Investment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective Tax Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income taxes paid were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$126.1 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$110.2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$113.0 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. Income taxes refunded were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.9 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$7.0 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$20.2 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively.</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets (liabilities) are comprised of the following:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:30px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Assets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Losses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bad Debts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension and Postretirement Benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">221.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">333.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(38.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">183.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">298.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Liabilities:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(39.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fixed Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(48.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have not provided for U.S. deferred income taxes or foreign withholding taxes on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$832.3 million</font><font style="font-family:inherit;font-size:10pt;"> of undistributed earnings of our non-U.S. subsidiaries as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, since we intend to reinvest these earnings indefinitely. Additionally, we have not determined the tax liability if such earnings were remitted to the U.S., as the determination of such liability is not practicable. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have federal, state and local, and foreign tax loss carry-forwards, the tax effect of which was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$40.5 million</font><font style="font-family:inherit;font-size:10pt;"> as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$32.0 million</font><font style="font-family:inherit;font-size:10pt;"> of these tax benefits have an indefinite carry-forward period. The remainder of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$8.5 million</font><font style="font-family:inherit;font-size:10pt;"> expires at various times between </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2023</font><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have established a valuation allowance against non-U.S. net operating losses in the amount of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$26.8 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$25.2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$27.4 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively, that in the opinion of our management are more likely than not to expire before we can utilize them. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the year ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, we increased our unrecognized tax benefits by </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.1 million</font><font style="font-family:inherit;font-size:10pt;"> (net of decreases). The increase primarily relates to increases in uncertain tax positions in our U.S. jurisdictions. The total amount of gross unrecognized tax benefits as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;"> were </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$105.8 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$100.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$120.1 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the gross unrecognized tax benefits:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.9140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="77%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="20%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">150.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements with Taxing Authority</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Addition due to CTA</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements with Taxing Authority</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction due to CTA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is </font><font style="font-family:inherit;font-size:10pt;">$99.9 million</font><font style="font-family:inherit;font-size:10pt;">, net of tax benefits. At December 31, 2013, we had anticipated that it was reasonably possible that total unrecognized tax benefits would decrease by approximately </font><font style="font-family:inherit;font-size:10pt;">$63 million</font><font style="font-family:inherit;font-size:10pt;"> within the next 12 months as a result of the effective settlement of an audit and the expiration of applicable statutes of limitation. See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for Subsequent Events. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense, net of tax benefits, recognized for the years ended December&#160;31, 2013, 2012 and 2011 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2.5 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$3.1 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. The total amount of accrued interest as of December&#160;31, 2013 and 2012 was </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$10.4 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$8.4 million</font><font style="font-family:inherit;font-size:10pt;">, net of tax benefits, respectively.</font></div></div> 83100000 135500000 109200000 5800000 0 1900000 7700000 12500000 0 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Income Taxes and Tax Contingencies. </font><font style="font-family:inherit;font-size:10pt;">In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer </font></div></div> 113000000 110200000 126100000 121200000 103200000 92800000 2000000 -700000 3800000 8300000 12000000 14400000 -32000000 -7500000 -15800000 -20700000 -8800000 -30600000 8900000 -8800000 1000000 -9000000 15900000 -15700000 -16600000 3400000 -27800000 -42800000 -69500000 -61300000 76700000 99300000 116100000 45700000 85300000 31000000 29600000 69700000 30800000 39500000 37000000 40700000 0 1700000 3000000 33400000 39900000 41800000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Computer Software. </font><font style="font-family:inherit;font-size:10pt;">We develop various computer software applications for internal use including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (backoffice systems) and systems which we use to deliver our information solutions to customers (customer-facing systems). </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We expense costs as incurred during the preliminary development stage which includes conceptual formulation and review of alternatives. Once that stage is complete, we begin the application development stage which includes design, coding and testing. Direct internal and external costs incurred during this stage are capitalized. Capitalization of costs cease when the software is ready for its intended use and all substantial testing is completed. Upgrades and enhancements which provide added functionality are accounted for in the same manner. Maintenance costs incurred solely to extend the life of the software are expensed as incurred. </font><font style="font-family:inherit;font-size:7pt;">&#160;</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Internal-use software is tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets). </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We also develop software for sale to customers. Costs are expensed until technological feasibility is established after which costs are capitalized until the software is ready for general release to customers. Costs of enhancements that extend the life or improve the marketability of the software are capitalized once technological feasibility is reached. Maintenance and customer support are expensed as incurred. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Capitalized costs of software for sale are amortized on a straight-line basis over the estimated economic life of the software of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> years. We continually evaluate recoverability of the unamortized costs, which are reported at the lower of unamortized cost or net realizable valu</font></div></div> 1300000 800000 1500000 29600000 30900000 30100000 4700000 12500000 2932600000 3006100000 1890300000 1991800000 852300000 876700000 466500000 240200000 0.0124 0.0162 800000000 800000000 650000000 650000000 3000000 2600000 466100000 237700000 1290700000 1516000000 200000 100000 1054800000 1059300000 466500000 240200000 299600000 450000000 297400000 1046500000 1047000000 P12M 6100000 3100000 500000 500000 1200000 1200000 1700000 1700000 -400000 -400000 -235900000 -184300000 -238000000 -73400000 -61600000 -59000000 357800000 312900000 333300000 295500000 258500000 260300000 96000000 56500000 79600000 63400000 52900000 57500000 75300000 72800000 1000000 3600000 -100000 0 1100000 700000 -800000 900000 700000 700000 1300000 11700000 20900000 8700000 3000000 20900000 0 100000 14600000 15800000 290000000 453500000 333900000 484300000 162800000 484200000 164900000 165300000 330800000 980300000 983100000 906300000 -56700000 -41100000 -53800000 6300000 6500000 47100000 45600000 3 3 550500000 587100000 521000000 424800000 437100000 432100000 68800000 407400000 16800000 72900000 499300000 4700000 -122300000 -62200000 480100000 55300000 554400000 480900000 552200000 -127400000 19000000 158700000 103200000 17300000 109700000 4700000 480900000 102500000 89300000 14200000 -30000000 123400000 -122300000 -27000000 5600000 554400000 117300000 139700000 157900000 -31200000 5100000 22700000 74400000 5100000 185700000 68800000 14600000 -34100000 105600000 -11100000 19700000 72900000 87800000 -14700000 84500000 112300000 137100000 2400000 5100000 134900000 407400000 93900000 -16600000 499300000 151200000 15700000 23500000 14000000 86000000 124600000 8400000 19000000 108600000 102400000 120500000 3100000 -16300000 -14600000 -62200000 109700000 28900000 7900000 9200000 17600000 23900000 22200000 26800000 25200000 27400000 40900000 42000000 4400000 8300000 57600000 60600000 -100000 -100000 0 0 -7100000 -2500000 -2500000 -2500000 -6400000 -7100000 -300000 -300000 9900000 9200000 -3100000 -3300000 -35500000 92400000 127900000 -78400000 -60000000 0 18400000 0 3000000 100000 0 100000 3000000 100000 3000000 0 0 1900000 0 1300000 0 62600000 122400000 122400000 62600000 62600000 122400000 -148800000 -148800000 -148800000 -30500000 -17800000 -8500000 -24600000 -6300000 -11800000 62200000 64500000 200000 100000 0 200000 -2000000 1500000 -3300000 2700000 2500000 6400000 -1700000 -15100000 -21200000 0 0 300000 46800000 30300000 0 100000 300000 7200000 -6000000 1000000 100000 -300000 2200000 185400000 420000000 508000000 19700000 28200000 14700000 6600000 21600000 5400000 1600000 0 70400000 62500000 69000000 0 0 13500000 45600000 47200000 67400000 5400000 21200000 4400000 36100000 6700000 9500000 1700000 25000000 33300000 16000000 6700000 34100000 23900000 23300000 6200000 1000000 0 0 7000000 6200000 9500000 2500000 5300000 800000 4400000 900000 3700000 8800000 2000000 100000 700000 6900000 1900000 300000 2200000 3200000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Pension and Postretirement Benefits</font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Through June&#160;30, 2007, we offered to substantially all of our U.S.-based employees coverage under a defined benefit plan called The Dun&#160;&amp; Bradstreet Corporation Retirement Account (&#8220;U.S. Qualified Plan&#8221;). The U.S. Qualified Plan covered active and retired employees. The benefits to be paid upon retirement are based on a percentage of the employee&#8217;s annual compensation. The percentage of compensation allocated annually to a retirement account ranged from </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">3%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">12.5%</font><font style="font-family:inherit;font-size:10pt;"> based on age and service. Amounts allocated under the U.S. Qualified Plan also receive interest credits based on the 30-year Treasury rate or equivalent rate published by the Internal Revenue Service. Pension costs are determined actuarially and funded in accordance with the Internal Revenue Code. During 2010, in conjunction with a determination letter review, we updated certain portions of the U.S. Qualified Plan cash balance pay credit scale, along with the minimum interest crediting rate, retroactive to January&#160;1, 1997. This update ensured that the U.S. Qualified Plan complies with the accrual rules in the Internal Revenue Code. We received a favorable determination letter for the U.S. Qualified Plan in October 2010 in conjunction with these changes.</font></div><div style="line-height:120%;padding-bottom:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We also maintain supplemental and excess plans in the United States (&#8220;U.S. Non-Qualified Plans&#8221;) to provide additional retirement benefits to certain key employees of the Company. These plans are unfunded, pay-as-you-go plans. The U.S. Qualified Plan and the U.S. Non-Qualified Plans account for approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">70%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">14%</font><font style="font-family:inherit;font-size:10pt;"> of our pension obligation, respectively, at December&#160;31, 2013. Effective June&#160;30, 2007, we amended the U.S. Qualified Plan and one of the U.S. Non-Qualified Plans, known as the U.S. Pension Benefit Equalization Plan (the &#8220;PBEP&#8221;). Any pension benefit that had been accrued through such date under the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> plans was &#8220;frozen&#8221; at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan and the PBEP. Our employees in certain of our international operations are also provided with retirement benefits through defined benefit plans, representing the remaining balance of our pension obligations. </font></div><div style="line-height:120%;padding-bottom:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We also provide various health care benefits for retirees. U.S.-based employees hired before January&#160;1, 2004, who retire with </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10 years</font><font style="font-family:inherit;font-size:10pt;"> of vesting service after age </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">45</font><font style="font-family:inherit;font-size:10pt;">, are eligible to receive benefits. Postretirement benefit costs and obligations are determined actuarially. During the first quarter of 2010, we eliminated company-paid life insurance benefits for retirees and modified our sharing with retirees of the Retiree Drug Subsidy that we expect to receive. Effective July&#160;1, 2010, we elected to convert the current prescription drug program for retirees over </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">65</font><font style="font-family:inherit;font-size:10pt;"> to a group-based company sponsored Medicare Part D program, or Employer Group Waiver Plan (&#8220;EGWP&#8221;). Under this change, in 2013 we started to use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Certain of our non-U.S. based employees receive postretirement benefits through government-sponsored or administered programs. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We use an annual measurement date of December&#160;31 for our U.S. and Canada plans and November&#160;30 for other non-U.S. plans. </font></div><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Benefit Obligation and Plan Assets </font></div><div style="line-height:120%;padding-top:8px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the changes in our benefit obligations and plan assets for our pension and postretirement plans. The table also presents the line items in the consolidated balance sheets where the related assets and liabilities are recorded: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in Benefit Obligation:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligation at January 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,972.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,837.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(25.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(70.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(75.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits Paid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct Subsidies Received</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impact of Curtailment/Settlement</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plan Participant Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (Loss) Gain</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assumption Change</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(129.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Changes in Foreign Currency Exchange Rates</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligation at December 31</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,827.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,972.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in Plan Assets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets at January 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,248.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual Return on Plan Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">178.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employer Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct Subsidies Received</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plan Participant Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits Paid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(97.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(96.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Changes in Foreign Currency Exchange Rates</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets at December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,451.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded Status of Plan</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(375.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(653.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:18px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amounts Recorded in the Consolidated Balance Sheets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid Pension Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension and Postretirement Benefits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(362.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(636.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued Payroll</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Amount Recognized</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(375.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(653.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,814.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,954.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount Recognized in Accumulated Other Comprehensive Income Consists of:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial Loss (Gain)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">920.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,171.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service Cost (Credit)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Amount Recognized - Pretax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">925.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,177.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Grantor Trusts are used to fund the U.S. Non-Qualified Plans. At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, the balances in these trusts were $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13.3 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13.5 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, and are included as components of &#8220;Other Non-Current Assets&#8221; in the consolidated balance sheets. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, our pension plans had an aggregate of $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">920.3 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,171.6 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, of actuarial losses that have not yet been included in the net periodic benefit cost. These losses represent the cumulative effect of demographic and investment experience, as well as assumption changes that have been made in measuring the plans&#8217; liabilities. The deferred asset gain or loss is not yet reflected in the market-related value of plan assets and is excluded in determining the loss amortization. At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, our pension plans had $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">59.9 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4.8 million</font><font style="font-family:inherit;font-size:10pt;"> of deferred asset gain, respectively, which were excluded from determining the gain or loss amortization. The remaining gain or loss, to the extent it exceeds the greater of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the projected benefit obligation or market-related value of plan assets, will be amortized into expense each year on a straight-line and plan-by-plan basis, over the remaining expected future working lifetime of active participants or the average remaining life expectancy of the participants if all or almost all of the plan participants are inactive. Currently, the amortization periods range from </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">23</font><font style="font-family:inherit;font-size:10pt;"> years for the U.S. plans and </font><font style="font-family:inherit;font-size:10pt;">six</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">31</font><font style="font-family:inherit;font-size:10pt;"> years for the non-U.S. plans. For certain of our non-U.S. plans, almost all of the plan participants are inactive. In addition, during 2009, we changed the amortization period for our U.S. Qualified Plan from average future service years of active participants to average life expectancy of all plan participants according to our accounting policy. The change was a result of almost all plan participants being deemed inactive. The postretirement benefit plan had $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">11.6 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">17.0 million</font><font style="font-family:inherit;font-size:10pt;"> of actuarial gains as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, respectively. The actuarial gains will be amortized into expense in the same manner as described above. The amortization period is approximately </font><font style="font-family:inherit;font-size:10pt;">nine</font><font style="font-family:inherit;font-size:10pt;"> years. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Underfunded or Unfunded Accumulated Benefit Obligations </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation are as follows: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.02534113060429%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,793.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,930.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,425.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,293.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Unfunded Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">636.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Projected Benefit Obligation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,804.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,945.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The underfunded or unfunded accumulated benefit obligations at December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> consisted of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$329.6 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$38.6 million</font><font style="font-family:inherit;font-size:10pt;"> related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively. The underfunded or unfunded accumulated benefit obligations at December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> consisted of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$584.5 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$52.2 million</font><font style="font-family:inherit;font-size:10pt;"> related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Net Periodic Pension Cost </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the components of net periodic cost associated with our pension plans and our postretirement benefit obligations: </font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement&#160;Benefit&#160;Obligations</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Components of Net Periodic Cost (Income):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Return on Plan Assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(94.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(99.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(110.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service Cost (Credit)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recognized Actuarial Loss (Gain)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Periodic Cost (Income)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(43.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(113.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth estimated </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> amortization from AOCI: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="66%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Estimated 2014 amortization from Accumulated Other Comprehensive Income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial Loss (Gain)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service Cost</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In addition, we incurred a settlement charge of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$6.4 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December&#160;31, 2011, of which </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> related to our Canadian plan and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.1 million</font><font style="font-family:inherit;font-size:10pt;"> related to a settlement payment for certain legacy D&amp;B executives. </font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We apply our long-term expected rate of return assumption to the market-related value of assets to calculate the expected return on plan assets, which is a major component of our annual net periodic pension cost. The market-related value of assets recognizes short-term fluctuations in the fair value of assets over a period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;"> years, using a straight-line amortization basis. The methodology has been utilized to reduce the effect of short-term market fluctuations on the net periodic pension cost. Since the market-related value of assets recognizes gains or losses over a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five</font><font style="font-family:inherit;font-size:10pt;">-year period, the future value of assets will be impacted as previously deferred gains or losses are amortized. At December&#160;31, 2013 and 2012, the market-related value of assets of our pension plans was $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,391.8 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,314.0 million</font><font style="font-family:inherit;font-size:10pt;">, respectively, compared with the fair value of the plan assets of $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,451.7 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,318.8 million</font><font style="font-family:inherit;font-size:10pt;">, respectively. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the assumptions we used to determine our pension plan and postretirement benefit plan obligations for December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.12670565302143%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="41%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Discount Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Rate of Compensation Increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.95</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.99</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Interest Crediting Rate (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.8%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.0%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Conversion Rate (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.19%/4.53%/5.66%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.97%/3.50%/4.60%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1) Only applicable to the U.S. Plans. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the assumptions we used to determine net periodic benefit cost for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="19" rowspan="1"></td></tr><tr><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Discount Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.71</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.47</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Expected Long-Term Return on Plan Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.15</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.24</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.05</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Rate of Compensation Increase</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.27</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Interest Crediting Rate (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.0%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Conversion Rate (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.97%/3.50%/4.60%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.99%/4.47%/5.26%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.98%/5.23%/6.52%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">(1) Only applicable to the U.S. Plans. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The expected long-term rate of return assumption was </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7.75%</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7.75%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8.25%</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively, for the U.S. Qualified Plan, our principal pension plan. For the year ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">, we will apply a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7.75%</font><font style="font-family:inherit;font-size:10pt;"> expected long-term rate of return assumption to the U.S. Qualified Plan. This assumption is based on the plan&#8217;s 2014 target asset allocation of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">52%</font><font style="font-family:inherit;font-size:10pt;"> equity securities, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">45%</font><font style="font-family:inherit;font-size:10pt;"> debt securities and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">3%</font><font style="font-family:inherit;font-size:10pt;"> real estate. The expected long-term rate of return assumption reflects long-term capital market return forecasts for the asset classes employed, assumed excess returns from active management within each asset class, the portion of plan assets that are actively managed, and periodic rebalancing back to target allocations. Current market factors such as inflation and interest rates are evaluated before the long-term capital market assumptions are determined. In addition, peer data and historical returns are reviewed to check for reasonableness. Although we review our expected long-term rate of return assumption annually, our plan performance in any one particular year does not, by itself, significantly influence our evaluation. Our assumption is generally not revised unless there is a fundamental change in one of the factors upon which it is based, such as the target asset allocation or long-term capital market return forecasts. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Obligations </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We use the discount rate to measure the present value of pension plan obligations and postretirement health care obligations at year-end as well as to calculate next year&#8217;s pension income or cost. It is derived by using a yield curve approach which matches projected plan benefit payment streams with bond portfolios reflecting actual liability duration unique to the plans. The rate is adjusted at each remeasurement date, based on the factors noted above. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Plan Assets (U.S. Qualified Plan and non-U.S. pension plans) </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A financial instrument&#8217;s level or categorization within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2013 and 2012.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Common Stocks and Preferred Stocks </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Common stocks and preferred stocks are valued at the closing price reported on the active market in which the individual securities are traded. Common stocks and preferred stocks are classified as Level I assets as they are traded in active markets, such as the NYSE, NASDAQ or European exchanges, with quoted market prices (i.e., observable inputs).</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Commingled Equity Funds </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">This asset category represents a common collective trust that seeks to provide a total investment return in line with the performance of the S&amp;P 500 Index</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">&#174;</sup></font><font style="font-family:inherit;font-size:10pt;"> over the long term. Commingled equity funds are classified as Level II assets.&#160; The Net Asset Value ("NAV") of commingled equity funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding.&#160;The commingled equity funds are classified as Level II assets as they may be redeemed at NAV daily. This asset category does not have any unfunded commitments or any redemption restrictions.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Commingled Fixed Income Funds </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">This asset category consists of debt and fixed income securities whose investment objectives include outperformance of the Barclays Capital Long Government/Credit Index; the Barclays Capital U.S. Aggregate Bond Index; the Barclays Capital Mortgage Backed Securities Index; the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index; the Citigroup Non U.S. Dollar World Government Bond Index and the S&amp;P /LSTA Performing Loan Index.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled fixed income&#160;funds are classified as Level II assets. These investments are valued using the NAV provided by the administrator of the fund.&#160;The NAV of commingled fixed income&#160;funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding.&#160;The commingled fixed income funds are classified as Level II assets as they may be redeemed at NAV daily. The asset category does not have any unfunded commitments or any redemption restrictions.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Corporate and Other Bonds </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These assets are classified as Level II assets. These investments trade in markets that are not considered to be active and whose values are based on quoted market prices or dealer quotations. Corporate Bonds are typically traded over-the-counter, not via exchanges (i.e., prices are negotiated individually). Hence, identical assets can be quoted with different prices depending on the parties involved. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. Such prices are determined by Treasury yields and corporate spreads.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">U.S., State and Foreign Government Bonds and U.S. Agency Mortgage Backed Securities </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:justify;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Treasury Securities are a Level I asset due to the availability of quoted prices in active market on a daily basis. U.S. Treasury prices can be obtained via direct market quotes provided by market makers and U.S. Treasuries have much more pricing transparency (i.e., very little bid-ask spread versus the other instruments having a larger bid-ask spread). </font></div><div style="line-height:120%;padding-bottom:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State, government and government agency obligations are generally valued based on bid quotations for identical or similar obligations. Foreign Government Bonds, U.S. Agency debt or mortgage backed securities are traded over-the-counter, not via exchanges. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. These investments are classified as Level II assets.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Real Estate Investment Trusts </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The real estate investment trusts component of Plan assets are made up of publicly traded U.S. and foreign equities in the real estate industry. Since quoted prices are available in active markets and the Plan has the ability to access at the measurement date, these investments are classified as Level I assets and can be redeemed daily.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Real Estate Funds </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The investment objective of this category is to exceed the National Council of Real Estate Investment Fiduciaries Open-End Diversified Core Index (&#8220;NCREIF OEDC Index&#8221;). Real estate funds investing in private real estate properties are classified as Level III assets because liquidity is limited and there are few observable market participant transactions. The values of real estate properties are prepared giving consideration to the income, cost and sales comparison approaches of estimating property values. The underlying investments are valued using third parties.&#160;The investment valuations are obtained through appraisals using the income approach based on unobservable cash flows to be received from expected rents. The cost approach &#160;&#160;&#160;&#160;estimates the replacement cost of the building less depreciation, plus the land value. The sales comparison approach compares recent transactions to the appraised property. Real estate funds are valued at net asset value ("NAV") quarterly. Investment holders can request redemption on a quarterly basis. The ability of the investment holder to redeem funds quarterly is subject to the availability of cash arising from net investment income, allocations and the sale of investments in the normal course of business. To the extent that redemption requests exceed the availability of cash, the real estate fund has uniform procedures to provide for cash payments, which may be deferred for such period as the real estate fund considers necessary in order to obtain the funds to be withdrawn. There were no unfunded withdrawal requests at</font><font style="font-family:inherit;font-size:10pt;color:#231f20;"> </font><font style="font-family:inherit;font-size:10pt;color:#231f20;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;color:#231f20;">.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Short-Term Investment Funds (STIF) </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:justify;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These investments include cash, bank notes, corporate notes, government bills and various short-term debt instruments. The investment objective is to provide safety of principal and daily liquidity by investing in high quality money market instruments. They are valued at the NAV. The short-term funds are classified as Level II assets as they may be redeemed at NAV daily.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:justify;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. The Company believes its valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumption to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:justify;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">There were no transfers between Level I and Level II investments during the years ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:justify;text-indent:37px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Quoted Prices in Active Markets for Identical Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Other Observable Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Unobservable Inputs </font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(Level III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Common and Preferred Stocks:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consumer</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Energy</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financial </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Health Care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Industrial </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Information Technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred Stocks</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Common and Preferred Stocks</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Funds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Equity Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">580.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">580.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Fixed Income Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Commingled Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">982.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">982.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bonds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Government Bonds and Mortgage Backed Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Government Bonds and Notes</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Government Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Agency Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Government Bonds and Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Investment Trusts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Short-Term Investment Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Investments at Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,171.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,451.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:97.07602339181285%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Quoted Prices in Active Markets for Identical Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Other Observable Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Unobservable Inputs </font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(Level III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Common and Preferred Stocks:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consumer</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Energy</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financial</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Health Care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Industrial</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Information Technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred Stocks</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Common and Preferred Stocks</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">451.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">451.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Funds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Equity Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Fixed Income Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">404.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">404.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Commingled Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">619.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">619.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bonds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Government Bonds and Mortgage Backed Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Government Bonds and Notes</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Government Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Agency Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Government Bonds and Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Investment Trusts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Short-Term Investment Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Investments at Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">518.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">765.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Level III Gains and Losses </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below sets forth the summary of changes in the fair value of all of our plans&#8217; Level III assets for the years ended December&#160;31:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning Balance at January 1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual return (loss) on plan assets:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Related to assets still held at the reporting date</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Related to assets sold during the period</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Purchases, sales and settlements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Transfers in and/or out of Level III</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Balance at December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font><font style="font-family:inherit;font-size:10pt;font-style:italic;">Investment Strategy </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The investment objective for our principal plan, the U.S. Qualified Plan, is to achieve over the investment horizon a long-term total return, which at least matches our expected long-term rate of return assumption while maintaining a prudent level of portfolio risk. We emphasize long-term growth of principal while avoiding excessive risk so as to use Plan asset returns to help finance pension obligations, thus improving our Plan&#8217;s funded status. We predominantly invest in assets that can be sold readily and efficiently to ensure our ability to reasonably meet expected cash flow requirements. Although peer relative performance is examined, outperformance of such does not constitute an investment objective. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We define our primary risk concern to be the Plan&#8217;s funded status volatility and to a lesser extent total plan return volatility. Understanding that risk is present in all types of assets and investment styles, we acknowledge that some risk is necessary to produce long-term investment results that are sufficient to meet the Plan&#8217;s objectives. However, we monitor and ensure that the investment managers we employ make reasonable efforts to maximize returns while controlling for risk parameters. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Investment risk is also controlled through diversification among multiple asset classes, managers, investment styles and periodic rebalancing toward asset allocation targets. Risk is further controlled at the investment manager level by requiring managers to follow formal written investment guidelines which enumerate eligible securities, maximum portfolio concentration limits, excess return and tracking error targets as well as other relevant portfolio constraints. Investment results and risk are measured and monitored on an ongoing basis and quarterly investment reviews are conducted. The Plan&#8217;s active investment managers are prohibited from investing plan assets in equity or debt securities issued or guaranteed by the Company. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Plan assets are invested using a combination of both active and passive (indexed) investment strategies. Active strategies employ multiple investment management firms. The Plan&#8217;s equity securities are diversified across U.S. and non-U.S. stocks in order to further reduce risk at the total Plan level. Our active investment managers employ a range of investment styles and approaches that are combined in a way that compensates for capitalization and style biases versus benchmark indices. As such, our investment managers are expected to adhere to the investment management style for which they were hired and are evaluated regularly for adherence to investment discipline. </font></div><div style="line-height:120%;padding-bottom:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The Plan&#8217;s debt securities are diversified principally among securities issued or guaranteed by the U.S. government or its agencies, mortgage-backed securities, including collateralized mortgage obligations, corporate debt obligations and dollar-denominated obligations issued in the U.S. by non-U.S. banks and corporations. Generally, up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">10%</font><font style="font-family:inherit;font-size:10pt;"> of the actively managed debt securities may be invested in securities rated below investment grade. The Plan&#8217;s real estate investments are made through a commingled equity real estate fund of U.S. properties diversified by property type and geographic location. </font></div><div style="line-height:120%;padding-bottom:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have formally identified the primary objective for each asset class within our Plan. U.S. equities are held for their long-term capital appreciation and dividend income, which is expected to exceed the rate of inflation. International equities are held for their long-term capital appreciation, as well as diversification relative to U.S. equities and other asset classes. Fixed income instruments are held as a source of current income and to reduce overall Plan volatility. Additionally, they are designed to provide a partial hedge relative to the interest rate sensitivity of the Plan&#8217;s liabilities. Real estate investments are held as a hedge against unexpected inflation and are expected to provide a relatively high level of income. Real estate investments are also expected to provide diversification to the overall Fund. Cash is held only to meet liquidity requirements.</font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Allocations </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We employ a total return investment approach in which a mix of equity, debt and real estate investments is used to achieve a competitive long-term rate of return on plan assets at a prudent level of risk. Our weighted average plan target asset allocation is </font><font style="font-family:inherit;font-size:10pt;">52%</font><font style="font-family:inherit;font-size:10pt;"> equity securities (range of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">42%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">62%</font><font style="font-family:inherit;font-size:10pt;">), </font><font style="font-family:inherit;font-size:10pt;">45%</font><font style="font-family:inherit;font-size:10pt;"> debt securities (range of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">35%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">55%</font><font style="font-family:inherit;font-size:10pt;">) and </font><font style="font-family:inherit;font-size:10pt;">3%</font><font style="font-family:inherit;font-size:10pt;"> real estate (range of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">0%</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">6%</font><font style="font-family:inherit;font-size:10pt;">). The Plan&#8217;s actual allocation is controlled by periodic rebalancing back to target. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset Allocations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Target Asset Allocations</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">As of December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Contributions and Benefit Payments </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We expect to contribute approximately $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">20 million</font><font style="font-family:inherit;font-size:10pt;"> to our U.S. Non-Qualified Plans and non-U.S. Pension Plans and approximately $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4 million</font><font style="font-family:inherit;font-size:10pt;"> to our postretirement benefit plan for the year ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">. We made a </font><font style="font-family:inherit;font-size:10pt;">$20 million</font><font style="font-family:inherit;font-size:10pt;"> contribution to the U.S. Qualified Plan in fiscal 2013 to satisfy funding requirements due in fiscal </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> related to the 2013 and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> plan years. We do not expect to make any contributions to the U.S. Qualified Plan in fiscal </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> for the 2013 plan years based on the minimum funding requirements as defined in the Pension Protection Act of 2006, as amended by the Moving Ahead for Progress in the 21</font><font style="font-family:inherit;font-size:10pt;"><sup style="vertical-align:top;line-height:120%;font-size:7pt">st</sup></font><font style="font-family:inherit;font-size:10pt;"> Century Act. However, we may consider making contributions of up to </font><font style="font-family:inherit;font-size:10pt;">$18 million</font><font style="font-family:inherit;font-size:10pt;"> to the U.S. Qualified Plan in fiscal </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> related to the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> plan year, which is not due until fiscal 2015. Final funding requirements for fiscal 2014 will be determined based on our January 2014 funding actuarial valuation. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes expected benefit payments from our pension plans and postretirement plans through </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2023</font><font style="font-family:inherit;font-size:10pt;">. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:81.48148148148148%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits Plan</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019 - 2023</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">582.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Health Care Benefits </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents healthcare trend assumptions used to determine the year end benefit obligation: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medical (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prescription Drug (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The rates are assumed to decrease to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5.0%</font><font style="font-family:inherit;font-size:10pt;"> in 2020 and remain at that level thereafter. </font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assumed health care cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">1% Point</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Decrease</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligations at End of Year</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost Plus Interest Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">401(k) Plan </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have a 401(k) Plan covering substantially all U.S. employees that provides for employee salary deferral contribution and employer contributions. Employees may contribute up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50%</font><font style="font-family:inherit;font-size:10pt;"> of their pay on a pre-tax basis subject to IRS limitations. In addition, employees age </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50</font><font style="font-family:inherit;font-size:10pt;"> or older are allowed to contribute additional pre-tax &#8220;catch-up&#8221; contributions. In addition, the Company matches up to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">50%</font><font style="font-family:inherit;font-size:10pt;"> of seven percent (</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">7%</font><font style="font-family:inherit;font-size:10pt;">)&#160;of a team member&#8217;s eligible compensation, subject to certain 401(k) Plan limitations. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We had expense associated with our 401(k) Plan of $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">8.5 million</font><font style="font-family:inherit;font-size:10pt;">, $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">13.6 million</font><font style="font-family:inherit;font-size:10pt;"> and $</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">15.7 million</font><font style="font-family:inherit;font-size:10pt;"> for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, respectively. The decrease in expense in 2013 was due to discretionary Company contributions of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.3 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$7.8 million</font><font style="font-family:inherit;font-size:10pt;"> in 2012 and 2011, respectively, which did not recur in 2013.</font></div></div> 16400000 4500000 4300000 16400000 394100000 668300000 636900000 362900000 22500000 23100000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Employee Benefit Plans. </font><font style="font-family:inherit;font-size:10pt;">We provide various defined benefit plans to our employees as well as healthcare benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K for further detai</font></div></div> 20000000 0.04 0.01 0.01 0.01 0.01 0.01 0.01 9500000.0 500000 9500000.0 500000.0 1400000 10000000 1400000 0 0 0 0 0 0 0 0 9100000 0 5000000 5000000 4500000 400000 5000000 2000000 500000 5100000 9100000 800000 7000000 4900000 20200000 747000000 0 0 915100000 677800000 606200000 -1600000 -600000 -200000 262100000 260200000 296500000 3600000 260300000 1000000 295500000 258500000 258500000 295500000 260300000 -100000 56500000 80700000 64100000 95200000 58400000 73500000 76600000 53600000 5700000 98700000 60400000 5900000 31600000 33500000 97900000 59500000 40600000 39600000 9200000 8900000 30400000 31700000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Property, Plant and Equipment. </font><font style="font-family:inherit;font-size:10pt;">Property, plant and equipment are stated at cost, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated using the straight-line method. Buildings are depreciated over a period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">40</font><font style="font-family:inherit;font-size:10pt;"> years. Equipment, including furniture, is depreciated over a period of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">ten</font><font style="font-family:inherit;font-size:10pt;"> years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improveme</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Property, Plant and Equipment &#8211; Net:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">98.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Accumulated Depreciation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Leasehold Improvements, less:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Amortization of $15.6 and $15.0 as of December 31, 2013 and 2012, respectively</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property, Plant and Equipment &#8211; Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> P10Y P3Y P40Y 3000000 12100000 15200000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Quarterly Financial Data (Unaudited)</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="43%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">283.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">305.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">366.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">381.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">386.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">411.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">476.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">124.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">407.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">108.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">137.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">499.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Operating Income</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">437.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53.6</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">262.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Net (Income) Loss Attributable to the Noncontrolling Interest</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.46</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.89</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.98</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.61</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.44</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.87</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.96</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.54</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Dividends Paid Per Common Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="34%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="4%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2012</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">285.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">279.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">308.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">352.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">383.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">413.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">463.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">117.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">157.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">185.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">554.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Operating Income</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">158.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">432.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">296.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Net (Income) Loss Attributable to the Noncontrolling Interest</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.33</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.77</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.22</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.76</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.43</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Dividends Paid Per Common Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table itemizes the components of the &#8220;Corporate and Other&#8221; category of Operating Income (Loss): </font></div></td></tr></table><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="40%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="39%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2012</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Strategic Technology Investment or MaxCV</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.</font></div></td></tr></table></div> -100000 -20900000 -20900000 0 1300000 0 -15800000 -14600000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the reclassifications out of AOCI as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2011</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:656px;border-collapse:collapse;text-align:left;"><tr><td colspan="15" rowspan="1"></td></tr><tr><td width="260px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="174px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="54px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Details About Accumulated Other Comprehensive Income Components</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Affected Line Item in the Statement Where Net Income is Presented</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Amount Reclassified from Accumulated Other Comprehensive Income</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Foreign Currency Translation Adjustments:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sale of Business</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) &#8211; Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Defined Benefit Pension Plans:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service Costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and Administrative Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Actuarial Gain/Loss</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Selling and Administrative Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Before Tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax (Expense) or Benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total After Tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivative Financial Instruments:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Cash Flow Hedges</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Expense</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;&#160;&#160;Loss on Derivative</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) - Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Before Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax (Expense) or Benefit</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total After Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Reclassifications for the Period, Net of Tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,238.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">176.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Core</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,644.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,646.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,758.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">407.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">499.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">554.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">552.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">437.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">432.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">424.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expense) &#8211; Net</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(41.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(53.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(56.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Before Provision for Income Taxes and Equity in Net Income of Affiliates</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Depreciation and Amortization (2):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Capital Expenditures:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Additions to Computer Software and Other Intangibles (3):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets (4):</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">843.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">795.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">790.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">371.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">414.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">445.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">365.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">317.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,660.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,575.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,575.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (primarily taxes)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">416.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">401.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,890.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,991.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,977.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill (5):</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">210.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">234.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">222.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">589.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">611.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">598.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:23px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;padding-left:16.64px;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;text-indent:-16.64px;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes &#8220;Corporate and Other:&#8221;</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Strategic Technology Investment or MaxCV</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(44.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal Fees and Other Shut-Down Costs Associated with Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlement of Legacy Pension Obligation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease of </font><font style="font-family:inherit;font-size:10pt;">$7.1 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in North America increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$3.8 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in North America increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$5.2 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in Asia Pacific increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$3.7 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in &#8220;Corporate and Other&#8221; decreased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$24.6 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in &#8220;Corporate and Other&#8221; increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$10.8 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The increase in assets in the North America segment to </font><font style="font-family:inherit;font-size:10pt;">$843.2 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$795.4 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease in assets in the Asia Pacific segment to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$371.9 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$414.6 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to the negative impact of foreign currency translation.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The increase in assets in the Europe and Other International Markets segment to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$445.4 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$365.7 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to an increase in cash.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease in assets in Corporate and Other to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$229.8 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$416.1 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(5)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill in Asia Pacific decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$210.2 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$234.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill in Asia Pacific increased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$234.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$222.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Supplemental Geographic and Customer Solution Set Information:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.83040935672514%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Lived Assets (6):</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">453.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">290.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">333.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">330.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">906.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">983.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">980.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(6)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-lived assets in North America decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$453.5 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$484.3 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-lived assets in Asia Pacific decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$290.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$333.9 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2012. This is primarily attributable to the negative impact of foreign currency fluctuations.</font></div></div> 5800000 0 400000000 0 2000000 3200000 600000 379900000 690400000 934300000 400000000 300000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restructuring Charge</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations and/or costs to terminate lease obligations less assumed sublease income). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring charges have been recorded in accordance with ASC 712-10, &#8220;Nonretirement Postemployment Benefits,&#8221; or &#8220;ASC 712-10&#8221; and/or ASC 420-10, &#8220;Exit or Disposal Cost Obligations,&#8221; or &#8220;ASC 420-10,&#8221; as appropriate.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for costs associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management&#8217;s most current estimates.</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;">, we recorded a $</font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">13.9 million</font><font style="font-family:inherit;font-size:10pt;"> restructuring charge. The significant components of these charges included:</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Severance and termination costs of $</font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">8.2 million</font><font style="font-family:inherit;font-size:10pt;"> in accordance with the provisions of ASC 712-10 were recorded. Approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">160</font><font style="font-family:inherit;font-size:10pt;"> employees were impacted. Of these </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">160</font><font style="font-family:inherit;font-size:10pt;"> employees, approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">140</font><font style="font-family:inherit;font-size:10pt;"> employees exited the Company in 2013 and approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">20</font><font style="font-family:inherit;font-size:10pt;"> employees will exit the Company in 2014. The cash payments for these employees will be substantially completed by the second quarter of 2014; and</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:84px;text-indent:-36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities and impairments of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.7 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;">, we recorded a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$29.4 million</font><font style="font-family:inherit;font-size:10pt;"> restructuring charge. The significant components of these charges included:</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Severance and termination costs of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.7 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">765</font><font style="font-family:inherit;font-size:10pt;"> employees were impacted. Of these </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">765</font><font style="font-family:inherit;font-size:10pt;"> employees, approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">690</font><font style="font-family:inherit;font-size:10pt;"> employees exited the Company in 2012 and approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">75</font><font style="font-family:inherit;font-size:10pt;"> employees exited the Company in 2013. The cash payments for these employees were substantially completed by the third quarter of 2013; and</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$6.7 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2011, we recorded a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$22.1 million</font><font style="font-family:inherit;font-size:10pt;"> restructuring charge. The significant components of these charges included:</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Severance and termination costs of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$17.5 million</font><font style="font-family:inherit;font-size:10pt;"> in accordance with the provisions of ASC 712-10 were recorded. Approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">400</font><font style="font-family:inherit;font-size:10pt;"> employees were impacted. Of these </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">400</font><font style="font-family:inherit;font-size:10pt;"> employees, approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">305</font><font style="font-family:inherit;font-size:10pt;"> employees exited the Company in 2011 and approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">95</font><font style="font-family:inherit;font-size:10pt;"> employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$4.6 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="66%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Severance</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">and</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Contract Termination, Lease</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Obligations</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">and Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Exit Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restructuring Charges:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of January 1, 2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2011</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments/Pension Plan Settlement(1) during the Year Ended December 31, 2011</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2011</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2012</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments during the Year Ended December 31, 2012</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2012</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2013</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments/Asset Impairment(2) during the Year Ended December 31, 2013</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred settlements totaling </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> in 2011 related to our Canadian Pension Plan. </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred an asset impairment of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$0.5 million</font><font style="font-family:inherit;font-size:10pt;"> in the first quarter of 2013 related to the termination of a lease.</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;padding-bottom:12px;text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For initiatives taken during the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">, all actions were substantially completed as of December 31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">.</font></div></div> 20 22100000 13900000 29400000 4600000 6700000 5700000 8200000 17500000 22700000 17500000 5700000 4600000 6700000 8200000 29400000 17700000 22100000 5000000 13900000 8300000 2300000 10500000 8900000 10400000 9400000 4600000 11700000 500000 9400000 5800000 2200000 2600900000 2405500000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;"></font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Revenue Recognition. </font><font style="font-family:inherit;font-size:10pt;">Revenue is recognized when the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;"> conditions are met: </font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Persuasive evidence of an arrangement exists; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The contract fee is fixed or determinable; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Delivery or performance has occurred; and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Collectability is reasonably assured. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer&#8217;s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable, assuming all other revenue recognition criteria have been met. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our Risk Management Solutions are generally sold under fixed price subscription contracts that allow customers unlimited access to risk information. Revenue on this type of contract is recognized ratably over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk information is also sold using monthly or annual contracts that allow customers to purchase our risk information up to the contract amount based on an agreed price list. Once the contract amount is fully used, additional risk information can be purchased at per-item prices, which may be different than those in the original contract. Revenue on these contracts is recognized on a per-item basis as information is purchased and delivered to the customer. If customers do not use the full amount of their contract and forfeit the unused portion, we recognize the forfeited amount as revenue at contract expiration. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Where a data file of risk information is sold with periodic updates to that information, a portion of the revenue related to the updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue related to services, such as monitoring, is recognized ratably over the period of performance. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions that provide continuous access to our marketing information and business reference databases may include access or hosting fees which are sold on a subscription basis. Revenue is recognized ratably over the term of the contract, which is typically </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">one</font><font style="font-family:inherit;font-size:10pt;"> year. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Where a data file of marketing information is sold, we recognize revenue upon delivery of the marketing data file to the customer. If the contract provides for periodic updates to that marketing data file, the portion of the revenue related to updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales of software that are considered to be more than incidental are recognized in revenue when a noncancelable license agreement has been signed and the software has been shipped and installed, if required. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Revenue from consulting and training services is recognized as the services are performed. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Multiple Element Arrangements </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective January&#160;1, 2011, we adopted Accounting Standards Update (&#8220;ASU&#8221;) 2009-13, &#8220;Revenue Recognition &#8211; Multiple-Deliverable Revenue Arrangements,&#8221; which amends guidance in Accounting Standards Codification ("ASC") 605-25, &#8220;Revenue Recognition: Multiple-Element Arrangements,&#8221; on a prospective basis for all new or materially modified arrangements entered into on or after that date. The new standard: </font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated; </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (&#8220;BESP&#8221;) of each element if a vendor does not have vendor-specific objective evidence of selling prices (&#8220;VSOE&#8221;) or third-party evidence of selling price (&#8220;TPE&#8221;); and </font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:65px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:41px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method. </font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We have certain solution offerings that are sold as multi-element arrangements. The multiple element arrangements or deliverables may include access to our business information database, information data files, periodic data refreshes, software and services. We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. Most product and service deliverables qualify as separate units of accounting and can be sold stand-alone or in various combinations across our markets. A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered items. If the arrangement includes a customer-negotiated refund or return right relative to the delivered items, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered item constitutes a separate unit of accounting. The new guidance requires for deliverables with stand-alone value in a multi-element arrangement for which revenue was previously deferred due to undelivered elements not having the fair value of the selling price to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">If the deliverable or a group of deliverables meet the separation criteria, the total arrangement consideration is allocated to each unit of accounting based on its relative selling price. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We determine the selling price for each deliverable using VSOE, if it exists, TPE if VSOE does not exist, or BESP if neither VSOE nor TPE exist. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consistent with our methodology under the previous accounting guidance, we determine VSOE of a deliverable by monitoring the price at which we sell the deliverable on a stand-alone basis to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to us infrequently selling each element separately, not pricing products or services within a set range, or only having a limited sales history. Where we are unable to establish VSOE, we may use the price at which we or a third party sell a similar product to similarly situated customers on a stand-alone basis. Generally, our offerings contain a level of differentiation such that comparable pricing of solutions with similar functionality or delivery cannot be obtained. Furthermore, we are rarely able to reliably determine what similar competitors&#8217; selling prices are on a stand-alone basis. Therefore, we typically are not able to determine TPE of selling price. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">When we are unable to establish selling prices by using VSOE or TPE, we establish the BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the solution were sold on a stand-alone basis. The determination of BESP is based on our review of available data points and consideration of factors such as but not limited to pricing practices, our growth strategy, geographies and customer segment and market conditions. The determination of BESP is made through consultation with and formal approval of our management, taking into consideration our go-to-market strategy. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We regularly review VSOE and have a review process for TPE and BESP and maintain internal controls over the establishment and updates of these estimates. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information solutions and generally relates to deferral of subscription revenue. Deferred revenue is included in current liabilities in the balance sheet and is subsequently recognized as revenue in accordance with our revenue recognition policies. </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We record revenue on a net basis for those sales where we act as an agent or broker in the transactio</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Sales Cancellations. </font><font style="font-family:inherit;font-size:10pt;">In determining sales cancellation allowances, we analyze historical trends, customer-specific factors and current economic trend</font></div></div> 1663000000 1655200000 1758500000 241900000 1644300000 1646300000 164800000 1238100000 1225600000 1655200000 242000000 176800000 243400000 1233900000 179300000 1655200000 1225600000 241900000 1047600000 147500000 700600000 179300000 609200000 243400000 571800000 508400000 729700000 1238100000 29300000 268300000 164800000 1246800000 1233900000 179300000 242000000 144500000 154500000 540700000 24800000 43700000 200300000 243400000 1046000000 596700000 176800000 1074500000 242000000 241900000 195500000 525000000 198300000 1233900000 1644300000 1646300000 43100000 20300000 199500000 1225600000 693200000 42400000 279000000 402800000 60100000 66100000 383900000 57400000 308300000 44800000 58300000 59900000 413200000 46600000 352800000 285500000 463100000 44200000 56400000 278700000 366200000 305800000 44400000 41400000 411100000 283200000 476700000 381000000 386400000 49300000 66300000 60900000 44200000 58400000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">At December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation are as follows: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.02534113060429%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,793.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,930.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,425.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,293.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Unfunded Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">636.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Projected Benefit Obligation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,804.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,945.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of </font><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:678px;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="357px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="62px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td><td width="5px" rowspan="1" colspan="1"></td><td width="9px" rowspan="1" colspan="1"></td><td width="63px" rowspan="1" colspan="1"></td><td width="4px" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Foreign Currency Translation Adjustments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Defined Benefit Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Derivative Financial Instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(168.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(638.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(806.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Comprehensive Income Before Reclassifications</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(78.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(60.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(151.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(701.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(852.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Comprehensive Income Before Reclassifications</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">92.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(186.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(552.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(738.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Quoted Prices in Active Markets for Identical Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Other Observable Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Unobservable Inputs </font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(Level III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Common and Preferred Stocks:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consumer</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Energy</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financial </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Health Care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Industrial </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Information Technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred Stocks</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Common and Preferred Stocks</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Funds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Equity Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">580.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">580.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Fixed Income Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Commingled Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">982.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">982.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bonds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Government Bonds and Mortgage Backed Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Government Bonds and Notes</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Government Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Agency Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Government Bonds and Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">50.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Investment Trusts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Short-Term Investment Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Investments at Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,171.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,451.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:97.07602339181285%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asset Category</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Quoted Prices in Active Markets for Identical Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Other Observable Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Significant Unobservable Inputs </font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">(Level III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Common and Preferred Stocks:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consumer</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Energy</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Financial</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Health Care</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Industrial</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Information Technology</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Preferred Stocks</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Common and Preferred Stocks</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">451.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">451.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Funds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Equity Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">215.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Commingled Fixed Income Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">404.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">404.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Commingled Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">619.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">619.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bonds:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Bonds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Government Bonds and Mortgage Backed Securities:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Government Bonds and Notes</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Government Bonds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Agency Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Government Bonds and Mortgage Backed Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Investment Trusts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate Funds</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Short-Term Investment Funds</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Investments at Fair Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">518.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">765.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth estimated </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;"> amortization from AOCI: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="66%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Estimated 2014 amortization from Accumulated Other Comprehensive Income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial Loss (Gain)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service Cost</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total stock-based compensation expense and expected tax benefit for the years ended December 31, </font><font style="font-family:inherit;font-size:10pt;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;">2012</font><font style="font-family:inherit;font-size:10pt;">, and </font><font style="font-family:inherit;font-size:10pt;">2011</font><font style="font-family:inherit;font-size:10pt;"> are as follows: </font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.21951219512195%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="51%" rowspan="1" colspan="1"></td><td width="2%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock-based Compensation Expense:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Restricted Stock Units/Restricted Stock</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Stock Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Employee Stock Purchase Plan ("ESPP")</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Compensation Expense</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.21951219512195%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="51%" rowspan="1" colspan="1"></td><td width="2%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Expected Tax Benefit:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Restricted Stock Units/Restricted Stock</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Stock Options</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Expected Tax Benefit</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The provision for income taxes consisted of:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="55%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Current Tax Provision:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Federal</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Current Tax Provision</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">111.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Position:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S. Federal</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Provision</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Provision for Income Taxes</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">135.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our borrowings are summarized in the following table:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="71%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Debt Maturing Within One Year:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Maturing Within One Year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Debt Maturing After One Year:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December&#160;31, 2013 and 2012, respectively)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value Adjustment Related to Hedged Debt</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Credit Facility</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">240.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Debt Maturing After One Year</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,516.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,290.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Deferred tax assets (liabilities) are comprised of the following:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;text-indent:30px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Assets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Losses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Costs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Bad Debts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued Expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Investments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension and Postretirement Benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">145.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">221.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">333.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(38.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">183.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">298.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Liabilities:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Intangibles</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(39.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fixed Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Deferred Tax Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(48.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Deferred Tax Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">142.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">250.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="29" rowspan="1"></td></tr><tr><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives&#160;in&#160;Cash</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Flow&#160;Hedging</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Relationships</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;of&#160;Gain&#160;or&#160;(Loss)</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Recognized in OCI on</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Effective Portion)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Location&#160;of&#160;Gain&#160;or</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Loss)&#160;Reclassified</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">from AOCI into Income</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Effective Portion)</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;of&#160;Gain&#160;or&#160;(Loss)</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Reclassified from</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">AOCI</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">into Income (Effective</font></div><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Portion)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Location&#160;of&#160;Gain&#160;or</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Loss)&#160;Recognized&#160;in</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Income&#160;on&#160;Derivatives</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">(Ineffective&#160;Portion&#160;and</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount&#160;Excluded&#160;from</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Effectiveness Testing)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Amount of Gain or (Loss)</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Recognized in Income on</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Derivatives (Ineffective</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Portion and Amount</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Excluded from</font></div><div style="font-size:7pt;text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">Effectiveness Testing)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Non-Operating Income&#160;(Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:7pt;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Non-Operating</font></div><div style="font-size:7pt;font-size:7pt;"><font style="font-family:inherit;font-size:7pt;">Income&#160;(Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="23" rowspan="1"></td></tr><tr><td width="0%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="21" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Gain or (Loss) Recognized in Income on Derivatives</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives in Fair</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Value Hedging</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Relationships</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Hedged&#160;Item</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td rowspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Location</font></div></td><td rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" rowspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td rowspan="1" colspan="1"><font>&#160;</font></td><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Non-Operating</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Income&#160;(Expenses)</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fixed-</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">rate</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">debt</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Non-Operating</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Income&#160;(Expenses)</font></div><div style="font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our foreign exchange forward and option contracts are not designated as hedging instruments under authoritative guidance.</font></div><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="14" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="24%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Derivatives not Designated as Hedging</font></div><div style="font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Instruments</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Location of Gain or (Loss) Recognized in</font></div><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income on Derivatives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount of Gain or (Loss) Recognized&#160;in&#160;Income&#160;on&#160;Derivatives</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Year Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange forward contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign exchange option contracts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expenses)&#160;&#8211;&#160;Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Fair Values of Derivative Instruments in the Consolidated Balance Sheets</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="22%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset Derivatives</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Liability Derivatives</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31, 2012</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Balance Sheet</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Location</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Fair&#160;Value</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives designated as hedging instruments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Interest rate contracts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Accrued&#160;&amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current&#160;Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other&#160;Accrued&#160;&amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current&#160;Liabilities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total Derivatives designated as hedging instruments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Derivatives not designated as hedging instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Foreign exchange forward contracts</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Current</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Accrued &amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current Liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Other Accrued &amp;</font></div><div style="font-size:8pt;text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;text-align:center;">Current Liabilities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total derivatives not designated as hedging instruments</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total Derivatives</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.4140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:middle;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">260.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Allocation to Participating Securities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Net Income Attributable to D&amp;B Common Shareholders &#8211; Basic and Diluted</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">260.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Number of Shares Outstanding &#8211; Basic</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.1</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.6</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">48.9</font></div></td><td style="vertical-align:bottom;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Dilutive Effect of Our Stock Incentive Plans</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Number of Shares Outstanding &#8211; Diluted</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.61</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.31</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.54</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.43</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.28</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">A one-percentage-point change in the assumed health care cost trend rates would have the following effects: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">1% Point</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Decrease</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligations at End of Year</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost Plus Interest Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The table below sets forth the summary of changes in the fair value of all of our plans&#8217; Level III assets for the years ended December&#160;31:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Beginning Balance at January 1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">32.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual return (loss) on plan assets:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Related to assets still held at the reporting date</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Related to assets sold during the period</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Purchases, sales and settlements</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Transfers in and/or out of Level III</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Balance at December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="10" rowspan="1"></td></tr><tr><td width="63%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Statutory Tax Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">State and Local Taxes, net of U.S. Federal Tax Benefits</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S. Taxes</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Valuation Allowance</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax Credits and Deductions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Tax Contingencies Related to Uncertain Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impact of Legacy Tax Matters</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loss on Investment</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effective Tax Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">These amounts are net of expected plan participant contributions: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:81.48148148148148%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits Plan</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">106.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2015</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2017</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2019 - 2023</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">582.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes fair value measurements by level at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2013</font><font style="font-family:inherit;font-size:10pt;"> for assets and liabilities measured at fair value on a recurring basis:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Active Markets</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">for Identical</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets&#160;(Level&#160;I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level&#160;III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December&#160;31, 2013</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Equivalents (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Current Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued and Current Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes fair value measurements by level at </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">December&#160;31, 2012</font><font style="font-family:inherit;font-size:10pt;"> for assets and liabilities measured at fair value on a recurring basis:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="16" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Quoted&#160;Prices&#160;in</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Active Markets</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">for Identical</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Assets (Level I)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant&#160;Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Observable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs (Level II)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Significant</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Unobservable</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Inputs</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">(Level&#160;III)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Balance at December&#160;31, 2012</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Equivalents (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Current Assets:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued and Current Liabilities:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Foreign Exchange Forwards (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:9pt;padding-left:-2px;"><font style="font-family:inherit;font-size:9pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table presents healthcare trend assumptions used to determine the year end benefit obligation: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="7" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Medical (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prescription Drug (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The rates are assumed to decrease to </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">5.0%</font><font style="font-family:inherit;font-size:10pt;"> in 2020 and remain at that level thereafter. </font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income before provision for income taxes consisted of:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="64%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">U.S.</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">319.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">304.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-U.S.</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">83.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Income Before Provision for Income Taxes, and Equity in Net Income of Affiliates</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Computer Software and Goodwill:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Computer Software</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">598.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions at Cost (5)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divestitures (6)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (7)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">611.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions at Cost (8)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(46.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs (9)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (7)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">107.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">589.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the components of net periodic cost associated with our pension plans and our postretirement benefit obligations: </font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="24" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement&#160;Benefit&#160;Obligations</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="23" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Components of Net Periodic Cost (Income):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Cost</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected Return on Plan Assets</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(94.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(99.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(110.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service Cost (Credit)</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recognized Actuarial Loss (Gain)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">26.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Periodic Cost (Income)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:8px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in Benefit Obligation:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligation at January 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,972.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,837.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(25.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Service Cost</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Interest Cost</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(70.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(75.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits Paid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct Subsidies Received</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Impact of Curtailment/Settlement</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plan Participant Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (Loss) Gain</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Assumption Change</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(129.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Changes in Foreign Currency Exchange Rates</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefit Obligation at December 31</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,827.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1,972.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Change in Plan Assets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets at January 1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,248.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actual Return on Plan Assets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">178.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">128.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Employer Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">51.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Direct Subsidies Received</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Plan Participant Contributions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Benefits Paid</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(97.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(96.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Changes in Foreign Currency Exchange Rates</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair Value of Plan Assets at December 31</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,451.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,318.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Funded Status of Plan</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(375.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(653.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:18px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amounts Recorded in the Consolidated Balance Sheets:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prepaid Pension Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Pension and Postretirement Benefits</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(362.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(636.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(23.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accrued Payroll</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Amount Recognized</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(375.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(653.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Accumulated Benefit Obligation</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,814.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,954.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Amount Recognized in Accumulated Other Comprehensive Income Consists of:</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial Loss (Gain)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">920.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,171.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service Cost (Credit)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Amount Recognized - Pretax</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">925.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,177.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Income (Expense) &#8211; Net:</font></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Legacy Tax Matters (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain (Loss) on Sale of Businesses (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loss on Investment (3)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) &#8211; Net (4)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) &#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&amp;B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody&#8217;s Corporation and D&amp;B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004. </font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> joint venture companies. </font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> incurred in 2012 to accelerate the redemption of our senior notes with a face value of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;"> that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of </font><font style="font-family:inherit;font-size:10pt;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> incurred in 2012 to accelerate the redemption of our senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;">$400 million</font><font style="font-family:inherit;font-size:10pt;"> that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation. </font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;padding-top:8px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="43%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">283.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">278.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">305.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">366.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">49.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">381.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">386.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">411.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">476.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">86.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">124.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">407.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">108.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">137.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">151.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">499.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Operating Income</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">87.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">93.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">134.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">437.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">53.6</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.4</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">73.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">262.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Net (Income) Loss Attributable to the Noncontrolling Interest</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">258.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.30</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.46</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.89</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.98</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.61</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.29</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.44</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.87</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.96</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.54</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Dividends Paid Per Common Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.40</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.60</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="34%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="4%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2012</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">285.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">279.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">308.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">352.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">46.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">44.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">57.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">58.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">402.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">383.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">413.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">463.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">102.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">117.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">157.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">123.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">185.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">554.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Operating Income</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">74.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">158.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">432.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.1</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">95.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">296.5</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Net (Income) Loss Attributable to the Noncontrolling Interest</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Net Income Attributable to D&amp;B</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">63.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">56.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">96.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">295.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Basic Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.33</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.77</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.22</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.47</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Diluted Earnings Per Share of Common Stock Attributable to D&amp;B Common Shareholders (2)</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.32</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.76</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.20</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.43</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Dividends Paid Per Common Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table itemizes the components of the &#8220;Corporate and Other&#8221; category of Operating Income (Loss): </font></div></td></tr></table><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:99.609375%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="40%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2013</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(16.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="20" rowspan="1"></td></tr><tr><td width="39%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Three Months Ended</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">March 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">June 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">September 30,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">December 31,</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Full Year</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2012</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Strategic Technology Investment or MaxCV</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(34.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(27.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:33px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:1px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our share repurchases were as follows:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:97.8515625%;border-collapse:collapse;text-align:left;"><tr><td colspan="22" rowspan="1"></td></tr><tr><td width="37%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="3%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="5%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="20" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Program</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">$&#160;Amount</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="20" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Share Repurchase Programs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">3,545,513</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">325.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,483,144</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">480.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">1,815,888</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(a)(b)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">126.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (&#8220;ESPP&#8221;)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">962,686</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">95.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">354,046</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">27.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">797,813</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">(c)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">59.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">Total Repurchases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">4,508,199</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">420.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">6,837,190</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">508.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">2,613,701</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">185.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(a)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In August 2012, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> increase to our then-existing </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program, for a total program authorization of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1 billion</font><font style="font-family:inherit;font-size:10pt;">. The then-existing </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$500 million</font><font style="font-family:inherit;font-size:10pt;"> program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$200 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program. During the year ended December&#160;31, 2013, we repurchased </font><font style="font-family:inherit;font-size:10pt;">3,545,513</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$325.0 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. During the year ended December&#160;31, 2012, we repurchased </font><font style="font-family:inherit;font-size:10pt;">6,483,144</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$480.1 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. During the year ended December 31, 2011, we repurchased </font><font style="font-family:inherit;font-size:10pt;">435,770</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$29.8 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. We anticipate that this program will be completed around the middle of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(b)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2009, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$200 million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program, which commenced in December 2009 upon completion of the previous </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;">-year repurchase program. During the year ended December 31, 2011, we repurchased </font><font style="font-family:inherit;font-size:10pt;">1,380,118</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for </font><font style="font-family:inherit;font-size:10pt;">$96.3 million</font><font style="font-family:inherit;font-size:10pt;"> under this share repurchase program. This program was completed in November 2011.</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-top:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(c)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In May 2010, our Board of Directors approved a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;">-year, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">October 2014</font><font style="font-family:inherit;font-size:10pt;">. We anticipate that this program will be completed by </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">October 2014</font><font style="font-family:inherit;font-size:10pt;">, due to its expiration, regardless of whether all shares have been repurchased.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="66%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Severance</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">and</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Contract Termination, Lease</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Termination</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Obligations</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">and Other</font></div><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Exit Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Restructuring Charges:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of January 1, 2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2011</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments/Pension Plan Settlement(1) during the Year Ended December 31, 2011</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(18.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2011</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2012</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments during the Year Ended December 31, 2012</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2012</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Charge Taken during the Year Ended December 31, 2013</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Payments/Asset Impairment(2) during the Year Ended December 31, 2013</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Balance Remaining as of December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:40px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We incurred settlements totaling </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> in 2011 related to our Canadian Pension Plan.</font></div></td></tr></table></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Customer Solution Set Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">North America:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">693.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">700.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">729.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">540.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">525.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">508.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,238.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total North America Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,246.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asia Pacific:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">144.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">176.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Asia Pacific Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">268.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Europe and Other International Markets:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Europe and Other International Markets Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,074.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">609.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">596.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">571.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,644.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,646.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,758.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7) There were no divestitures during the year ended December&#160;31, 2013. </font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as &#8220;Divested and Other Businesses.&#8221; These Divested and Other Businesses contributed </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">1%</font><font style="font-family:inherit;font-size:10pt;"> to our North America total revenue for the year ended December&#160;31, 2011.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as &#8220;Divested and Other Businesses.&#8221; These Divested and Other Businesses contributed </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">10%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">39%</font><font style="font-family:inherit;font-size:10pt;"> to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents Divested and Other Businesses revenue by solution set:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Divested and Other Businesses:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Divested and Other Businesses Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:96%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="45%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,840,845</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">77.61</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Granted</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3,908</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">101.04</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercised</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(903,756</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.87</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Forfeited or expired</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(85,250</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.77</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Outstanding at December 31, 2013</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">855,747</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable and unvested expected to vest at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">843,683</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.18</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Exercisable at December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">501,439</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.73</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option valuation model that used the weighted average assumptions in the following table:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.8%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.50</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.00</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.00</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.66%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.21%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.55%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of stock options granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$21.57</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$15.01</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$15.86</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine the expected term assumption using a midpoint scenario which combines our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.73170731707317%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Performance-based Restricted Stock Units</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Grant-Date Fair Value Per Share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">104,976</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.11</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">193,970</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.01</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(65,002)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.50</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(94,526)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.46</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">139,418</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">84.22</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.1</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Future amortization of acquired intangible assets as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> is as follows:</font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Segment Information</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated by management on a timely basis to assess performance and to allocate resources.</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;1, 2012, we began managing and reporting our business through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments (all prior periods had been reclassified to reflect the new segment structure):</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consists of our operations in the U.S. and Canada);</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consists of our operations in the U.K., the Netherlands, Belgium, Latin America and European Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2011, we managed and reported our business globally through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments:</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consisted of our operations in the U.S. and Canada);</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-left:4px;text-align:left;padding-left:72px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Our customer solution sets are D&amp;B Risk Management Solutions&#8482; and D&amp;B Sales&#160;&amp; Marketing Solutions&#8482;. Inter-segment sales are immaterial, and no single customer accounted for </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">10%</font><font style="font-family:inherit;font-size:10pt;"> or more of our total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges and intercompany transactions, because these charges and transactions are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business.</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,238.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">176.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Core</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,644.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,646.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,758.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Operating Income (Loss):</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">407.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">480.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">19.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">499.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">554.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">552.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (1)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">437.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">432.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">424.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Non-Operating Income (Expense) &#8211; Net</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(41.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(53.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(56.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Income Before Provision for Income Taxes and Equity in Net Income of Affiliates</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">396.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">378.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">368.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Depreciation and Amortization (2):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">41.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">71.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">78.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Capital Expenditures:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:5px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Additions to Computer Software and Other Intangibles (3):</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">21.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">16.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">36.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">47.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="49%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="14%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Assets (4):</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">843.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">795.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">790.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">371.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">414.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">466.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">445.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">365.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">317.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Segments</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,660.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,575.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,575.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate and Other (primarily taxes)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">416.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">401.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,890.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,991.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,977.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:10px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill (5):</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">265.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">266.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">210.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">234.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">222.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">113.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">110.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">589.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">611.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">598.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:23px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:-2px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;padding-left:16.64px;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;text-indent:-16.64px;"><font style="font-family:inherit;font-size:10pt;">The following table summarizes &#8220;Corporate and Other:&#8221;</font></div></td></tr></table><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Corporate Costs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(40.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(55.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Expense</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.9</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.1</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Strategic Technology Investment or MaxCV</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(30.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(44.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Legal Fees and Other Shut-Down Costs Associated with Matters in China</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlement of Legacy Pension Obligation</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total Corporate and Other</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(62.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(122.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(127.4</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease of </font><font style="font-family:inherit;font-size:10pt;">$7.1 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd. </font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in North America increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$3.8 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in North America increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$5.2 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in Asia Pacific increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$3.7 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in &#8220;Corporate and Other&#8221; decreased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$24.6 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions to computer software and other intangibles in &#8220;Corporate and Other&#8221; increased </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$10.8 million</font><font style="font-family:inherit;font-size:10pt;"> for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The increase in assets in the North America segment to </font><font style="font-family:inherit;font-size:10pt;">$843.2 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$795.4 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease in assets in the Asia Pacific segment to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$371.9 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$414.6 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to the negative impact of foreign currency translation.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The increase in assets in the Europe and Other International Markets segment to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$445.4 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$365.7 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to an increase in cash.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The decrease in assets in Corporate and Other to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$229.8 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$416.1 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.</font></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(5)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill in Asia Pacific decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$210.2 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$234.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill in Asia Pacific increased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$234.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2012 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$222.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Supplemental Geographic and Customer Solution Set Information:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.83040935672514%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="58%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Long-Lived Assets (6):</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">453.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">484.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">290.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">333.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">330.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;text-indent:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">162.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">165.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Consolidated Total</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">906.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">983.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">980.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><table cellpadding="0" cellspacing="0" style="padding-top:8px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:24px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(6)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-lived assets in North America decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$453.5 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$484.3 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Long-lived assets in Asia Pacific decreased to </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$290.0 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2013 from </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$333.9 million</font><font style="font-family:inherit;font-size:10pt;"> at December&#160;31, 2012. This is primarily attributable to the negative impact of foreign currency fluctuations.</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Customer Solution Set Revenue:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">North America:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">693.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">700.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">729.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">540.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">525.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">508.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,238.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total North America Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,233.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,225.6</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,246.8</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:21px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Asia Pacific:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">154.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">147.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">144.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">24.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">20.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">176.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">164.8</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">103.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Asia Pacific Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">179.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">195.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">268.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Europe and Other International Markets:</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">198.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">199.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">200.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Europe and Other International Markets Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">242.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">241.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">243.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;height:20px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,046.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,047.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,074.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">609.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">596.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">571.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Core Revenue</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,644.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,646.3</font></div></td><td style="vertical-align:bottom;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divested and Other Businesses (7)</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Consolidated Total Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,655.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,663.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1,758.5</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:-24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7) There were no divestitures during the year ended December&#160;31, 2013. </font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:24px;text-indent:48px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as &#8220;Divested and Other Businesses.&#8221; These Divested and Other Businesses contributed </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">1%</font><font style="font-family:inherit;font-size:10pt;"> to our North America total revenue for the year ended December&#160;31, 2011.</font></div><div style="line-height:120%;padding-top:8px;padding-left:24px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December&#160;31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as &#8220;Divested and Other Businesses.&#8221; These Divested and Other Businesses contributed </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">10%</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">39%</font><font style="font-family:inherit;font-size:10pt;"> to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table represents Divested and Other Businesses revenue by solution set:</font></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="12" rowspan="1"></td></tr><tr><td width="59%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Divested and Other Businesses:</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk Management Solutions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:28px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Sales&#160;&amp; Marketing Solutions</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">72.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total Divested and Other Businesses Revenue</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">18.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">112.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-bottom:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January&#160;1, 2012, we began managing and reporting our business through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments (all prior periods had been reclassified to reflect the new segment structure):</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consists of our operations in the United States (&#8220;U.S.&#8221;) and Canada);</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (&#8220;U.K.&#8221;), the Netherlands, Belgium, Latin America and European Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During 2011, we managed and reported our business globally through the following </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">three</font><font style="font-family:inherit;font-size:10pt;"> segments:</font></div><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">North America (which consisted of our operations in the U.S. and Canada);</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and</font></div></td></tr></table><table cellpadding="0" cellspacing="0" style="padding-bottom:12px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:72px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:48px;"><font style="font-family:inherit;font-size:10pt;">&#8226;</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).</font></div></td></tr></table><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The financial statements of the subsidiaries outside North America reflect a fiscal year ended November 30 in order to facilitate the timely reporting of our consolidated financial results and consolidated financial positi</font></div></div> 602200000 643400000 582500000 10600000 8700000 12400000 700000 7500000 700000 6100000 3800000 1700000 4100000 800000 6300000 P3Y P5Y P1Y P3Y P3Y P3Y P5Y P3Y P3Y 0.15 13972 94526 70230000 82460000 42368 193970 89550000 0 0 0 0 84010000 120008 153293 139418 104976 76390000 0 84220000 80110000 P1Y219D P1Y219D P2Y1M6D P1Y6M 61681 65002 8900000 10600000 12100000 75130000 79500000 0.019 0.020 0.016 0.018 0.018 0.25 0.25 0.23 0.23 0.21 0.0038 0.0033 0.0121 0.0166 0.0255 5400000 300000 700000 230993 4813551 192206 5153694 152438 4679309 501439 1127607 1238434 172093 171771 38500 119075 78.73 88.29 79.97 67.42 82.79 15700000 8400000 20800000 85250 80.77 3908 85.48 86.59 15.01 15.86 21.57 37200000 855747 1840845 229975 175679 238143 211950 79.23 77.61 82.80 68.06 88.57 80.15 36800000 843683 79.18 75.87 101.04 14700000 12100000 8200000 17100000 P3Y P2Y292D P6Y6M P6Y P6Y 22100000 P4Y146D P5Y256D P4Y110D P6Y6M P8Y1M6D P3Y256D P5Y256D -63000000 67010 58417 50277 903756 500000000 200000000 500000000 1000000000 400000000 5000000 P4Y P2Y -1048400000 -1017400000 -1014300000 -1042300000 -668800000 261700000 -162100000 2600900000 -2833300000 227300000 -3181300000 8800000 3100000 239000000 -2214100000 -638400000 -552200000 800000 2179300000 0 -168300000 -186700000 100000 -1048400000 -2356300000 100000 270000000 -516000000 -677600000 -1017400000 -740200000 800000 -701000000 800000 6100000 -151200000 2405500000 800000 3700000 -743900000 1989500000 -3000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Subsequent Events</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Dividend Declaration</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">February 2014</font><font style="font-family:inherit;font-size:10pt;">, we approved the declaration of a dividend of </font><font style="font-family:inherit;font-size:10pt;">$0.44</font><font style="font-family:inherit;font-size:10pt;"> per share of common stock for the </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">first</font><font style="font-family:inherit;font-size:10pt;"> quarter of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2014</font><font style="font-family:inherit;font-size:10pt;">. This cash dividend will be payable on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">March&#160;12, 2014</font><font style="font-family:inherit;font-size:10pt;"> to shareholders of record at the close of business on </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">February&#160;25, 2014</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Share Repurchases</font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">From January 1, 2014 through February 27, 2014, we have repurchased </font><font style="font-family:inherit;font-size:10pt;">936,724</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for approximately </font><font style="font-family:inherit;font-size:10pt;">$98 million</font><font style="font-family:inherit;font-size:10pt;">, which were outstanding at December 31, 2013. The share repurchases were comprised of </font><font style="font-family:inherit;font-size:10pt;">813,323</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for approximately </font><font style="font-family:inherit;font-size:10pt;">$85 million</font><font style="font-family:inherit;font-size:10pt;"> under our&#160;</font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1 billion</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program&#160;and&#160;</font><font style="font-family:inherit;font-size:10pt;">123,401</font><font style="font-family:inherit;font-size:10pt;"> shares of common stock for approximately </font><font style="font-family:inherit;font-size:10pt;">$13 million</font><font style="font-family:inherit;font-size:10pt;"> under our </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">four</font><font style="font-family:inherit;font-size:10pt;">-year, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">five million</font><font style="font-family:inherit;font-size:10pt;"> share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. See Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion on our share repurchase programs.</font></div><div style="line-height:120%;padding-top:6px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Tax Audit - Resolution of the 2007-2009 IRS Audit</font><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-top:6px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On January 15, 2014, we effectively settled the IRS audit for tax years 2007-2009. As a result of the settlement we will reduce our liabilities by approximately </font><font style="font-family:inherit;font-size:10pt;">$63 million</font><font style="font-family:inherit;font-size:10pt;">, partially offset by a reduction of approximately </font><font style="font-family:inherit;font-size:10pt;">$22 million</font><font style="font-family:inherit;font-size:10pt;"> for a contractual receipt under the tax allocation agreement between Moody's Corporation and D&amp;B as it relates to this matter. The result will be a net benefit of approximately </font><font style="font-family:inherit;font-size:10pt;">$37 million</font><font style="font-family:inherit;font-size:10pt;"> recorded in the quarter ending March 31, 2014.</font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Asset Valuation Allowance:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;padding-left:33px;text-indent:-32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="80%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> -37000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-bottom:12px;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Accounts Receivable and Allowance for Bad Debts. </font><font style="font-family:inherit;font-size:10pt;">Accounts receivable are recorded at the invoiced amount and do not bear interest. With respect to estimating the allowance for bad debts, we analyze the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends and we record an allowance as appropriat</font></div></div> 100000 900000 -3100000 40600000 44100000 3545513 435770 6483144 1380118 962686 1815888 2613701 3545513 354046 6837190 6483144 797813 4508199 936724 123401 813323 2833300000 3181300000 508000000 420000000 185400000 508000000 185400000 420000000 508000000 185400000 420000000 480100000 29800000 325000000 96300000 480100000 325000000 126100000 27900000 59300000 95000000 85000000 13000000 98000000 832300000 -700000 -400000 -400000 105800000 120100000 100700000 500000 400000 29200000 28700000 1000000 800000 5100000 14600000 500000 300000 7700000 100000 5100000 10400000 8400000 2700000 2500000 3100000 5100000 1200000 15300000 1200000 99900000 -6500000 -6500000 -1600000 -6500000 -1600000 -1600000 1200000 -500000 0 400000 400000 400000 46000000 49300000 39500000 39100000 48900000 45600000 66495 11658 28900000 29100000 100000 100000 -200000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for Doubtful Accounts:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;padding-left:33px;text-indent:-32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="80%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> 46900000 49200000 46000000 23500000 33400000 14600000 P23Y P9Y P31Y P6Y P9Y 2300000 1700000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Intangibles (included in Non-Current Assets): </font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Customer Relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Trademark and Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January&#160;1, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs (10)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divestitures (11)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2012 (12)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (13)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013 (12)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> P7Y P3Y P65M P8M P3Y P4Y P3Y P5Y P5Y P6Y 300000000 800000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:8px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Capital Stock </font></div><div style="line-height:120%;padding-top:8px;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The total number of shares of all classes of stock that we have authority to issue under our Certificate of Incorporation is </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">220,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares, of which </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">200,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares, par value </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share, represent Common Stock (the &#8220;Common Stock&#8221;); </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">10,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares, par value </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share, represent Preferred Stock (the &#8220;Preferred Stock&#8221;); and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">10,000,000</font><font style="font-family:inherit;font-size:10pt;"> shares, par value </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share, represent Series Common Stock (the &#8220;Series Common Stock&#8221;). The Preferred Stock and the Series Common Stock can be issued with varying terms, as determined by our Board of Directors. Our Board of Directors has designated </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">500,000</font><font style="font-family:inherit;font-size:10pt;"> shares of the Preferred Stock as Series A Junior Participating Preferred Stock, par value </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share, and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,400,000</font><font style="font-family:inherit;font-size:10pt;"> shares of the Preferred Stock as Series B Preferred Stock, par value </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.01</font><font style="font-family:inherit;font-size:10pt;"> per share. </font></div><div style="line-height:120%;padding-top:18px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Preferred Stock Issuance </font></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On February&#160;24, 2009, we authorized </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,400,000</font><font style="font-family:inherit;font-size:10pt;"> shares of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">4.0%</font><font style="font-family:inherit;font-size:10pt;"> Series B Preferred Stock (&#8220;Series B Preferred Stock&#8221;) and issued </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">1,345,757</font><font style="font-family:inherit;font-size:10pt;"> of such shares to a wholly-owned subsidiary in an intercompany transaction in exchange for </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.2 billion</font><font style="font-family:inherit;font-size:10pt;"> of outstanding intercompany debt. This transaction was eliminated in the consolidation. This transaction was undertaken in connection with worldwide legal entity simplification. The Series B Preferred Stock was issued pursuant to an exemption from registration under Section&#160;4(2) of the Securities Act of 1933, as amended. The terms of the Series B Preferred Stock were set forth in a Certificate of Designation amending our Certificate of Incorporation effective as of February&#160;24, 2009.</font></div></div> -24600000 3800000 5200000 3700000 10800000 P1Y P10Y 55400000 49100000 0 0 5100000 62200000 44800000 0 30300000 127400000 13900000 7400000 29400000 22100000 40900000 0 13500000 122300000 9600000 1200000 1600000 10700000 16300000 16600000 2300000 900000 2200000 3700000 14700000 14600000 11800000 8800000 3300000 6100000 8400000 9900000 13600000 4700000 1200000 6200000 30000000 4800000 4400000 13100000 9100000 5400000 31200000 6700000 2500000 27000000 10500000 9300000 12500000 34100000 3 P364D 19900000 12600000 0.0350 0.0119 0.0460 0.0097 0.0453 0.0566 0.0445 0.0445 0.038 0.03 0.0526 0.0447 0.0652 0.0097 0.0460 0.0523 0.0350 0.0198 0.0199 0.0445 0.0445 0.03 0.0445 0.0775 0.0775 0.0775 0.0825 -1800000 -8000000 -129000000 127400000 0.5 0.5 P5Y 1314000000 1391800000 -1293600000 -1425000000 1954700000 1814500000 1930300000 1793200000 1300000 6400000 5100000 0.52 0.03 0.45 P45Y P65Y P10Y 0 0 P50Y 0.07 0.10 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:18px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Recent Accounting Pronouncements</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force)," which states that </font><font style="font-family:inherit;font-size:10pt;color:#3c3c3d;">an </font><font style="font-family:inherit;font-size:10pt;">unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the Emerging Issues Task Force)," which permits a company to designate the Fed Funds Effective Swap Rate ("Fed Funds rate"), also referred to as the overnight index swap rate ("OIS"), as a benchmark interest rate for hedge accounting purposes. In addition, this ASU removes the restriction on using different benchmark interest rates for similar hedges. The authoritative guidance is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2013, the FASB issued ASU No. 2013-5, "Foreign Currency Matters (Topic 830): Parent&#8217;s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)," which states that a cumulative translation adjustment ("CTA") is attached to the parent&#8217;s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. The entire amount of the CTA associated with the foreign entity would be released when there has been a: (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity; (ii) loss of a controlling financial interest in an investment in a foreign entity; and (iii) step acquisition for a foreign entity. The authoritative guidance does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The authoritative guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. A company would disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current-period other comprehensive income. The authoritative guidance requires a company to present information about significant items reclassified out of accumulated other comprehensive income by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The authoritative guidance is effective for fiscal years and the interim periods within those annual periods beginning after December 15, 2012. The authoritative guidance was applied prospectively. See Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for more information.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11, &#8220;Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities&#8221; or &#8220;ASU No. 2011-11.&#8221; The authoritative guidance limits the scope of the offsetting disclosures to (i) recognized derivative instruments accounted for in accordance with ASC 815, &#8220;Derivatives and Hedging&#8221;, or &#8220;ASC 815,&#8221; subject to the authoritative guidance for offsetting in the statement of financial position and (ii) recognized derivative instruments accounted for in accordance with ASC 815 that are subject to an enforceable master netting arrangement or similar agreement. The authoritative guidance is effective for annual reporting periods beginning on or after January&#160;1, 2013 and interim periods within those annual periods. A company is required to provide the disclosures required in ASU No. 2011-11 for the applicable instruments and transactions under this authoritative guidance retrospectively for all comparative periods presented. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.</font></div></div> -14500000 2000000 22000000 5400000 0 112200000 18700000 9400000 72400000 0 39800000 9300000 0 18700000 0 0 0 0 8700000 0 0 0 112200000 103500000 18700000 64000000 1300000 4000000 16000000 4000000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Divestitures and Other Businesses</font></div><div style="line-height:120%;padding-top:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Indian Research and Advisory Services Business</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In September 2012, we sold substantially all of the assets and liabilities of our Indian Research and Advisory Services business for </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.5 million</font><font style="font-family:inherit;font-size:10pt;">. As a result, we recorded a pre-tax gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.2 million</font><font style="font-family:inherit;font-size:10pt;"> in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December&#160;31, 2012. The Indian Research and Advisory Services business generated approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$1.3 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue during 2011. </font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Shanghai Roadway D&amp;B Marketing Services Co. Ltd.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On March&#160;18, 2012, we announced we had temporarily suspended our Roadway operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws.&#160;Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with </font><font style="font-family:inherit;font-size:10pt;">five</font><font style="font-family:inherit;font-size:10pt;"> former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens.&#160;On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment for </font><font style="font-family:inherit;font-size:10pt;">four</font><font style="font-family:inherit;font-size:10pt;"> former Roadway employees. A fifth former Roadway employee was separated from the case.</font></div><div style="line-height:120%;padding-top:8px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">For the year ended December 31, 2013, we incurred </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$7.4 million</font><font style="font-family:inherit;font-size:10pt;"> of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$13.5 million</font><font style="font-family:inherit;font-size:10pt;"> of legal and other professional fees and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2.1 million</font><font style="font-family:inherit;font-size:10pt;"> in local shut-down costs, as well as an impairment charge of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$12.9 million</font><font style="font-family:inherit;font-size:10pt;"> related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.4 million</font><font style="font-family:inherit;font-size:10pt;"> of revenue and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$14.5 million</font><font style="font-family:inherit;font-size:10pt;"> of operating loss. D&amp;B acquired Roadway&#8217;s operations in 2009, and for 2011 Roadway accounted for approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$22 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue and </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$2 million</font><font style="font-family:inherit;font-size:10pt;"> in operating income. </font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Domestic Portion of our Japanese Joint Venture</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2012, we completed the sale of the domestic portion of our Japan operations to TSR Ltd., our local joint venture partner since December 2007, for </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$4.5 million</font><font style="font-family:inherit;font-size:10pt;">. As a result, we recorded a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$3.0 million</font><font style="font-family:inherit;font-size:10pt;"> in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Our domestic Japanese operations generated approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$64 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue during 2011.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Simultaneously with closing this transaction, we entered into a </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">ten</font><font style="font-family:inherit;font-size:10pt;">-year commercial arrangement to provide TSR Ltd. with global data for its Japanese customers and to become the exclusive distributor of TSR Ltd. data to the Worldwide Network. From the date of this transaction in February 2012, this arrangement has aggregate future cash payments of approximately </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$140 million</font><font style="font-family:inherit;font-size:10pt;">.</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">AllBusiness.com, Inc.</font></div><div style="line-height:120%;padding-top:12px;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In February 2012, we completed the sale of AllBusiness.com, Inc., a U.S. entity included in our North American reporting segment, for </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;">. As a result, we recorded a pre-tax loss of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$0.4 million</font><font style="font-family:inherit;font-size:10pt;"> in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. AllBusiness.com, Inc. generated approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue during 2011.</font></div><div style="line-height:120%;padding-top:12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Chinese Market Research Joint Ventures</font></div><div style="line-height:120%;padding-top:12px;text-indent:30px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2012, we completed the sale of our market research business in China, consisting of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">two</font><font style="font-family:inherit;font-size:10pt;"> joint venture companies, by selling our equity interests in such companies to our partner for a total purchase price of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;">. As a result, we recorded a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$1.4 million</font><font style="font-family:inherit;font-size:10pt;"> in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The joint ventures generated approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$16 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue during 2011.</font></div><div style="line-height:120%;padding-bottom:8px;padding-top:12px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;">Purisma Incorporated</font></div><div style="line-height:120%;padding-bottom:8px;padding-top:6px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In January 2012, we completed the sale of Purisma Incorporated, a U.S. entity included in our North American reporting segment, for </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$2.0 million</font><font style="font-family:inherit;font-size:10pt;">. As a result, we recorded a pre-tax gain of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$2.0 million</font><font style="font-family:inherit;font-size:10pt;"> in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Purisma Incorporated generated approximately </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;">$4 million</font><font style="font-family:inherit;font-size:10pt;"> in revenue during 2011.</font></div></div> 0.297 0.342 0.220 -0.023 -0.032 -0.014 -0.071 0.000 -0.055 0.000 -0.021 -0.041 -7100000 800000 -14800000 359963 52100000 21100000 5200000 80300000 48400000 31000000 72000000 8300000 80300000 48400000 43200000 52100000 4000000 18000000 20000000 10000000 54000000 112000000 140000000 3900000 4500000 2900000 2500000 3800000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Fair Value Measurements. </font><font style="font-family:inherit;font-size:10pt;">We account for certain assets and liabilities at fair value. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.53658536585365%;border-collapse:collapse;text-align:left;"><tr><td colspan="3" rowspan="1"></td></tr><tr><td width="21%" rowspan="1" colspan="1"></td><td width="4%" rowspan="1" colspan="1"></td><td width="75%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Level Input</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Input Definition</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level I</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level II</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;height:8px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Level III</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management&#8217;s best estimate of what market participants would use in pricing the asset or liability at the measurement date.</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.</font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The estimated fair values of financial assets and liabilities and certain non-financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div></div> 0 0 0 0 0 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Financial Instruments. </font><font style="font-family:inherit;font-size:10pt;">We use financial instruments, including foreign exchange and interest rate-related forward, option and swap contracts, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We recognize all such financial instruments as either assets or liabilities on the balance sheet and measure those instruments at fair value. We do not use derivative financial instruments for trading or speculative purposes. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">We use foreign exchange forward and option contracts to hedge certain non-functional currency-denominated intercompany and third-party transactions and to hedge the U.S. dollar equivalent value of certain non-U.S. earnings streams. These foreign exchange forward and option contracts are marked-to-market and the resulting remeasurement gains and losses are recorded as other income or expense. In addition, foreign exchange forward and option contracts are used to hedge certain of our foreign net investments. The gains and losses associated with these contracts are recorded in &#8220;Cumulative Translation Adjustment,&#8221; a component of shareholders&#8217; equity. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">From time-to-time, we use interest rate swap agreements to hedge long-term fixed-rate debt. In November 2010, we issued senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$300 million</font><font style="font-family:inherit;font-size:10pt;"> that mature on November&#160;15, 2015 (the &#8220;2015 notes&#8221;). In November and December 2010, we executed interest rate fair value hedges in the form of interest rate swap agreements in order to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. When executed, we designate the swaps as fair-value hedges and assess whether the swaps are highly effective in offsetting changes in the fair value of the hedged debt. We formally document all relationships between hedging instruments and hedged items, and we have documented policies for managing our exposures. Changes in the fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of interest expense. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> and the receipt of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$5.0 million</font><font style="font-family:inherit;font-size:10pt;"> in cash on March 12, 2012, the swap termination settlement date. The gain of </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">$0.3 million</font><font style="font-family:inherit;font-size:10pt;"> was recorded in &#8220;Other Income (Expense) &#8211; Net&#8221; in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Also, from time-to-time, we use interest rate swap agreements to hedge our variable-interest rate debt. In January 2009 and December 2008, we executed interest rate cash flow hedges in the form of interest rate swap agreements in order to mitigate our exposure to variability in cash flows related to future interest rate payments on a designated portion of our variable interest rate borrowings. We defer gains and losses on these derivative instruments in the accumulated other comprehensive income (loss) line of the consolidated balance sheet until the hedged transactions impact our earnings. The hedge accounting effectiveness is monitored on an ongoing basis, and any resulting ineffectiveness will be recorded as gains and losses in earnings in the respective measurement period. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further detai</font></div></div> 400000 0 400000 3200000 3200000 0 76700000 -22000000 13000000 12200000 7000000 12200000 -1500000 0 -3700000 4100000 17300000 3800000 11700000 13500000 15800000 600000 600000 1500000 1500000 0 0 300000 0 300000 2300000 -400000 1900000 5500000 -7000000 -12500000 P3Y P5Y P5Y 108000000 105900000 63000000 650000000 0 5100000 0 500 1500 P5Y 295400000 260000000 258500000 59900000 4800000 230000000 4 2 2 5 4 2 400 765 160 2 2 P10Y 116100000 118900000 -43700000 2500000 -35600000 1400000 -15800000 -10800000 -113400000 207600000 -4000000 -3200000 75900000 -38000000 3800000 3300000 3100000 0 0 6400000 5800000 5600000 -35600000 -7500000 17100000 0 -100000 -6200000 17100000 -35500000 17100000 -1300000 -6200000 -35500000 127900000 -131100000 -78400000 38000000 -75900000 86200000 76600000 27200000 -91700000 154400000 -56200000 -116600000 -300000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Accrued and Current Liabilities:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="73%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Accruals</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Professional Fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></div> 22000000 3400000 15200000 11800000 21000000 2900000 18100000 30300000 -88400000 80400000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="15" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(43.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(35.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">207.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(113.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> 0.02 0.14 0.70 0.39 0.01 0.10 0.03 0.125 3700000 5400000 3400000 0 0 0 3900000 20100000 69600000 29600000 17300000 17500000 20400000 24700000 14300000 18600000 0 7400000 0 P8Y 690 305 95 75 140 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the assumptions we used to determine net periodic benefit cost for the years ended December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2011</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;padding-top:12px;text-align:left;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="19" rowspan="1"></td></tr><tr><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="6%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Discount Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.71</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.30</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.11</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.17</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.47</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Expected Long-Term Return on Plan Assets</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.15</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.24</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.05</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Rate of Compensation Increase</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.27</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Interest Crediting Rate (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.0%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Conversion Rate (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.97%/3.50%/4.60%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.99%/4.47%/5.26%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.98%/5.23%/6.52%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;">(1) Only applicable to the U.S. Plans. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the assumptions we used to determine our pension plan and postretirement benefit plan obligations for December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2012</font><font style="font-family:inherit;font-size:10pt;">:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.12670565302143%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="41%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="18%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="8%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Pension Plans</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Postretirement Benefits</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Discount Rate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.43</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.64</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.18</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Weighted Average Rate of Compensation Increase</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.95</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.99</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:12px;text-indent:-12px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Interest Crediting Rate (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.8%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.45%/3.0%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Cash Balance Account Conversion Rate (1)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.19%/4.53%/5.66%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.97%/3.50%/4.60%</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"> </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1) Only applicable to the U.S. Plans. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans: </font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="52%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Asset Allocations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="5" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">Target Asset Allocations</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">As of December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Equity Securities</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">52</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Debt Securities</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Real Estate</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Total</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">%</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following table quantifies our future contractual obligations as discussed above as of December&#160;31, </font><font style="font-family:inherit;font-size:10pt;color:#000000;text-decoration:none;">2013</font><font style="font-family:inherit;font-size:10pt;">: </font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:98.06576402321083%;border-collapse:collapse;text-align:left;"><tr><td colspan="29" rowspan="1"></td></tr><tr><td width="28%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="7%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Contractual Obligations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2014</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2015</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2016</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2017</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">2018</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Thereafter</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Leases</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">22.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">109.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Obligations to Outsourcers</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">132.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">227.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:95.80487804878048%;border-collapse:collapse;text-align:left;"><tr><td colspan="17" rowspan="1"></td></tr><tr><td width="29%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="9%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="12%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="8" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options Outstanding</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="6" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Stock Options Exercisable</font></div></td></tr><tr><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Range of Exercise Prices</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Exercise Price Per Share</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$59.86-$71.28</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">238,143</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">4.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.06</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">172,093</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">67.42</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$74.69-$80.45</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">211,950</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.5</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">80.15</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">119,075</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">79.97</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$82.64-$82.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">229,975</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.80</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38,500</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">82.79</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$88.04-$107.17</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">175,679</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.7</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.57</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">171,771</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">88.29</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">855,747</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">501,439</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Changes in our nonvested service-based restricted stock units for the year ended December 31, 2013 are summarized as follows:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.90243902439025%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="47%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="10%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="13%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Service-based Restricted Stock Units</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Shares</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Grant-Date Fair Value Per Share</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Weighted Average Remaining Contractual Term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Aggregate Intrinsic Value</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">153,293</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.39</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42,368</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">89.55</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Vested</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(61,681)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">75.13</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;&#160;Forfeited</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13,972)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">70.23</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Nonvested Shares at December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120,008</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">81.83</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.6</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.6341463414634%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.38%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of LRSUs granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$85.48</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected volatility is based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The results is then annualized and compounded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div></div> <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;text-indent:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:</font><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:94.82926829268293%;border-collapse:collapse;text-align:left;"><tr><td colspan="6" rowspan="1"></td></tr><tr><td width="50%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="16%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected stock price volatility</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">25%</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected dividend yield</font></div></td><td style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.0%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected term (in years)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Risk-free interest rate</font></div></td><td style="vertical-align:bottom;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.33%</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Fair value of Performance Units granted</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:52px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$86.59</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:44px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">N/A</font></div></td></tr></table></div></div><div style="line-height:120%;padding-top:6px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Expected volatility is based on historical volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. </font></div></div> P3Y 1500000 P10Y P10Y 4800000 5900000 4200000 P3Y P2Y P1Y P1Y 1133539 1 2 3 4 2 0.85 2.00 0.00 0.00 2.00 2.00 0.00 0.00 2.00 82.64 59.86 74.69 88.04 107.17 82.80 80.45 71.28 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-style:italic;font-weight:bold;">Stock-Based Compensation. </font><font style="font-family:inherit;font-size:10pt;">Our stock-based compensation programs are described more fully in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K. </font></div><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"></font></div></div> 2011-11 2009-12 2011-11 2014-10 220000000 4700000 0 4700000 0 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Supplemental Financial Data</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Accrued and Current Liabilities:</font></div><div style="line-height:120%;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;width:99.80506822612085%;border-collapse:collapse;text-align:left;"><tr><td colspan="8" rowspan="1"></td></tr><tr><td width="73%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="11%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Restructuring Accruals</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">10.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">11.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Professional Fees</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">34.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">37.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Operating Expenses</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">28.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:top;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Accrued Liabilities</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">42.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">118.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Property, Plant and Equipment &#8211; Net:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="7" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">At December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Land</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Buildings</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">33.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Furniture</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">59.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">60.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">98.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">97.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Less: Accumulated Depreciation</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">68.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">66.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.4</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Leasehold Improvements, less:</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Accumulated Amortization of $15.6 and $15.0 as of December 31, 2013 and 2012, respectively</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">9.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">8.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Property, Plant and Equipment &#8211; Net</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">39.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">40.6</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Income (Expense) &#8211; Net:</font></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="11" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">For the Years Ended December 31,</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2012</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;border-top:1px solid #000000;" rowspan="1"><div style="text-align:center;font-size:8pt;"><font style="font-family:inherit;font-size:8pt;font-weight:bold;">2011</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Effect of Legacy Tax Matters (1)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(14.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gain (Loss) on Sale of Businesses (2)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">6.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Loss on Investment (3)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) &#8211; Net (4)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(6.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(2.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other Income (Expense) &#8211; Net</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(21.2</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr></table></div></div><div style="line-height:120%;padding-left:4px;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(1)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&amp;B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody&#8217;s Corporation and D&amp;B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004. </font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(2)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of </font><font style="font-family:inherit;font-size:10pt;">two</font><font style="font-family:inherit;font-size:10pt;"> joint venture companies. </font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(3)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(4)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> incurred in 2012 to accelerate the redemption of our senior notes with a face value of </font><font style="font-family:Times New Roman;font-size:10pt;color:#000000;font-style:normal;font-weight:normal;text-decoration:none;">$400 million</font><font style="font-family:inherit;font-size:10pt;"> that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation. </font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of </font><font style="font-family:inherit;font-size:10pt;">$5.8 million</font><font style="font-family:inherit;font-size:10pt;"> incurred in 2012 to accelerate the redemption of our senior notes with a face value of </font><font style="font-family:inherit;font-size:10pt;">$400 million</font><font style="font-family:inherit;font-size:10pt;"> that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation. </font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;padding-top:8px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;padding-bottom:4px;text-align:left;padding-left:42px;text-indent:-42px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-left:4px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Computer Software and Goodwill:</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="9" rowspan="1"></td></tr><tr><td width="60%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Computer Software</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Goodwill</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">127.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">598.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions at Cost (5)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">64.9</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(49.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.7</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divestitures (6)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (7)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">13.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">140.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">611.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions at Cost (8)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">43.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(46.9</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs (9)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(31.3</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (7)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.7</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(22.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">107.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">589.1</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(5) Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings.</font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman; font-size:10pt;"><tr><td style="width:36px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(6)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div></td></tr></table><div style="line-height:120%;text-align:left;padding-left:36px;text-indent:-36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:36px;text-indent:-36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7) Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations.</font></div><div style="line-height:120%;text-align:left;padding-left:36px;text-indent:-36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(8) Computer Software - Amount mainly due to the purchase of perpetual licenses of third party software.</font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9) Computer Software - This decrease is due to impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our Portal asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Other Intangibles (included in Non-Current Assets): </font></div><div style="line-height:120%;text-align:left;font-size:9pt;"><font style="font-family:inherit;font-size:9pt;">&#160;</font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="13" rowspan="1"></td></tr><tr><td width="46%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="15%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Customer Relationships</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Trademark and Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="3" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1"><div style="text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Total</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;padding-left:16px;text-indent:-16px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January&#160;1, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">30.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">85.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">116.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.5</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(13.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(17.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs (10)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(3.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Divestitures (11)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.9</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December&#160;31, 2012 (12)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">29.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">69.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">99.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions </font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.6</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Amortization</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(4.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(11.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other (13)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12.5</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013 (12)</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">31.0</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">45.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">76.7</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;text-align:center;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(10) Trademark and Other - Amounts primarily due to the write-off of other intangibles related to the shut-down of Roadway. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div><table cellpadding="0" cellspacing="0" style="padding-top:6px;font-family:Times New Roman; font-size:10pt;"><tr><td style="width:32px;" rowspan="1" colspan="1"></td><td rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:top" rowspan="1" colspan="1"><div style="line-height:120%;font-size:10pt;padding-left:0px;"><font style="font-family:inherit;font-size:10pt;">(11)</font></div></td><td style="vertical-align:top;" rowspan="1" colspan="1"><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.</font></div></td></tr></table><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:36px;text-indent:-36px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(12) Customer Relationships - Includes accumulated amortization of </font><font style="font-family:inherit;font-size:10pt;">$13.8 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$7.3 million</font><font style="font-family:inherit;font-size:10pt;"> as of </font></div><div style="line-height:120%;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> December 31, 2013 and 2012, respectively. </font></div><div style="line-height:120%;padding-top:8px;text-align:left;padding-left:32px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> Trademark and Other - Includes accumulated amortization of </font><font style="font-family:inherit;font-size:10pt;">$78.2 million</font><font style="font-family:inherit;font-size:10pt;"> and </font><font style="font-family:inherit;font-size:10pt;">$72.7 million</font><font style="font-family:inherit;font-size:10pt;"> as of December </font></div><div style="line-height:120%;text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"> 31, 2013 and 2012, respectively.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:32px;text-indent:-32px;font-size:12pt;"><font style="font-family:inherit;font-size:12pt;">(</font><font style="font-family:inherit;font-size:10pt;">13) During the year ended December 31, 2013 we reclassified assets between Trademark and Other and Customer Relationships. In addition, the amount includes the negative impact of foreign currency translation.</font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Allowance for Doubtful Accounts:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;padding-left:33px;text-indent:-32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="80%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">12.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(20.0</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2011</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">17.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">15.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(7.2</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">27.3</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.0</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Write-offs</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(9.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Recoveries</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">3.2</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Other</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">23.9</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div><div style="line-height:120%;padding-top:6px;text-align:left;padding-left:33px;text-indent:-32px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">Deferred Tax Asset Valuation Allowance:</font></div><div style="line-height:120%;padding-top:6px;text-align:center;padding-left:33px;text-indent:-32px;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:100%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="80%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="17%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.8</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.8</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.6</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#8212;</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.1</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">35.4</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to costs and expenses</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">2.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) due to foreign currency fluctuations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">1.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions charged (credited) to other accounts</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;font-weight:bold;">December 31, 2013</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">38.3</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;background-color:#cceeff;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> P180D 3000000 402000000 28000000 26000000 400000 700000 100000 150700000 105800000 100700000 120100000 <div style="font-family:Times New Roman;font-size:10pt;"><div style="line-height:120%;padding-top:12px;text-align:left;text-indent:33px;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">The following is a reconciliation of the gross unrecognized tax benefits:</font></div><div style="line-height:120%;padding-top:12px;text-align:center;font-size:10pt;"><div style="padding-left:0px;text-indent:0px;line-height:normal;padding-top:10px;"><table cellpadding="0" cellspacing="0" style="font-family:Times New Roman;font-size:10pt;margin-left:auto;margin-right:auto;width:86.9140625%;border-collapse:collapse;text-align:left;"><tr><td colspan="5" rowspan="1"></td></tr><tr><td width="77%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td><td width="20%" rowspan="1" colspan="1"></td><td width="1%" rowspan="1" colspan="1"></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of January 1, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">150.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">14.6</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements with Taxing Authority</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.8</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(29.2</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(15.3</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2011</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">120.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">5.1</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Addition due to CTA</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.3</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(28.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2012</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">100.7</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">7.7</font></div></td><td style="vertical-align:bottom;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Additions for Current Years' Tax Positions</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Settlements with Taxing Authority</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.0</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction due to CTA</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.5</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction in Prior Years' Tax Positions</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(0.4</font></div></td><td style="vertical-align:bottom;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Reduction Due to Expired Statute of Limitations</font></div></td><td style="vertical-align:bottom;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td colspan="2" style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-left:2px;padding-top:2px;padding-bottom:2px;" rowspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">(1.2</font></div></td><td style="vertical-align:bottom;border-bottom:1px solid #000000;background-color:#cceeff;padding-right:2px;padding-top:2px;padding-bottom:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">)</font></div></td></tr><tr><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">Gross Unrecognized Tax Benefits as of December 31, 2013</font></div></td><td style="vertical-align:bottom;padding-left:2px;padding-top:2px;padding-bottom:2px;padding-right:2px;" rowspan="1" colspan="1"><div style="overflow:hidden;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">&#160;</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-left:2px;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">$</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;padding-top:2px;padding-bottom:2px;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:right;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;">105.8</font></div></td><td style="vertical-align:bottom;border-bottom:3px double #000000;border-top:1px solid #000000;" rowspan="1" colspan="1"><div style="text-align:left;font-size:10pt;"><font style="font-family:inherit;font-size:10pt;"><br clear="none"/></font></div></td></tr></table></div></div></div> -1100000 -1000000 -1000000 -1600000 800000 2700000 false --12-31 FY 2013 2013-12-31 10-K 0001115222 37598063 Yes Large Accelerated Filer 3764000000 DUN & BRADSTREET CORP/NW No Yes DNB 400000000 125000000 125000000 75000000 300700000 295400000 25000000 Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation. The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss): For the Three Months Ended March 31, June 30, September 30, December 31, Full Year2013 Corporate Costs$(10.7) $(8.8) $(9.6) $(11.8) $(40.9)Restructuring Expense(2.3) (2.2) (6.1) (3.3) (13.9)Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China(1.6) (3.7) (0.9) (1.2) (7.4)Total Corporate and Other$(14.6) $(14.7) $(16.6) $(16.3) $(62.2) For the Three Months Ended March 31, June 30, September 30, December 31, Full Year2012 Corporate Costs$(12.5) $(9.9) $(13.1) $(13.6) $(49.1)Restructuring Expense(9.1) (9.3) (4.8) (6.2) (29.4)Strategic Technology Investment or MaxCV(8.4) (10.5) (6.7) (4.7) (30.3)Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China(1.2) (4.4) (5.4) (2.5) (13.5)Total Corporate and Other$(31.2) $(34.1) $(30.0) $(27.0) $(122.3) Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. There were no divestitures during the year ended December 31, 2013. During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011.During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively. In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014. During the year ended December 31, 2013 we reclassified assets between Trademark and Other and Customer Relationships. In addition, the amount includes the negative impact of foreign currency translation. The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year. Only applicable to the U.S. Plans. Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd. The following table summarizes “Corporate and Other:” For the Years Ended December 31, 2013 2012 2011Corporate Costs$(40.9) $(49.1) $(55.4)Restructuring Expense(13.9) (29.4) (22.1)Strategic Technology Investment or MaxCV— (30.3) (44.8)Legal Fees and Other Shut-Down Costs Associated with Matters in China(7.4) (13.5) —Settlement of Legacy Pension Obligation— — (5.1)Total Corporate and Other$(62.2) $(122.3) $(127.4) Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K. Only applicable to the U.S. Plans. Tax Income (Expense) of $(1.9) million during the year ended December 31, 2012. No tax impact during the years ended December 31, 2013 and 2011 Computer Software - Amount mainly due to the purchase of perpetual licenses of third party software. During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies. Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K. Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations. Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV. We incurred an asset impairment of $0.5 million in the first quarter of 2013 related to the termination of a lease. Tax Income (Expense) of $(91.7) million, $27.2 million and $76.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. In addition, for each of the years ended December 31, 2013, 2012, and 2011, there was an adjustment to our pension liabilities of $127.9 million, $(78.4) million, and $(131.1) million, net of tax income (expense) of $(75.9) million, $38.0 million, and $86.2 million, respectively, which is reflected in Accumulated Other Comprehensive Income. Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less. Computer Software - This decrease is due to impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our Portal asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation. Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation. Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less. During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition. In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011. The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash. Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation. In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014. During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004. Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations. We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan. Customer Relationships - Includes accumulated amortization of $13.8 million and $7.3 million as of December 31, 2013 and 2012, respectively. Trademark and Other - Includes accumulated amortization of $78.2 million and $72.7 million as of December 31, 2013 and 2012, respectively. Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings. The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter. Tax Income (Expense) of $3.3 million, $3.1 million and $3.8 million during the years ended December 31, 2013, 2012 and 2011, respectively. Trademark and Other - Amounts primarily due to the write-off of other intangibles related to the shut-down of Roadway. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K. EX-101.SCH 21 dnb-20131231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2105100 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Notes) link:presentationLink link:calculationLink link:definitionLink 2305301 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Tables) link:presentationLink link:calculationLink link:definitionLink 2405402 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprrehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2405403 - Disclosure - Accumulated Other Comprehensive income Reclassification out of Accumulated other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2410405 - Disclosure - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) link:presentationLink link:calculationLink link:definitionLink 2410406 - Disclosure - Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2409403 - Disclosure - Borrowings (Detail) link:presentationLink link:calculationLink link:definitionLink 2409404 - Disclosure - Borrowings (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2111100 - Disclosure - Capital Stock link:presentationLink link:calculationLink link:definitionLink 2411401 - Disclosure - Capital Stock Capital Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2410407 - Disclosure - Carrying Amount and Estimated Fair Value of Asset (Liability) (Detail) link:presentationLink link:calculationLink link:definitionLink 1002000 - Statement - Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 1002501 - Statement - Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1003000 - Statement - Consolidated Statements of Cash Flows link:presentationLink link:calculationLink link:definitionLink 1001000 - Statement - Consolidated Statements of Operations and Comprehensive Income link:presentationLink link:calculationLink link:definitionLink 1001501 - Statement - Consolidated Statements of Operations and Comprehensive Income (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 1004000 - Statement - Consolidated Statements of Shareholders' Equity (Deficit) link:presentationLink link:calculationLink link:definitionLink 1004501 - Statement - Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 2123100 - Disclosure - Contingencies link:presentationLink link:calculationLink link:definitionLink 2423401 - Disclosure - Contingencies- Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2101100 - Disclosure - Description of Business and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 2401403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2201201 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 2301302 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Tables) link:presentationLink link:calculationLink link:definitionLink 2127100 - Disclosure - Divestitures and Other Businesses link:presentationLink link:calculationLink link:definitionLink 2427401 - Disclosure - Divestitures and Other Businesses - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 0001000 - Document - Document and Entity Information link:presentationLink link:calculationLink link:definitionLink 2112100 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 2412402 - Disclosure - Earnings Per Share - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2412403 - Disclosure - Earnings Per Share (Detail) link:presentationLink link:calculationLink link:definitionLink 2312301 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 2410404 - Disclosure - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) link:presentationLink link:calculationLink link:definitionLink 2119100 - Disclosure - Employee Stock Plans link:presentationLink link:calculationLink link:definitionLink 2419402 - Disclosure - Employee Stock Plans Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 2419406 - Disclosure - Employee Stock Plans Changes in Nonvested Restricted Stock Units and Restricted Stock (Details) link:presentationLink link:calculationLink link:definitionLink 2419404 - Disclosure - Employee Stock Plans Changes in Stock Options (Details) link:presentationLink link:calculationLink link:definitionLink 2319301 - Disclosure - Employee Stock Plans Employee Stock Plans (Tables) link:presentationLink link:calculationLink link:definitionLink 2419403 - Disclosure - Employee Stock Plans Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model (Details) link:presentationLink link:calculationLink link:definitionLink 2419407 - Disclosure - Employee Stock Plans Stock Based Compensation Expense (Details) link:presentationLink link:calculationLink link:definitionLink 2419405 - Disclosure - Employee Stock Plans Summary of Stock Options Outstanding (Details) link:presentationLink link:calculationLink link:definitionLink 2410403 - Disclosure - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) link:presentationLink link:calculationLink link:definitionLink 2110100 - Disclosure - Financial Instruments link:presentationLink link:calculationLink link:definitionLink 2410402 - Disclosure - Financial Instruments - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2310301 - Disclosure - Financial Instruments (Tables) link:presentationLink link:calculationLink link:definitionLink 2401404 - Disclosure - Future Amortization of Acquired Intangible Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2108100 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 2408405 - Disclosure - Income Taxes - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2408406 - Disclosure - Income Taxes - Deferred Tax Assets (Liabilities) (Details) link:presentationLink link:calculationLink link:definitionLink 2408402 - Disclosure - Income Taxes - Income before Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2408403 - Disclosure - Income Taxes - Provision for Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 2408407 - Disclosure - Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) link:presentationLink link:calculationLink link:definitionLink 2408404 - Disclosure - Income Taxes - Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes (Details) link:presentationLink link:calculationLink link:definitionLink 2308301 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 2121100 - Disclosure - Lease Commitments and Contractual Obligations link:presentationLink link:calculationLink link:definitionLink 2421403 - Disclosure - Lease Commitments and Contractual Obligations Future Contractual Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 2421402 - Disclosure - Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 2321301 - Disclosure - Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Tables) link:presentationLink link:calculationLink link:definitionLink 2109100 - Disclosure - Notes Payable and Indebtedness link:presentationLink link:calculationLink link:definitionLink 2409402 - Disclosure - Notes Payable and Indebtedness - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2309301 - Disclosure - Notes Payable and Indebtedness (Tables) link:presentationLink link:calculationLink link:definitionLink 2115100 - Disclosure - Pension and Postretirement Benefits link:presentationLink link:calculationLink link:definitionLink 2415416 - Disclosure - Pension and Postretirement Benefits - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2415409 - Disclosure - Pension and Postretirement Benefits - Assumptions used to Determine Net Periodic Benefit Cost (Details) link:presentationLink link:calculationLink link:definitionLink 2415408 - Disclosure - Pension and Postretirement Benefits - Assumptions used to Determine Pension Plan and Postretirement Benefit Plan Obligations (Details) link:presentationLink link:calculationLink link:definitionLink 2415402 - Disclosure - Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans (Details) link:presentationLink link:calculationLink link:definitionLink 2415404 - Disclosure - Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Detail) link:presentationLink link:calculationLink link:definitionLink 2415415 - Disclosure - Pension and Postretirement Benefits - Effect of a One-Percentage-Point Change in Assumed Health Care Cost Trend Rates (Details) link:presentationLink link:calculationLink link:definitionLink 2415407 - Disclosure - Pension and Postretirement Benefits - Estimated Amortization from Accumulated Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2415413 - Disclosure - Pension and Postretirement Benefits - Expected Benefit Payments from Pension Plans and Postretirement Plans through 2022 (Details) link:presentationLink link:calculationLink link:definitionLink 2415410 - Disclosure - Pension and Postretirement Benefits - Fair Value Hierarchy of Plan Assets at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 2415414 - Disclosure - Pension and Postretirement Benefits - Healthcare Trend Assumptions used to Determine Year End Benefit Obligation (Details) link:presentationLink link:calculationLink link:definitionLink 2415405 - Disclosure - Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) link:presentationLink link:calculationLink link:definitionLink 2415406 - Disclosure - Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Parenthetical) (Details) link:presentationLink link:calculationLink link:definitionLink 2415411 - Disclosure - Pension and Postretirement Benefits - Summary of Changes in Fair Value of all Plans' Level III Assets (Details) link:presentationLink link:calculationLink link:definitionLink 2315301 - Disclosure - Pension and Postretirement Benefits (Tables) link:presentationLink link:calculationLink link:definitionLink 2415403 - Disclosure - Pension and Postretirement Benefits - Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation (Details) link:presentationLink link:calculationLink link:definitionLink 2415412 - Disclosure - Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details) link:presentationLink link:calculationLink link:definitionLink 2126100 - Disclosure - Quarterly Financial Information link:presentationLink link:calculationLink link:definitionLink 2426402 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Details) link:presentationLink link:calculationLink link:definitionLink 2426403 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Parenthetical) (Details) link:presentationLink link:calculationLink link:definitionLink 2326301 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2102100 - Disclosure - Recent Accounting Pronouncements link:presentationLink link:calculationLink link:definitionLink 2104100 - Disclosure - Restructuring Charge link:presentationLink link:calculationLink link:definitionLink 2404402 - Disclosure - Restructuring Charge - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2304301 - Disclosure - Restructuring Charge (Tables) link:presentationLink link:calculationLink link:definitionLink 2404403 - Disclosure - Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives (Detail) link:presentationLink link:calculationLink link:definitionLink 2124100 - Disclosure - Segment Information link:presentationLink link:calculationLink link:definitionLink 2424402 - Disclosure - Segment Information - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2424403 - Disclosure - Segment Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2424404 - Disclosure - Segment Information (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2424407 - Disclosure - Segment Information Schedule of Divested and Other Business Revenue (Details) link:presentationLink link:calculationLink link:definitionLink 2424405 - Disclosure - Segment Information Supplemental Geographic and Customer Solution Set Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2424406 - Disclosure - Segment Information Supplemental Geographic and Customer Solution Set Information (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2324301 - Disclosure - Segment Information (Tables) link:presentationLink link:calculationLink link:definitionLink 2412404 - Disclosure - Share Repurchases (Detail) link:presentationLink link:calculationLink link:definitionLink 2412405 - Disclosure - Share Repurchases (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2128100 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 2428401 - Disclosure - Subsequent Events - Additional Information (Detail) link:presentationLink link:calculationLink link:definitionLink 2125100 - Disclosure - Supplemental Financial Data link:presentationLink link:calculationLink link:definitionLink 2425409 - Disclosure - Supplemental Financial Data - Allowance for Doubtful Accounts (Details) link:presentationLink link:calculationLink link:definitionLink 2425407 - Disclosure - Supplemental Financial Data - Computer Software and Goodwill (Details) link:presentationLink link:calculationLink link:definitionLink 2425410 - Disclosure - Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) link:presentationLink link:calculationLink link:definitionLink 2425402 - Disclosure - Supplemental Financial Data - Other Accrued and Current Liabilities (Detail) link:presentationLink link:calculationLink link:definitionLink 2425403 - Disclosure - Supplemental Financial Data - Other Accrued and Current Liabilities (Parenthetical) (Detail) link:presentationLink link:calculationLink link:definitionLink 2425405 - Disclosure - Supplemental Financial Data - Other Income (Expense) - Net (Details) link:presentationLink link:calculationLink link:definitionLink 2425406 - Disclosure - Supplemental Financial Data - Other Income (Expense) - Net (Parenthetical) (Details) link:presentationLink link:calculationLink link:definitionLink 2425408 - Disclosure - Supplemental Financial Data - Other Intangibles (included in Non-Current Assets) (Details) link:presentationLink link:calculationLink link:definitionLink 2425404 - Disclosure - Supplemental Financial Data - Property, Plant and Equipment at Cost - Net (Details) link:presentationLink link:calculationLink link:definitionLink 2325301 - Disclosure - Supplemental Financial Data (Tables) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 22 dnb-20131231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 23 dnb-20131231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 24 dnb-20131231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Earnings Per Share [Abstract] Earnings Per Share Earnings Per Share [Text Block] Accumulated other Comprehensive income [Abstract] Accumulated other Comprehensive income [Abstract] Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Table] Equity Components [Axis] Equity Components [Axis] Equity Component [Domain] Equity Component [Domain] Accumulated Translation Adjustment [Member] Accumulated Translation Adjustment [Member] Accumulated Defined Benefit Plans Adjustment [Member] Accumulated Defined Benefit Plans Adjustment [Member] Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) [Line Items] Accumulated Other Comprehensive Income (Loss) Accumulated Other Comprehensive Income (Loss), Net of Tax Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Other Comprehensive Income (Loss), before Reclassifications, Net of Tax Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax Compensation and Retirement Disclosure [Abstract] Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation Effect of One Percentage Point Increase on Service and Interest Cost Components Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components Effect of One Percentage Point Decrease on Service and Interest Cost Components Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components Restructuring and Related Activities [Abstract] Restructuring Charge Restructuring and Related Activities Disclosure [Text Block] Income Statement [Abstract] Revenue Revenues Operating Expenses Operating Costs and Expenses Selling and Administrative Expenses Selling, General and Administrative Expense Depreciation and Amortization Depreciation, Depletion and Amortization, Nonproduction Restructuring Charge Restructuring Charges Operating Costs Costs and Expenses Operating Income Operating Income (Loss) Interest Income Investment Income, Interest Interest Expense Interest Expense Other Income (Expense) – Net Other Nonoperating Income (Expense) Non-Operating Income (Expense) – Net Nonoperating Income (Expense) Income Before Provision for Income Taxes and Equity in Net Income of Affiliates Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Extraordinary Items, Noncontrolling Interest Less: Provision for Income Taxes Income Tax Expense (Benefit) Equity in Net Income of Affiliates Income (Loss) from Equity Method Investments Net Income Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Less: Net (Income) Loss Attributable to the Noncontrolling Interest Net Income (Loss) Attributable to Noncontrolling Interest Net Income Attributable to D&B Net Income (Loss) Attributable to Parent Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders Earnings Per Share, Basic Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders Earnings Per Share, Diluted Weighted Average Number of Shares Outstanding-Basic Weighted Average Number of Shares Outstanding, Basic Weighted Average Number of Shares Outstanding-Diluted Weighted Average Number of Shares Outstanding, Diluted Cash Dividend Paid Per Common Share Common Stock, Dividends, Per Share, Cash Paid Other Comprehensive Income, Net of Tax: Other Comprehensive Income (Loss), Net of Tax [Abstract] Net Income (from above) Foreign Currency Translation Adjustments, no Tax Impact Other Comprehensive Income Foreign Currency Transaction And Translation Adjustment Period Increase Decrease Adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into functional currency of the reporting entity. Defined Benefit Pension Plans: Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax [Abstract] Prior Service Costs, Net of Tax Income (Expense) (1) Other Comprehensive Income Defined Benefit Plan Net Prior Service Costs Credits And Amortization Arising During Period Net Of Tax Net of tax amount of the benefit improvement costs resulting from a plan amendment that occurred that has not been recognized in net periodic benefit cost as well as the associated amortization. Net Actuarial Gain (Loss), Net of Tax Income (Expense) (2) Other Comprehensive Income Reclassification Of Defined Benefit Plans Net Gain Loss Recognized And Unrecognized In Net Periodic Benefit Cost Net Of Tax Net of tax amount of the income statement impact of the reclassification adjustment for actuarial (gains) losses recognized as a component of net periodic benefit cost as well as unrecognized actuarial gains and losses arising during the year. Derivative Financial Instruments, Net of Tax Income (Expense) (3) Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax Comprehensive Income, Net of Tax Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest Less: Comprehensive (Income) Loss Attributable to the Noncontrolling Interest Comprehensive (Income) Loss, Net of Tax, Attributable to Noncontrolling Interest Comprehensive Income Attributable to D&B Comprehensive Income (Loss), Net of Tax, Attributable to Parent Schedule of Defined Benefit Plans Disclosures [Table] Schedule of Defined Benefit Plans Disclosures [Table] Defined Benefit Plans and Other Postretirement Benefit Plans [Axis] Defined Benefit Plans and Other Postretirement Benefit Plans [Axis] Defined Benefit Plans and Other Postretirement Benefit Plans [Domain] Defined Benefit Plan and Other Postretirement Benefit Plan [Domain] Pension Plans [Member] Pension Plan, Defined Benefit [Member] Postretirement Benefits [Member] Other Postretirement Benefit Plans [Member] Other Postretirement Benefit Plans [Member] Defined Benefit Plan Disclosure [Line Items] Defined Benefit Plan Disclosure [Line Items] Estimated 2014 amortization from Accumulated Other Comprehensive Income Defined Benefit Plan, Amount to be Amortized from Accumulated Other Comprehensive Income (Loss) Next Fiscal Year [Abstract] Actuarial Loss (Gain) Defined Benefit Plan, Future Amortization of Gain (Loss) Prior Service Cost Defined Benefit Plan, Future Amortization of Prior Service Cost (Credit) Total Defined Benefit Plan, Amount to be Amortized from Accumulated Other Comprehensive Income (Loss) Next Fiscal Year Derivative Instruments and Hedging Activities Disclosure [Abstract] Fair Value Measurements, Recurring and Nonrecurring [Table] Fair Value Measurements, Recurring and Nonrecurring [Table] Balance Sheet Location [Axis] Balance Sheet Location [Axis] Balance Sheet Location [Domain] Balance Sheet Location [Domain] Other Accrued and Current Liabilities [Member] Other Accrued And Current Liabilities [Member] Other Accrued and Current Liabilities [Member] Measurement Frequency [Axis] Measurement Frequency [Axis] Fair Value, Measurement Frequency [Domain] Fair Value, Measurement Frequency [Domain] Derivative Instrument Risk [Axis] Derivative Instrument [Axis] Derivative Contract Type [Domain] Derivative Contract [Domain] Swap Arrangement [Member] Interest Rate Contract [Member] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Organization, Consolidation and Presentation of Financial Statements [Abstract] Description of Business and Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Text Block [Abstract] Divestitures and Other Businesses Divestitures And Other Businesses Disclosure [Text Block] The entire disclosure for the facts and circumstances leading to the completed or expected disposal or shut-down of operations, manner and timing of disposal or shut-down of operations, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group or shut-down of operations was reported and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group or shut-down of operations. Includes all disposal groups or shut-down of operations, including those classified as components of the entity (discontinued operations). Accelerated Share Repurchases [Table] Accelerated Share Repurchases [Table] Share Repurchase Program [Axis] Share Repurchase Program [Axis] Share Repurchase Program [Domain] Share Repurchase Program [Domain] Stock Repurchase Plan One [Member] Stock Repurchase Plan One [Member] Stock Repurchase Plan 1 [Member] Class of Stock [Axis] Class of Stock [Axis] Class of Stock [Domain] Class of Stock [Domain] Share Repurchase Programs Common Stock Repurchase Program [Member] Common Stock Repurchase Program [Member] Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP) Repurchase Program To Mitigate Dilutive Effect [Member] Repurchase Program To Mitigate Dilutive Effect [Member] Accelerated Share Repurchases [Line Items] Accelerated Share Repurchases [Line Items] Total number of share repurchases (in shares) Treasury Stock, Shares, Acquired Total amount of share repurchases Treasury Stock, Value, Acquired, Cost Method Statement of Stockholders' Equity [Abstract] Pension Adjustments, tax income (expense) Pension Adjustments Tax Tax effect on the net change of pension and other postretirement benefit plans (gain) loss included in accumulated other comprehensive income (loss). Derivative Financial Instruments, tax impact Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax Common Stock, par value per share Common Stock, Par or Stated Value Per Share Disclosure of Compensation Related Costs, Share-based Payments [Abstract] Schedule of Share Based Compensation, Performance Based Restricted Stock Units, Activity [Table] Schedule of Share Based Compensation, Performance Based Restricted Stock Units, Activity [Table] Schedule of Share Based Compensation, Performance Based Restricted Stock Units, Activity [Table] Award Type [Axis] Award Type [Axis] Equity Award [Domain] Equity Award [Domain] Service based Restricted Stock Units [Member] Service based Restricted Stock Units [Member] Service based Restricted Stock Units [Member] Performance based Restricted Stock Units [Member] Performance based Restricted Stock Units [Member] Performance based Restricted Stock Units [Member] Statement [Line Items] Statement [Line Items] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Shares, Nonvested Shares at beginning of year Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number Weighted Average Grant-Date Fair Value Per Share, Novested shares at beginning of year Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term (in years), Nonvested beginning of year Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms Shares, Granted Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period Weighted Average Grant-Date Fair Value Per Share, Granted Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Weighted Average Grant-Date Fair Value Per Share, Vested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Shares, Forfeited Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period Weighted Average Grant-Date Fair Value Per Share, Forfeited Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Shares, Vested Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period Shares, Nonvested Shares at end of year Weighted Average Grant-Date Fair Value Per Share, Novested shares at end of year Weighted Average Remaining Contractual Term (in years), Nonvested end of year Statement of Financial Position [Abstract] Statement [Table] Statement [Table] Series A Junior Participating Preferred Stock [Member] Series A Preferred Stock [Member] Preferred Stock [Member] Preferred Stock [Member] Series Common Stock [Member] Common Stock Additional Series [Member] Common Stock Additional Series Common Stock [Member] Common Stock [Member] ASSETS Assets [Abstract] Current Assets Assets, Current [Abstract] Cash and Cash Equivalents Cash and Cash Equivalents, at Carrying Value Accounts Receivable, Net of Allowance of $23.9 at December 31, 2013 and $27.3 at December 31, 2012 Accounts Receivable, Net, Current Other Receivables Nontrade Receivables, Current Prepaid Taxes Prepaid Taxes Deferred Income Tax Deferred Tax Assets, Net of Valuation Allowance, Current Other Prepaids Other Prepaid Expense, Current Other Current Assets Other Assets, Current Total Current Assets Assets, Current Non-Current Assets Assets, Noncurrent [Abstract] Property, Plant and Equipment, Net of Accumulated Depreciation of $83.9 at December 31, 2013 and $81.2 at December 31, 2012 Property, Plant and Equipment, Net Computer Software, Net of Accumulated Amortization of $474.1 at December 31, 2013 and $431.9 at December 31, 2012 Capitalized Computer Software, Net Goodwill Goodwill Deferred Income Tax Deferred Tax Assets, Net of Valuation Allowance, Noncurrent Other Receivables Nontrade Receivables, Noncurrent Other Intangibles (Note 15) Intangible Assets, Net (Excluding Goodwill) Other Non-Current Assets Other Assets, Noncurrent Total Non-Current Assets Assets, Noncurrent Total Assets Assets LIABILITIES Liabilities [Abstract] Current Liabilities Liabilities, Current [Abstract] Accounts Payable Accounts Payable, Current Accrued Payroll Employee-related Liabilities, Current Accrued Income Tax Accrued Income Taxes, Current Short-Term Debt Long-term Debt and Capital Lease Obligations, Current Other Accrued and Current Liabilities (Note 15) Other Accrued And Current Liabilities Carrying value as of the balance sheet date of obligations incurred through that date and payable arising from transactions not otherwise specified in taxonomy. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle, if longer). Deferred Revenue Deferred Revenue, Current Total Current Liabilities Liabilities, Current Pension and Postretirement Benefits Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent Long-Term Debt Long-term Debt and Capital Lease Obligations Liabilities for Unrecognized Tax Benefits Liabilities For Unrecognized Tax Benefits Noncurrent Represents the noncurrent portion of all uncertain tax positions which result from positions taken in the company's tax returns that do not reach a "more likely than not" threshold of being sustained based on its technical merits. Authoritative guidance mandates that companies evaluate all material income tax positions for periods that remain open under applicable statutes of limitation, as well as, positions expected to be taken in future tax returns. Authoritative guidance imposes a recognition threshold on each tax position. A company can recognize an income tax benefit (subject to a measurement process) only if the position has a "more likely than not" chance of being sustained based on its technical merits. Other Non-Current Liabilities Other Liabilities, Noncurrent Total Liabilities Liabilities Contingencies (Note 13) Commitments and Contingencies EQUITY Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] D&B SHAREHOLDERS’ EQUITY (DEFICIT) Stockholders' Equity Attributable to Parent [Abstract] Preferred Stock Preferred Stock, Value, Issued Common Stock Common Stock, Value, Issued Capital Surplus Additional Paid in Capital Retained Earnings Retained Earnings (Accumulated Deficit) Treasury Stock, at cost, 44.1 shares at December 31, 2013 and 40.6 shares at December 31, 2012 Treasury Stock, Value Total D&B Shareholders’ Equity (Deficit) Stockholders' Equity Attributable to Parent Noncontrolling Interest Stockholders' Equity Attributable to Noncontrolling Interest Total Equity (Deficit) Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Total Liabilities and Shareholders’ Equity (Deficit) Liabilities and Equity Fair Value, Hierarchy [Axis] Fair Value, Hierarchy [Axis] Fair Value, Measurements, Fair Value Hierarchy [Domain] Fair Value Hierarchy [Domain] Quoted Prices in Active Markets for Identical Assets (Level I) [Member] Fair Value, Inputs, Level 1 [Member] Significant Other Observable Inputs (Level II) [Member] Fair Value, Inputs, Level 2 [Member] Significant Unobservable Inputs (Level III) [Member] Fair Value, Inputs, Level 3 [Member] Other Current Assets [Member] Other Assets [Member] Foreign exchange forward contracts [Member] Foreign Exchange Forward [Member] Foreign exchange option contracts [Member] Foreign Exchange Option [Member] Assets: Assets, Fair Value Disclosure [Abstract] Cash Equivalents Cash and Cash Equivalents, Fair Value Disclosure Assets measured at fair value Assets, Fair Value Disclosure, Recurring Liabilities: Liabilities, Fair Value Disclosure [Abstract] Liabilities measured at fair value Obligations, Fair Value Disclosure Segment Reporting [Abstract] Segment Reporting Disclosure [Table] Segment Reporting Disclosure [Table] Segment Reporting Disclosure [Table] Statement, Operating Activities Segment [Axis] Operating Activities [Axis] Segment, Operating Activities [Domain] Operating Activities [Domain] Total Segments [Member] Operating Segments [Member] Corporate and Other [Member] Corporate and Other [Member] Geographical [Axis] Geographical [Axis] Segment, Geographical [Domain] Geographical [Domain] North America [Member] North America [Member] Asia Pacific [Member] Asia Pacific [Member] Europe and Other International Markets [Member] Europe And Other International Markets [Member] Europe and Other International Markets [Member] Segment Reporting Disclosure [Line Items] Segment Reporting Disclosure [Line Items] Segment Reporting Disclosure [Line Items] Divested and Other Businesses Divested And Other Businesses Revenue Divested and other businesses revenue. Operating Income (Loss): Non-Operating Income (Expense), Net Income Before Provision for Income Taxes and Equity in Net Income of Affiliates Capital Expenditures Payments to Acquire Property, Plant, and Equipment Additions to Computer Software and Other Intangibles Payments to Acquire Intangible Assets Assets Long-Lived Assets Long-Lived Assets Accounts Receivable, Allowance Allowance for Doubtful Accounts Receivable, Current Property, Plant and Equipment, Accumulated Depreciation Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Computer Software, Net of Accumulated Amortization of $474.1 at December 31, 2013 and $431.9 at December 31, 2012 Capitalized Computer Software, Accumulated Amortization Preferred Stock, par value per share Preferred Stock, Par or Stated Value Per Share Preferred Stock, authorized Preferred Stock, Shares Authorized Preferred Stock, outstanding Preferred Stock, Shares Outstanding Common Stock, authorized Common Stock, Shares Authorized Series Common Stock, outstanding Common Stock, Shares, Outstanding Common Stock, issued Common Stock, Shares, Issued Treasury Stock, shares Treasury Stock, Shares Segment Information, Revenue and Operating Income (Loss) Reconciliation of Revenue from Segments to Consolidated [Table Text Block] Supplemental Geographic and Customer Solution Set Information Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] Range [Axis] Range [Axis] Range [Domain] Range [Domain] Maximum [Member] Maximum [Member] Minimum [Member] Minimum [Member] Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period Weighted average restricted shares outstanding Weighted Average Number of Shares, Restricted Stock Stock-based awards to acquire shares of common stock outstanding but not included in computation of diluted earnings per share (in shares) Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount Options, expiration period Share Based Compensation Arrangement By Share Based Payment Award Options Expire Duration Current term of our annual stock option award. Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee Organization, Consolidation and Presentation of Financial Statements Disclosure [Table] Organization Consolidation And Presentation Of Financial Statements Disclosure [Table] Organization, Consolidation and Presentation of Financial Statements Disclosure [Table] Assets Disposed of by Method Other than Sale, in Period of Disposition by Asset [Axis] Assets Disposed of by Method Other than Sale, in Period of Disposition by Asset [Axis] Assets Disposed of by Method Other than Sale, in Period of Disposition, Asset Name [Domain] Assets Disposed of by Method Other than Sale, in Period of Disposition, Asset Name [Domain] China Trade Portal [Member] China Trade Portal [Member] China Trade Portal [Member] Hedging Relationship [Axis] Hedging Relationship [Axis] Hedging Relationship [Domain] Hedging Relationship [Domain] Cash Flow Hedging [Member] Cash Flow Hedging [Member] Income Statement Location [Axis] Income Statement Location [Axis] Income Statement Location [Domain] Income Statement Location [Domain] Operating Expense [Member] Operating Expense [Member] Selling, General and Administrative Expenses [Member] Selling, General and Administrative Expenses [Member] Disposal Group Name [Axis] Disposal Group Name [Axis] Disposal Groups, Including Discontinued Operations, Name [Domain] Disposal Groups, Including Discontinued Operations, Name [Domain] Shanghai Roadway - Intangibles, Prepaid costs, and software [Member] Shanghai Roadway - Intangibles, Prepaid costs, and software [Member] Shanghai Roadway - Intangibles, Prepaid costs, and software [Member] Shanghai Roadway D&B Marketing Services Co Ltd [Member] Shanghi Roadway D B Marketing Services Co Ltd [Member] Shanghi Roadway D& B Marketing Services Co Ltd [Member] Accounts Payable [Member] Accounts Payable [Member] Legal Entity [Axis] Legal Entity [Axis] Entity [Domain] Entity [Domain] All Business Inc [Member] All Business Inc [Member] AllBusiness Inc [Member] Debt Instrument [Axis] Debt Instrument [Axis] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Senior Notes Due November 2015 [Member] Senior Notes Due November 2015 [Member] Senior Notes Due November 2015 [Member] Revolving Credit Facility Expiring in 2012 [Member] Revolving Credit Facility Expiring in 2012 [Member] Revolving Credit Facility Expiring in 2012 [Member] Business Segments [Axis] Segments [Axis] Segment [Domain] Segments [Domain] Research and Development Services [Member] Research and Development Services [Member] Research and Development Services [Member] Business Acquisition [Axis] Business Acquisition [Axis] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets by Major Class [Axis] Finite-Lived Intangible Assets, Major Class Name [Domain] Finite-Lived Intangible Assets, Major Class Name [Domain] Software Development [Member] Software Development [Member] Other Intangible Assets [Member] Other Intangible Assets [Member] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Axis] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment, Type [Domain] Property, Plant and Equipment [Member] Property, Plant and Equipment [Member] Building [Member] Building [Member] Equipment [Member] Equipment [Member] Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax Number of business records Number of Business Records Number of Business Records Number of Operating Segments Number of Operating Segments Number of conditions to be met for Revenue Recognition Number of conditions to be met for Revenue Recognition Number of conditions to be met for Revenue Recognition Contract term Contract Term Contract Term Estimated useful lives Property, Plant and Equipment, Useful Life Finite-lived intangible asset, useful life Finite-Lived Intangible Asset, Useful Life Amortization of Computer Software Amortization of Computer Software Amortization of Computer Software Capitalized Computer Software, Net Other intangibles amortization expense Amortization of Intangible Assets Impairment of Assets Asset Impairment Charges Fair Value of Asset on Nonrecurring Basis Fair Value of Asset on Nonrecurring Basis Fair Value of Asset on Nonrecurring Basis Impairment of intangible assets Impairment of Intangible Assets, Finite-lived Long-Term Fixed-Rate Notes issued, face value Debt Instrument, Face Amount Gain (loss) recognized in income on derivatives Derivative, Gain (Loss) on Derivative, Net Cash received from interest rate derivatives terminated Proceeds from Derivative Instrument, Financing Activities Termination of credit facility Line Of Credit Facility Borrowing Capacity Terminated Line Of Credit Facility Borrowing Capacity Terminated Changes in cash flow hedge, gains (losses) recorded in AOCI Other Income Expense Net The aggregate amount for revenues/gains/losses resulted from operating activities (activities related to reporting entity's normal operation) during an accounting period, net of any expenses/losses incurred in such activities and not otherwise defined. Foreign Currency Transaction Gain (Loss), before Tax Foreign Currency Transaction Gain (Loss), before Tax Number of Joint Ventures Number Of Joint Ventures Number of Joint Ventures Percentage of Revenue from Divested and Other Businesses Percentage Of Total Revenue From Divested And Other Business Percentage of total revenue from divested and other businesses. Schedule of Segment Reporting Information, by Segment [Table] Schedule of Segment Reporting Information, by Segment [Table] Segment Information By Services [Axis] Segment Information By Services [Axis] Segment Information by Services [Axis] Segment Information By Services [Domain] Segment Information By Services [Domain] Segment Information by Services [Domain] Risk Management Solutions [Member] Risk Management [Member] Risk Management [Member] Sale and Marketing Solutions [Member] Sales And Marketing Solutions [Member] Sales and Marketing Solutions [Member] Segment Reporting Information [Line Items] Segment Reporting Information [Line Items] Divested and other revenue Subsequent Events [Abstract] Subsequent Events Subsequent Events [Text Block] Income Tax Disclosure [Abstract] Statutory Tax Rate Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent State and Local Taxes, net of U.S. Federal Tax Benefits Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent Non-U.S. Taxes Effective Income Tax Rate Reconciliation, Foreign Taxes Effective Income Tax Rate Reconciliation, Foreign Taxes Valuation Allowance Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Percent Interest Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Percent Tax Credits and Deductions Effective Income Tax Rate Reconciliation, Tax Credit, Percent Tax Contingencies Related to Uncertain Tax Positions Effective Income Tax Rate Reconciliation, Tax Contingency, Percent Impact of Legacy Tax Matters Effective Income Tax Rate Reconciliation, Impact of Legacy Tax Matters Effective Income Tax Rate Reconciliation, Impact of Legacy Tax Matters Loss on Investment Effective Income Tax Rate Reconciliation, Loss on Investment Effective Income Tax Rate Reconciliation, Loss on Investment Other Effective Income Tax Rate Reconciliation, Other Adjustments, Percent Effective Tax Rate Effective Income Tax Rate Effective Income Tax Rate Supplemental Financial Information [Abstract] Supplemental Financial Information [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-term Debt Instruments [Table] Chinese Market Research Joint Venture [Member] Chinese Market Research Joint Venture [Member] Chinese Market Research Joint Venture [Member] Senior Notes Due 2013 [Member] Senior Notes Due Twenty Thirteen [Member] 2013 Senior Notes [Member] Debt Instrument [Line Items] Debt Instrument [Line Items] Premium payment made for redemption of 2011 Notes Redemption Premium Face value Repayments of Notes Payable Commitments and Contingencies Disclosure [Abstract] Contingencies Commitments and Contingencies Disclosure [Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] Reclassification out of Accumulated Other Comprehensive Income [Table Text Block] U.S. Federal Current Federal Tax Expense (Benefit) State and Local Current State and Local Tax Expense (Benefit) Non-U.S. Current Foreign Tax Expense (Benefit) Total Current Tax Provision Current Income Tax Expense (Benefit) U.S. Federal Deferred Federal Income Tax Expense (Benefit) State and Local Deferred State and Local Income Tax Expense (Benefit) Non-U.S. Deferred Foreign Income Tax Expense (Benefit) Total Deferred Tax Provision Deferred Income Tax Expense (Benefit) Provision for Income Taxes Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumptions [Table Text Block] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumptions [Table Text Block] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumptions [Table Text Block] Changes in Stock Options Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] Summary of Stock Options Outstanding Schedule Of Share Based Compensation Stock Options Outstanding And Exercisable Activity [Table Text Block] Schedule Of Share Based Compensation Stock Options Outstanding And Exercisable Activity [Table Text Block] Changes in Nonvested Restricted Stock Units and Restricted Stock Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] Schedule of share based payment award performance units with market condition valuation assumptions [Table Text Block] Schedule of share based payment award performance units with market condition valuation assumptions [Table Text Block] Scheduleofsharebasedpaymentawardperformanceunitswithmarketconditionvaluationassumptions [Table Text Block] Schedule of Share Based Compensation, Service based Restricted Stock Units [Table Text Block] Schedule of Share Based Compensation, Service based Restricted Stock Units [Table Text Block] [Table Text Block] for Schedule of Share Based Compensation, Service based Restricted Stock Units [Table] Disclosure Share Repurchases [Abstract] Disclosure - Share Repurchases [Abstract] Share repurchase plan, 2011 Share repurchase plan, 2009 Stock Repurchase Plan Twenty Zero Nine [Member] Stock Repurchase Plan, 2009 [Member] Share repurchase plan, 2007 Stock Repurchase Plan Twenty Zero Seven [Member] Stock Repurchase Plan 2007 [Member] Share Repurchase Program, 2010 Share Repurchase Program Twenty Ten [Member] Share Repurchase Program, 2010 [Member] Amount approved for repurchase of shares Stock Repurchase Program, Authorized Amount Treasury Stock, Shares, Acquired Treasury Stock, Value, Acquired, Cost Method Repurchase program, commencement date Share Repurchase Program Commencement Date Share Repurchase Program Commencement Date Repurchase program, period Stock Repurchase Program, Period in Force Share repurchase program, completion date Share Repurchase Program Expiration Month And Year Share Repurchase Program Expiration Month And Year Number of shares authorized to be repurchased Stock Repurchase Program, Number of Shares Authorized to be Repurchased Schedule of Restructuring and Related Costs [Table] Schedule of Restructuring and Related Costs [Table] Restructuring Plan [Axis] Restructuring Plan [Axis] Restructuring Plan [Domain] Restructuring Plan [Domain] Restructuring Plan, Scenario 1 [Member] Restructuring Plan, Scenario 1 [Member] Restructuring Plan, Scenario 1 [Member] Restructuring Plan, Scenario 2 [Member] Restructuring Plan, Scenario 2 [Member] Restructuring Plan, Scenario 2 [Member] Restructuring Plan, Scenario 3 [Member] Restructuring Plan, Scenario 3 [Member] Restructuring Plan, Scenario 3 [Member] Restructuring Type [Axis] Restructuring Type [Axis] Type of Restructuring [Domain] Type of Restructuring [Domain] Severance and Termination [Member] Severance And Termination [Member] Severance and Termination [Member] Employee Severance [Member] Employee Severance [Member] One-time Termination Benefits [Member] One-time Termination Benefits [Member] Lease Termination Obligations and Other Exit Costs [Member] Contract Termination [Member] Restructuring Cost and Reserve [Line Items] Restructuring Cost and Reserve [Line Items] Asset Impairment Charges Number of employees impacted Number Of Employees Impacted Number of Employees Impacted Number of employees exited Restructuring And Related Cost Number Of Employees Eliminated Restructuring and Related Cost, Number of Employees Eliminated Expected number of positions eliminated Restructuring and Related Cost, Expected Number of Positions Eliminated Debt Disclosure [Abstract] Long-Term Fixed-Rate Notes, discount Debt Instrument, Unamortized Discount Net Income Attributable to D&B Less: Allocation to Participating Securities Participating Securities, Distributed and Undistributed Earnings Net Income Attributable to D&B Common Shareholders – Basic and Diluted Net Income Loss Available To Common Stockholders Basic And Diluted Net Income (Loss) Available to Common Stockholders, Basic and Diluted Weighted Average Number of Shares Outstanding - Basic (in shares) Dilutive Effect of Our Stock Incentive Plans (in shares) Weighted Average Number Diluted Shares Outstanding Adjustment Weighted Average Number of Shares Outstanding - Diluted (in shares) Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) Leases [Abstract] Lease Commitments and Contractual Obligations Commitments Disclosure [Text Block] Segment Information Segment Reporting Disclosure [Text Block] Quarterly Financial Information Disclosure [Abstract] Quarterly Financial Information Quarterly Financial Information [Text Block] Canadian Pension Plan [Member] CANADA Restructuring Reserve [Rollforward] Restructuring Reserve [Roll Forward] Beginning Balance Restructuring Reserve Charge Taken during the period Payments for Restructuring Payments for Restructuring Payments for Restructuring and Asset Impairment Related to Lease Termination Payments for Restructuring and Asset Impairment Related to Lease Termination Payments for Restructuring and Asset Impairment Related to Lease Termination Payments/Pension Plan Settlement Payments For Restructuring And Pension Settlement Payments for Restructuring and Pension Settlement Ending Balance Settlement related to Pension Plan Defined Benefit Plan, Settlements, Plan Assets Consolidation Consolidation, Policy [Policy Text Block] Segments Segment Reporting, Policy [Policy Text Block] Revenue Recognition Revenue Recognition, Policy [Policy Text Block] Sales Cancellations Revenue Recognition, Sales Returns [Policy Text Block] Restructuring Charges Costs Associated with Exit or Disposal Activities or Restructurings, Policy [Policy Text Block] Employee Benefit Plans Pension and Other Postretirement Plans, Nonpension Benefits, Policy [Policy Text Block] Income Taxes and Tax Contingencies Income Tax, Policy [Policy Text Block] Legal Contingencies Commitments and Contingencies, Policy [Policy Text Block] Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Accounts Receivable and Allowance for Bad Debts Trade and Other Accounts Receivable, Policy [Policy Text Block] Property, Plant and Equipment Property, Plant and Equipment, Policy [Policy Text Block] Computer Software Internal Use Software, Policy [Policy Text Block] Goodwill and Other Intangible Assets Goodwill and Intangible Assets, Policy [Policy Text Block] Impairment of Long-Lived Assets Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] Foreign Currency Translation Foreign Currency Transactions and Translations Policy [Policy Text Block] Earnings Per Share of Common Stock Earnings Per Share, Policy [Policy Text Block] Share-Based Compensation Share-based Compensation [Policy Text Block] Share-based Compensation [Policy Text Block] Financial Instruments Financial Instruments [Policy Text Block] Financial Instruments [Policy Text Block] Fair Value Measurements Fair Value Measurement [Policy Text Block] Fair Value Measurement [Policy Text Block] Subsequent Event [Table] Subsequent Event [Table] Common Stock Repurchase Program [Member] Repurchase Program To Mitigate Dilutive Effect [Member] Share Repurchase Program Twenty Ten [Member] Subsequent Event Type [Axis] Subsequent Event Type [Axis] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Subsequent Event Subsequent Event [Member] Subsequent Event [Line Items] Subsequent Event [Line Items] Dividends Payable, Amount Per Share Dividends Payable, Amount Per Share Stock Repurchase Program, Period in Force Stock Repurchase Program, Authorized Amount Stock Repurchase Program, Number of Shares Authorized to be Repurchased Liabilities for Unrecognized Tax Benefits, Reduction Resulting from Settlement of IRS Audit Liabilities for Unrecognized Tax Benefits, Reduction Resulting from Settlement of IRS Audit Liabilities for Unrecognized Tax Benefits, Reduction Resulting from Settlement of IRS Audit Other Receivables, Reduction for Contractual Receipt under the Tax Allocation Agreement between Moody's and D&B Other Receivables, Reduction for Contractual Receipt under the Tax Allocation Agreement between Moody's and D&B Other Receivables, Reduction for Contractual Receipt under the Tax Allocation Agreement between Moody's and D&B Tax Adjustments, Settlements, and Unusual Provisions Tax Adjustments, Settlements, and Unusual Provisions Pension and Postretirement Benefits Pension and Other Postretirement Benefits Disclosure [Text Block] Debt Maturing Within One Year: Long-term Debt, Current Maturities [Abstract] Other Other Long-term Debt, Current Total Debt Maturing Within One Year Debt Maturing After One Year: Long-term Debt, Excluding Current Maturities [Abstract] Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December 31, 2013 and 2012, respectively) Notes Payable, Noncurrent Fair Value Adjustment Related to Hedged Debt Fair Value Adjustment Of Debt Fair Value Adjustment Of Debt Credit Facility Long-term Line of Credit, Noncurrent Other Other Long-term Debt, Noncurrent Total Debt Maturing After One Year Financial Instruments Derivative Instruments and Hedging Activities Disclosure [Text Block] Future Contractual Obligations Schedule Of Future Minimum Obligations Under Operating And Capital Lease Commitments [Table Text Block] Schedule Of Future Minimum Obligations Under Operating And Capital Lease Commitments [Table Text Block] Comprehensive Income (Loss) Note [Text Block] Comprehensive Income (Loss) Note [Text Block] Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Table] Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Table] Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Table] Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items] Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items] [Line Items] for Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Table] Change in Benefit Obligation: Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] Benefit Obligation at January 1 Defined Benefit Plan, Benefit Obligation Service Cost Defined Benefit Plan, Service Cost Interest Cost Defined Benefit Plan, Interest Cost Benefits Paid Defined Benefit Plan, Benefits Paid Direct Subsidies Received Defined Benefit Plan, Gross Prescription Drug Subsidy Receipts Received Impact of Curtailment/Settlement Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments Plan Participant Contributions Defined Benefit Plan, Contributions by Plan Participants Actuarial (Loss) Gain Defined Benefit Plan, Actuarial Gain (Loss) Accumulated Benefit Obligation Defined Benefit Plan Pension, Plans With Projected Benefit Obligations In Excess Of Plan Assets Aggregate Projected Benefit Obligation Pension liability estimated based on the assumption that the pension is to be terminated immediately Assumption Change Defined Benefit Plan, Effect Of Change In Assumption On Projected Benefit Obligation Defined Benefit Plan, Effect Of Change In Assumption On Projected Benefit Obligation Effect of Changes in Foreign Currency Exchange Rates Defined Benefit Plan, Foreign Currency Exchange Rate Gain (Loss) Benefit Obligation at December 31 Change in Plan Assets: Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] Fair Value of Plan Assets at January 1 Defined Benefit Plan, Fair Value of Plan Assets Actual Return on Plan Assets Defined Benefit Plan, Actual Return on Plan Assets Employer Contributions Defined Benefit Plan, Contributions by Employer Direct Subsidies Received Plan Participant Contributions Benefits Paid Effect of Changes in Foreign Currency Exchange Rates Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Plan Assets Fair Value of Plan Assets at December 31 Amount Recognized in Accumulated Other Comprehensive Income Consists of: Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract] Actuarial Loss (Gain) Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Gains (Losses), before Tax Prior Service Cost (Credit) Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax Total Amount Recognized - Pretax Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax Amounts Recorded in the Consolidated Balance Sheets: Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract] Prepaid Pension Costs Prepaid Pension Asset Balance represents overfunded defined benefit plans. Pension and Postretirement Benefits Accrued Payroll Pension and Other Postretirement Defined Benefit Plans, Current Liabilities Net Amount Recognized Defined Benefit Plan, Amounts Recognized in Balance Sheet Funded Status of Plan Defined Benefit Plan, Funded Status of Plan Schedule of Intangible Assets by Major Class [Table] Schedule of Intangible Assets By Major Class [Table] Schedule of Intangible Assets By Major Class [Table] Customer Relationships [Member] Customer Relationships [Member] Patents and Other Intangible Assets [Member] Patents and Other Intangible Assets [Member] Patents and Other Intangible Assets [Member] Schedule of Intangible Assets by Major Class [Line Items] Schedule Of Intangible Assets By Major Class [Line Items] [Line Items] for Schedule of Intangible Assets By Major Class [Table] Finite-lived Intangible Assets [Roll Forward] Finite-lived Intangible Assets [Roll Forward] Other Intangibles, Beginning Balance Additions Intangible Assets Net Excluding Goodwill Additions Intangible Assets Net Excluding Goodwill Additions Amortization Intangible Assets Amortization Expense Intangible Assets Amortization Expense Write-offs Finite Lived Intangible Assets Disposed During Period Finite Lived Intangible Assets Disposed During Period Divestitures Intangible Assets Net Excluding Goodwill, Divestitures Intangible Assets Net Excluding Goodwill, Divestitures Other Intangible Assets Net Excluding Goodwill Other Intangible Assets Net Excluding Goodwill Other Other Intangibles, Ending Balance Other intangibles accumulated amortization Finite-Lived Intangible Assets, Accumulated Amortization Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table] Exercise Price Range [Axis] Exercise Price Range [Axis] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Domain] $59.86 - $71.28 [Member] Range 1 [Member] Range 1 [Member] $74.69 - $80.45 [Member] Range 2 [Member] Range 2 [Member] $82.64 - $82.80 [Member] Range 3 [Member] Range 3 [Member] $88.04 - $107.17 [Member] Range 4 [Member] Range 4 [Member] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] Range of per-share exercise prices, Lower Limit Share Based Compensation, Options Outstanding, Exercise Price Range, Lower Range Limit Share Based Compensation, Options Outstanding, Exercise Price Range, Lower Range Limit Range of per-share exercise prices, Upper Limit Share Based Compensation, Options Outstanding, Exercise Price Range, Upper Range Limit Share Based Compensation, Options Outstanding, Exercise Price Range, Upper Range Limit Stock Options Outstanding, Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term Stock Options Outstanding, Weighted Average Exercise Price Per Share Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Stock Options Exercisable, Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number Stock Options Exercisable, Weighted Average Exercise Price Per Share Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Notes Payable and Indebtedness Debt Disclosure [Text Block] Future Amortization of Acquired Intangible Assets Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] Redemption Premium Effect of Legacy Tax Matters Effect of Legacy Tax Matters Effect of Legacy Tax Matters related to the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's and D&B Other Income (Expense) – Net Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax Other than Temporary Impairment Losses, Investments Other than Temporary Impairment Losses, Investments Other Nonoperating Expense Other Nonoperating Expense Property, Plant and Equipment [Table] Major Property Class [Axis] Major Property Class [Axis] Major Property Class [Domain] Major Property Class [Domain] Land [Member] Land [Member] Furniture and Fixtures [Member] Furniture and Fixtures [Member] Leasehold Improvements [Member] Leasehold Improvements [Member] Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Property, Plant and Equipment, Gross Property, Plant and Equipment, Gross Accumulated Depreciation and Amortization Property, Plant and Equipment, Net Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Table] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Table] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Table] Performance Units with Market Condition [Member] Performance Units with Market Condition [Member] Performance Units with Market Condition [Member] Leveraged Restricted Stock Units [Member] Leveraged Restricted Stock Units [Member] Leveraged Restricted Stock Units [Member] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Line Items] Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Line Items] [Line Items] for Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Table] Expected dividend yield Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate Expected term (in years) Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term Expected stock price volatility Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate Weighted average risk-free interest rate Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate Weighted average fair value of options granted Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value Defined Benefit Plan By Benefit Plan Categories [Axis] Defined Benefit Plan By Benefit Plan Categories [Axis] Defined Benefit Plan By Benefit Plan Categories [Axis] Defined Benefit Plan By Benefit Plan Categories [Domain] Defined Benefit Plan By Benefit Plan Categories [Domain] [Domain] for Defined Benefit Plan By Benefit Plan Categories [Axis] Other Postretirement Benefits Plans Gross Payments [Member] Other Postretirement Benefits Plans Gross Payments [Member] Other Postretirement Benefits Plans Gross Payments [Member] 2013 Defined Benefit Plan, Expected Future Benefit Payments, Next Twelve Months 2014 Defined Benefit Plan, Expected Future Benefit Payments, Year Two 2015 Defined Benefit Plan, Expected Future Benefit Payments, Year Three 2016 Defined Benefit Plan, Expected Future Benefit Payments, Year Four 2017 Defined Benefit Plan, Expected Future Benefit Payments, Year Five 2018 - 2022 Defined Benefit Plan, Expected Future Benefit Payments, Five Fiscal Years Thereafter Fair Values of Derivative Instruments in Consolidated Balance Sheet Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] Effect of Derivative Instruments on Consolidated Statement of Operations Derivative Instruments, Gain (Loss) [Table Text Block] Assets and Liabilities Measured at Fair Value on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Carrying Amount and Estimated Fair Value of Asset (Liability) Fair Value, by Balance Sheet Grouping [Table Text Block] Commitments And Contingencies Disclosure [Table] Commitments And Contingencies Disclosure [Table] Commitments and Contingencies Disclosure [Table] Loss Contingency Nature [Axis] Loss Contingency Nature [Axis] Loss Contingency, Nature [Domain] Loss Contingency, Nature [Domain] Operating Leases [Member] Operating Leases [Member] Operating Leases [Member] Outsource Contract [Member] Outsource Contract [Member] Outsource Contract [Member] Commitments and Contingencies Disclosure [Line Items] Commitments And Contingencies Disclosure [Line Items] Commitments and Contingencies Disclosure [Line Items] Operating Leases, 2013 Operating Leases, Future Minimum Payments Due, Next Twelve Months Operating Leases, 2014 Operating Leases, Future Minimum Payments, Due in Two Years Operating Leases, 2015 Operating Leases, Future Minimum Payments, Due in Three Years Operating Leases, 2016 Operating Leases, Future Minimum Payments, Due in Four Years Operating Leases, 2017 Operating Leases, Future Minimum Payments, Due in Five Years Operating Leases, Thereafter Operating Leases, Future Minimum Payments, Due Thereafter Operating Leases, Total Operating Leases, Future Minimum Payments Due Onligations to Outsourcers, 2013 Contractual Obligation, Due in Next Twelve Months Onligations to Outsourcers, 2014 Contractual Obligation, Due in Second Year Onligations to Outsourcers, 2015 Contractual Obligation, Due in Third Year Onligations to Outsourcers, 2016 Contractual Obligation, Due in Fourth Year Onligations to Outsourcers, 2017 Contractual Obligation, Due in Fifth Year Onligations to Outsourcers, Thereafter Contractual Obligation, Due after Fifth Year Onligations to Outsourcers, Total Contractual Obligation Statement of Cash Flows [Abstract] Cash Flows from Operating Activities: Net Cash Provided by (Used in) Operating Activities [Abstract] Net Income Reconciliation of Net Income to Net Cash Provided by Operating Activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Amortization of Unrecognized Pension Loss Amortization Of Unrecognized Pension Loss The amount of pension and other post retirement benefit costs recognized during the period for amortization of actuarial gain or loss and prior service cost or credit. (Gain) Loss from Sales of Business / Investments Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal Impairment of Assets Settlement Charge Related to Legacy Pension Obligation Litigation Charges Related To Legacy Pension Litigation Charges Related To Legacy Pension Income Tax Benefit from Stock-Based Awards Income Tax Benefit From Stock Based Awards Reductions in the entity's income taxes associated with the exercises of non-qualified stock options and the vesting of restricted stock and restricted stock units. This element increases net cash provided by operating activities. Excess Tax Benefit on Stock-Based Awards Excess Tax Benefit from Share-based Compensation, Operating Activities Equity Based Compensation Share-based Compensation Restructuring Payments Changes in Deferred Income Taxes, Net Deferred Income Taxes and Tax Credits Changes in Accrued Income Taxes, Net Increase (Decrease) in Income Taxes Payable Changes in Current Assets and Liabilities: Increase Decrease In Current Assets And Liabilities Net [Abstract] Increase (Decrease) in Current Assets and Liabilities, Net, [Abstract] (Increase) Decrease in Accounts Receivable Increase (Decrease) in Accounts Receivable Decrease (Increase) in Other Current Assets Increase (Decrease) in Other Current Assets (Decrease) Increase in Deferred Revenue Increase (Decrease) in Deferred Revenue (Decrease) Increase in Accounts Payable Increase (Decrease) in Accounts Payable (Decrease) Increase in Accrued Liabilities Increase (Decrease) in Accrued Liabilities (Decrease) Increase in Other Accrued and Current Liabilities Increase Decrease In Other Accrued And Current Liabilities Primarily relates to the increase (decrease) during the reporting period in the aggregate amount of bond and swap interest incurred but not yet paid. Changes in Non-Current Assets and Liabilities: Increase Decrease In Noncurrent Assets And Liabilities Net [Abstract] Increase (Decrease) in Noncurrent Assets and Liabilities, Net, [Abstract] (Increase) Decrease in Other Long-Term Assets Increase (Decrease) in Other Noncurrent Assets Net (Decrease) Increase in Long-Term Liabilities Increase (Decrease) in Other Noncurrent Liabilities Net, Other Non-Cash Adjustments Other Noncash Income (Expense) Net Cash Provided by Operating Activities Net Cash Provided by (Used in) Operating Activities Cash Flows from Investing Activities: Net Cash Provided by (Used in) Investing Activities [Abstract] Proceeds from Sales of Businesses, Net of Cash Divested Proceeds from Divestiture of Businesses, Net of Cash Divested Payments for Acquisitions of Businesses, Net of Cash Acquired Payments to Acquire Businesses, Net of Cash Acquired Investment in Debt Security Payments to Acquire Marketable Securities Cash Settlements of Foreign Currency Contracts Payments for (Proceeds from) Derivative Instrument, Investing Activities Capital Expenditures Additions to Computer Software and Other Intangibles (Reimbursement) Receipt of Proceeds Related to a Divested Business Reimbursement Receipt Of Proceeds Related To Divested Investment The amount received and paid related to sales proceeds for a divested investment as result of acting as a pass through entity under the agreement. Net, Other Payments for (Proceeds from) Other Investing Activities Net Cash Used in Investing Activities Net Cash Provided by (Used in) Investing Activities Cash Flows from Financing Activities: Net Cash Provided by (Used in) Financing Activities [Abstract] Payments for Purchases of Treasury Shares Payments for Repurchase of Common Stock Net Proceeds from Stock-Based Awards Proceeds From Payments For Issuance Of Shares Under Incentive And Share Based Compensation Plans Including Stock Options The total cash inflow associated with the amount received from holders to acquire the entity's shares under incentive and share awards, including stock option exercises. Payment of Bond Issuance Costs Payments of Debt Issuance Costs Payment of Debt Repayments of Long-term Debt Proceeds from Issuance of Long-Term Debt Proceeds from Issuance of Long-term Debt Payments of Dividends Payments of Dividends Proceeds from Borrowings on Credit Facilities Proceeds from Long-term Lines of Credit Payments of Borrowings on Credit Facilities Repayments of Long-term Lines of Credit Excess Tax Benefit on Stock-Based Awards Excess Tax Benefit from Share-based Compensation, Financing Activities Capital Lease and Other Long-Term Financing Obligation Payment Repayments of Long-term Debt, Long-term Capital Lease Obligations, and Capital Securities Net, Other Proceeds from (Payments for) Other Financing Activities Net Cash Used in Financing Activities Net Cash Provided by (Used in) Financing Activities Effect of Exchange Rate Changes on Cash and Cash Equivalents Effect of Exchange Rate on Cash and Cash Equivalents Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Period Increase (Decrease) Cash and Cash Equivalents, Beginning of Period Cash and Cash Equivalents, End of Period Supplemental Disclosure of Cash Flow Information: Supplemental Cash Flow Information [Abstract] Cash Paid for: Cash Paid During Period For [Abstract] Cash Paid During Period For [Abstract] Income Taxes, Net of Refunds Income Taxes Paid, Net Interest Interest Paid Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table] Fair Value, Inputs, Level 3 [Member] Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] Actual return (loss) on plan assets: Defined Benefit Plan, Actual Return on Plan Assets [Abstract] Related to assets still held at the reporting date Defined Benefit Plan, Actual Return on Plan Assets Still Held Related to assets sold during the period Defined Benefit Plan, Actual Return on Plan Assets Sold During Period Purchases, sales and settlements Defined Benefit Plans Purchases Sales And Settlements Change In Fair Value Of Plan Assets Defined Benefit Plans Purchases Sales And Settlements Change In Fair Value Of Plan Assets Transfers in and/or out of Level III Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Asset, Transfers, Net Total Future Amortization Expense, Total Future Amortization Expense, Total 2013 Finite-Lived Intangible Assets, Amortization Expense, Next Twelve Months 2014 Finite-Lived Intangible Assets, Amortization Expense, Year Two 2015 Finite-Lived Intangible Assets, Amortization Expense, Year Three 2016 Finite-Lived Intangible Assets, Amortization Expense, Year Four 2017 Finite-Lived Intangible Assets, Amortization Expense, Year Five Thereafter Finite-Lived Intangible Assets, Amortization Expense, after Year Five Income Taxes [Table] Income Taxes [Table] Income Taxes [Table] Income Tax Authority [Axis] Income Tax Authority [Axis] Income Tax Authority [Domain] Income Tax Authority [Domain] Tax Credit Carryforwards with Indefinite Carryforward Period [Member] Tax Credit Carryforwards with Indefinite Carryforward Period [Member] Tax Credit Carryforwards with Indefinite Carryforward Period [Member] Tax Credit Carryforwards Expiring Between 2013 and 2032 [Member] Tax Credit Carryforwards Expiring Between 2014 and 2034 [Member] [Domain] Tax Credit Carryforwards Expiring Between 2014 and 2034 [Member] Income Taxes [Line Items] Income Taxes [Line Items] Income Taxes [Line Items] Unrecognized Tax Benefits that Would Impact Effective Tax Rate Unrecognized Tax Benefits that Would Impact Effective Tax Rate Income taxes, net of refunds Income Taxes Paid Income taxes refunded Proceeds from Income Tax Refunds Undistributed earnings of non-U.S. subsidiaries Undistributed Earnings of Foreign Subsidiaries Federal, state and local, and forign tax loss carry forwards Deferred Tax Assets, Tax Credit Carryforwards Valuation allowance against U.S. and non-U.S. net operating losses Operating Loss Carryforwards, Valuation Allowance Decrease in unrecognized tax benefits Unrecognized Tax Benefits, Period Increase (Decrease) Gross unrecognized tax benefits Unrecognized Tax Benefits Expected decrease in unrecognized tax benefits in next twelve months Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Amount of Unrecorded Benefit Interest expense related to unrecognized tax benefits Unrecognized Tax Benefits, Interest on Income Taxes Expense Accrued interest expense related to unrecognized tax benefits Unrecognized Tax Benefits, Interest on Income Taxes Accrued Prior Service Costs, Tax Income (Expense) Other Comprehensive Income Change In Unamortized Prior Service Credit Tax Other Comprehensive Income Change In Unamortized Prior Service Credit Tax Net Actuarial Gain (Loss), Tax Income (Expense) Other Comprehensive Income Loss Reclassification Pension And Other Postretirement Benefit Plans Actuarial Gain Loss Recognized In Net Periodic Benefit Cost Tax Tax effect for 1 - the reclassification adjustment from OCI to the income statement and 2 - recognition of the current year actuarial gain/loss related to benefit plans. Derivative Financial Instruments, Tax Income (Expense) Pension Plans Remeasurement Adjustment, Net of Tax Other Comprehensive Income Loss Pension Plans Remeasurement Adjustment, Net of Tax Other Comprehensive Income Loss Pension Plans Remeasurement Adjustment, Net of Tax Pension Plans Remeasurement Adjustment, Tax Income (Expense) Other Comprehensive Income Loss Pension and Postretirement Plans Remeasurement Adjustment, Tax Other Comprehensive Income Loss Pension and Postretirement Plans Remeasurement Adjustment, Tax Parties to Contractual Arrangement [Axis] Parties to Contractual Arrangement [Axis] Parties to Contractual Arrangement [Domain] Parties to Contractual Arrangement [Domain] Acxiom Corporation [Member] Acxiom Corporation [Member] Acxiom Corporation [Member] Convergys Customer Management Group [Member] Convergys Customer Management Group [Member] Convergys Customer Management Group [Member] International Business Machines [Member] International Business Machines [Member] International Business Machines [Member] Property Subject to or Available for Operating Lease [Axis] Property Subject to or Available for Operating Lease [Axis] Property Subject to or Available for Operating Lease [Domain] Property Subject to or Available for Operating Lease [Domain] Computer Equipment [Member] Computer Equipment [Member] Other Machinery and Equipment [Member] Other Machinery and Equipment [Member] Operating leases expiration period Operating Lease Expiration Period Operating Lease Expiration Period Expiration period of majority leases Major Facility Lease Terms, Maximum, Period Major Facility Lease Terms, Maximum, Period Number of square footage Area of Real Estate Property Operating leases expiration period after renewal Remaining Lease Term Remaining Lease Term Number of contract renewal options Number of Contract Renewal Options Number of Contract Renewal Options Operating leases, renewal option Lease Extension Period Lease Extension Period Operating leases expiration period Lease Expiration Period Lease Expiration Period Rental expenses under operating leases Operating Leases, Rent Expense Termination Notice Period Termination Notice Period Termination Notice Period Service agreement, term Commercial Agreement Period Commercial Agreement Period Total payments over the term of the contract Total Contract Payments Total Contract Payments Number of amendments to contract Number of Contract Amendments Number of Contract Amendments Cost of services Cost of Services Total payments over the remaining term of the contract Expected Future Payments Expected Future Payments Years of service before possible termination Service Agreement Term Service Agreement Term Postretirement Benefit Obligations Other Postretirement Benefit Plan, Defined Benefit [Member] Components of Net Periodic Cost (Income): Defined Benefit Plan, Net Periodic Benefit Cost [Abstract] Service Cost Interest Cost Expected Return on Plan Assets Defined Benefit Plan, Expected Return on Plan Assets Amortization of Prior Service Cost (Credit) Defined Benefit Plan, Amortization of Prior Service Cost (Credit) Recognized Actuarial Loss (Gain) Defined Benefit Plan, Amortization of Gains (Losses) Net Periodic Cost (Income) Defined Benefit Plan, Net Periodic Benefit Cost Other Accrued and Current Liabilities Other Payables And Accruals [Text Block] Other payables and accruals. Property, Plant and Equipment at Cost - Net Property, Plant and Equipment [Table Text Block] Other Income (Expense) - Net Schedule of Other Nonoperating Income (Expense) [Table Text Block] Computer Software and Goodwill Schedule of Intangible Assets and Goodwill [Table Text Block] Other Intangibles (included in Non-Current Assets) Changes In Goodwill And Other Intangible Assets [Table Text Block] Changes In Goodwill And Other Intangible Assets [Table Text Block] Allowance for Doubtful Accounts Allowance For Doubtful Accounts [Table Text Block] Allowance For Doubtful Accounts [Table Text Block] Deferred Tax Asset Valuation Allowance Summary of Valuation Allowance [Table Text Block] Quarterly Financial Information [Table] Quarterly Financial Information [Table] Quarterly Financial Information [Table] Operating Segments [Member] Quarterly Financial Information [Line Items] Quarterly Financial Information [Line Items] [Line Items] for Quarterly Financial Information [Table] Less: Net (Income) Loss Attributable to the Noncontrolling Interest Net Income Attributable to D&B Cash Dividend Paid Per Common Share (in dollars per share) Accumulated Benefit Obligation Fair Value of Plan Assets Defined Benefit Plan Pension, Plans With Projected Benefit Obligations In Excess Of Plan Assets Aggregate Fair Value Of Plan Assets Plan asset value measured in accordance with ASC 820. Unfunded Accumulated Benefit Obligation Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation Projected Benefit Obligation Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation Corporate Costs [Member] Corporate Segment [Member] Restructuring accruals [Member] Restructuring Charges [Member] Strategic Technology Investment (MaxCV) [Member] Investments [Member] Legal Fees And Other Shut-Down Costs Associated with Matters in China [Member] Legal Fee [Member] Legal Fee [Member] Settlement of Legacy Pension Obligation [Member] Pension Plans [Member] Pension Plans [Member] Corporate Costs And Other Corporate Costs And Other Corporate and other is comprised of non-revenue producing activities not allocable to its reporting segments, such as corporate headquarters or certain service or support departments. Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) Computer Software And Other Intangibles Period Increase (Decrease) Computer Software And Other Intangibles Period Increase (Decrease) Computer Software And Other Intangibles Period Increase (Decrease) Derivative Instrument [Axis] Derivative Contract [Domain] Interest Rate Contract [Member] Senior Notes Due 2017 and 2022 [Member] Senior Notes Due 2017 and 2022 [Member] Senior Notes Due 2017 and 2022 [Member] Senior Notes Due 2017 [Member] Senior Notes Due 2017 [Member] Senior Notes Due 2017 [Member] Senior Notes Due 2022 [Member] Senior Notes Due 2022 [Member] Senior Notes Due 2022 [Member] Senior Notes Due November 2015 [Member] Senior Notes Due November Twenty Fifteen [Member] Senior Notes Due November 2015 [Member] Senior Notes Due March 2011 [Member] Senior Notes Due March Twenty Eleven [Member] Senior Notes Due March 2011 [Member] Revolving Credit Facility October 2016 [Member] Revolving Credit Facility [Member] International Operations [Member] International Operations [Member] International Operations [Member] Fair Value Hedging [Member] Fair Value Hedging [Member] Long-term Debt, Type [Axis] Long-term Debt, Type [Axis] Long-term Debt, Type [Domain] Long-term Debt, Type [Domain] Long-Term Fixed-Rate Notes [Member] Fixed Rate Debt [Member] Fixed Rate Debt [Member] Non-Operating Income (Expenses) - Net [Member] Nonoperating Income Expense [Member] Nonoperating Income Expense [Member] Long-Term Fixed-Rate Notes, maturity date Debt Instrument, Maturity Date Long-Term Fixed-Rate Notes, annual interest rate Debt Instrument, Interest Rate, Stated Percentage Repayment of long-term fixed-rate notes Long-Term Fixed-Rate Notes, premium payment Premium On Debt Repayment The component of interest expense comprised of the periodic charge against earnings over the life of the financing arrangement to which such costs relate. Debt Rating Decrease Threshold Debt Instrument, Debt Rating Decrease Threshold Debt Instrument, Debt Rating Decrease Threshold Maximum adjustments above initial interest rate Percentage Of Maximum Adjustments Above Initial Interest Rate Percentage of Maximum Adjustments Above Initial Interest Rate Debt carrying amount Long-Term Fixed-Rate Notes, underwriting and other fees Debt Related Commitment Fees and Debt Issuance Costs Derivative, Notional Amount Derivative, Notional Amount Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax Carrying amount of hedged debt Derivative, Amount of Hedged Item Amortization of carrying amount of hedged debt Amortization of Financing Costs Credit facility, maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Number of days from issuance Debt Instrument, Number of Days From Issuance Debt Instrument, Number of Days From Issuance Commercial papers borrowings supported by line of credit Commercial Paper Maximum Borrowing Capacity Commercial Paper, Maximum Borrowing Capacity Credit facility Outstanding amount Line of Credit Facility, Amount Outstanding Credit facility, interest percentage Line of Credit Facility, Interest Rate During Period Uncommitted credit facility, maximum borrowing capacity Line of Credit Facility, Remaining Borrowing Capacity Contingent liability under open standby letters of credit in favor of third parties Letters of Credit Outstanding, Amount Interest paid for all outstanding debt Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss) [Abstract] Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012 Other Comprehensive Income Amortization Of Net Actuarial Gain Loss Before Tax Other Comprehensive Income Amortization Of Net Actuarial Gain Loss Before Tax Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012 Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012 Other Comprehensive Income Change In Net Actuarial Gain Loss Before Tax Other Comprehensive Income Change In Net Actuarial Gain Loss Before Tax Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012 Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Net Prior Service Cost (Credit) Arising During Period, before Tax Document Documentand Entity Information [Abstract] Document - Document and Entity Information [Abstract] Document Type Document Type Amendment Flag Amendment Flag Document Period End Date Document Period End Date Document Fiscal Year Focus Document Fiscal Year Focus Document Fiscal Period Focus Document Fiscal Period Focus Trading Symbol Trading Symbol Entity Registrant Name Entity Registrant Name Entity Central Index Key Entity Central Index Key Current Fiscal Year End Date Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Entity Current Reporting Status Entity Current Reporting Status Entity Voluntary Filers Entity Voluntary Filers Entity Filer Category Entity Filer Category Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Entity Public Float Entity Public Float Pension and Other Postretirement Benefits Disclosure [Table] Pension And Other Postretirement Benefits Disclosure [Table] Pension and Other Postretirement Benefits Disclosure [Table] Defined Benefit Plan, Asset Categories [Axis] Defined Benefit Plan, Asset Categories [Axis] Plan Asset Categories [Domain] Plan Asset Categories [Domain] Equity Securities [Member] Equity Securities [Member] Debt Securities [Member] Debt Securities [Member] Real Estate [Member] Real Estate [Member] Qualified Pension Plan [Member] Qualified Pension Plan [Member] Qualified Pension Plan [Member] Non-Qualified Pension Plans [Member] Non Qualified Pension Plans [Member] Non Qualified Pension Plans [Member] United States Plans [Member] United States Pension Plan of US Entity, Defined Benefit [Member] Non-U.S. plans [Member] Foreign Pension Plan, Defined Benefit [Member] CANADA Executive Officer [Member] Executive Officer [Member] Pension and Other Postretirement Benefits Disclosure [Line Items] Pension And Other Postretirement Benefits Disclosure [Line Items] Pension and Other Postretirement Benefits Disclosure [Line Items] Percentage of compensation allocated annually to a retirement account Postretirement Benefits Plan Contribution Percentage Of Annual Compensation Postretirement Benefits Plan Contribution Percentage Of Annual Compensation Percent of pension plan obligation Percentage Of Total Benefit Obligation Percent Percentage Of Total Benefit Obligation Percent Number of frozen defined benefit pension plans Number Of Defined Benefit Pension Plans That Were Froze Number Of Defined Benefit Pension Plans That Were Froze Vesting service years Defined Benefit Plan, Vesting Service Years Defined Benefit Plan, Vesting Service Years Vesting service age minimum Defined Benefit Plan, Vesting Service Age, Minimum Defined Benefit Plan, Vesting Service Age, Minimum Balances in Grantor Trusts fund Assets Held-in-trust Actuarial Loss (Gain) Net Pension And Other Postretirement Benefit Gain Not Yet Recognized In Earnings Net Of Tax Net Pension And Other Postretirement Benefit Gain Not Yet Recognized In Earnings Net Of Tax Net Pension And Other Postretirement Benefit Gain Not Yet Recognized In Earnings Net Of Tax Deferred asset losses related to pension plans Net Pension And Other Postretirement Benefit Loss Not Yet Recognized In Earnings Net Of Tax Net Pension And Other Postretirement Benefit Loss Not Yet Recognized In Earnings Net Of Tax Projected Benefit Obligation Loss to be Amortized Threshold Defined Contribution Plan, Projected Benefit Obligation Gain Loss to be Amortized Threshold, Percent Defined Contribution Plan, Projected Benefit Obligation Gain Loss to be Amortized Threshold, Percent Amortization period range Amortization Period For Defined Benefit Plan Gain Loss Amortization Period For Defined Benefit Plan Gain Loss Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation Settlement charge Defined Benefit Plan Settlements Defined Benefit Plan Settlements Fair value of assets amortization period Defined Benefit Plan, Fair Value of Assets Amortization Period Defined Benefit Plan, Fair Value of Assets Amortization Period Market-related value of assets of our pension plans Defined Benefit Plan Market Related Value Of Plan Assets Defined Benefit Plan Market Related Value Of Plan Assets Fair value of plan asset, ending balance Defined benefit plan, expected long-term rate of return Defined Benefit Plan Assumptions Used Calculating Plan Assets Expected Long Term Return On Assets Defined Benefit Plan Assumptions Used Calculating Plan Assets Expected Long Term Return On Assets Defined benefit plan, expected long-term rate of return for next fiscal year Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost For Next Fiscal Year Expected Long Term Return On Assets Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost For Next Fiscal Year Expected Long Term Return On Assets Target Plan Asset Allocations Defined Benefit Plan, Target Plan Asset Allocations in Next Fiscal Year Defined Benefit Plan, Target Plan Asset Allocations in Next Fiscal Year Asset Allocations Defined Benefit Plan, Actual Plan Asset Allocations Target Asset Allocations Defined Benefit Plan, Target Plan Asset Allocations Target Plan Asset Allocations Range Minimum Defined Benefit Plan, Target Plan Asset Allocations Range Minimum Target Plan Asset Allocations Range Maximum Defined Benefit Plan, Target Plan Asset Allocations Range Maximum Defined benefit plan, expected contribution to pension plans Expected Contributions To Funded Pension Plans Expected contributions to funded pension plans. Defined benefit plan, expected contribution to postretirement plan Expected Contributions To Funded Other Postretirement Benefit Plans Expected Contributions to Funded Other Postretirement Benefit Plans Employees' maximum contribution percentage Defined Benefit Plan Employee Contribution Percentage Defined Benefit Plan Employee Contribution Percentage Catch up contribution, minimum age Defined Contribution Plan, Catch Up Contribution, Minimum Age Defined Contribution Plan, Catch Up Contribution, Minimum Age Employer matching contribution to employee Defined Benefit Plan Employer Contribution Percentage Match Of Compensation Defined Benefit Plan Employer Contribution Percentage Match Of Compensation Employer matching contribution to employee up to participant's eligible contribution Defined Contribution Plan Matching Percent Of Compensation Defined Contribution Plan Matching Percent Of Compensation Expense incurred related to 401(k) plan Defined Contribution Plan, Cost Recognized Defined Contribution Plan, Employer Discretionary Contribution Amount Defined Contribution Plan, Employer Discretionary Contribution Amount Pension Contributions Pension Contributions Geographical [Domain] Europe And Other International Markets [Member] Operating Activities [Axis] Operating Activities [Domain] Corporate Segment [Member] Percentage Of Total Revenue From Divested And Other Business Computer Software And Other Intangibles Period Increase (Decrease) Percentage of total revenue from single customer Concentration Risk, Percentage Reclassification out of Accumulated Other Comprehensive Income [Abstract] Reclassification out of Accumulated Other Comprehensive Income [Abstract] Reclassification out of Accumulated Other Comprehensive Income [Table] Reclassification out of Accumulated Other Comprehensive Income [Table] Derivative, by Nature [Axis] Derivative, by Nature [Axis] Dreivative Gains / Losses [Domain] Dreivative Gains / Losses [Domain] [Domain] for Dreivative Gains / Losses [Axis] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Axis] Reclassification out of Accumulated Other Comprehensive Income [Member] Reclassification out of Accumulated Other Comprehensive Income [Member] Other Income (Expense) [Member] Other Income (Expense) [Member] Other Income (Expense) Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items] Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest Income Tax Expense (Benefit) Net Income (Loss) Available to Common Stockholders, Basic Net Income (Loss) Available to Common Stockholders, Basic Interest Income (Expense), Net Interest Income (Expense), Net Other Income (Expense) - Net Derivative Instruments, Gain (Loss) by Hedging Relationship, by Income Statement Location, by Derivative Instrument Risk [Table] Derivative Instruments, Gain (Loss) [Table] Forward exchange contracts [Member] Foreign Exchange Contract [Member] Derivative Instruments, Gain (Loss) [Line Items] Derivative Instruments, Gain (Loss) [Line Items] Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion) Derivative Instruments, Gain (Loss) Recognized in Other Comprehensive Income (Loss), Effective Portion, Net Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion) Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing) Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net Gain or (Loss) Recognized in Income on Derivative Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives Restructuring and Related Costs [Table Text Block] Weighted Average Discount Rate Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate Weighted Average Expected Long-Term Return on Plan Assets Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets Weighted Average Rate of Compensation Increase Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase Cash Balance Account Interest Crediting Rate Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Cash Balance Account Interest Crediting Rate Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Cash Balance Account Interest Crediting Rate Cash Balance Account Conversion Rate Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Cash Balance Account Conversion Rate Defined Benefit Plan Assumptions Used Calculating Net Periodic Benefit Cost Cash Balance Account Conversion Rate Income before Provision for Income Taxes Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] Provision for Income Taxes Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] Deferred Tax Assets (Liabilities) Schedule of Deferred Tax Assets and Liabilities [Table Text Block] Reconciliation of Gross Unrecognized Tax Benefits Unrecognized Tax Benefits Reconciliation [Table Text Block] Unrecognized Tax Benefits Reconciliation [Table Text Block] Restructuring Expense [Member] Corporate Costs And Other Disclosure Divestitures And Other Businesses Additional Information [Abstract] Disclosure - Divestitures and Other Businesses - Additional Information [Abstract] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Table] Litigation Status [Axis] Litigation Status [Axis] Litigation Status [Domain] Litigation Status [Domain] Pending Litigation [Member] Pending Litigation [Member] Fines and Imprisonment [Member] Fines and Imprisonment [Member] Fines and Imprisonment [Member] Type of shutdown cost [Axis] Type of shutdown cost [Axis] Type of shutdown cost [Axis] Type of shutdown cost [Domain] Type of shutdown cost [Domain] [Domain] for Type of shutdown cost [Axis] Corporate Shutdown Costs [Member] Corporate Shutdown Costs [Member] Corporate Shutdown Costs [Member] Local Shutdown Costs [Member] Local Shutdown Costs [Member] Local Shutdown Costs [Member] Indian Research and Advisory Services [Member] Indian Research and Advisory Services [Member] Indian Research and Advisory Services [Member] Shanghai Roadway D&B Marketing Services Co Ltd Japanese Joint Venture Domestic Japanese Joint Venture Domestic [Member] Japanese Joint Venture Domestic [Member] Chinese Market Research Joint Venture Purisma [Member] Purisma [Member] Purisma [Member] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] Proceed from divestiture of business Proceeds from Divestiture of Businesses Pre-tax gain (loss) from sale of business Discontinued Operation, Gain (Loss) from Disposal of Discontinued Operation, before Income Tax Divested and other business, operating income (loss) Divested And Other Businesses Operating Income Loss Divested and Other Businesses Operating Income (loss) Shut-down costs related to the Roadway business Business Exit Costs Number of current and former employees Number of Current and Former Employees Number of Current and Former Employees Commercial arrangement with TSR to provide global data to its Japanese customers, term Commercial arrangement with TSR to provide global data to its Japanese customers, aggregate future cash payments Number of joint venture companies sold U.S. Income (Loss) from Continuing Operations before Income Taxes, Domestic Non-U.S. Income (Loss) from Continuing Operations before Income Taxes, Foreign Income Taxes Income Tax Disclosure [Text Block] Schedule of Quarterly Financial Information Schedule of Quarterly Financial Information [Table Text Block] Segment, Continuing Operations Continuing Operations [Member] Provision for Doubtful Accounts Provision for Doubtful Accounts Allowance for Doubtful Accounts Receivable, Write-offs Allowance for Doubtful Accounts Receivable, Write-offs Allowance for Doubtful Accounts Receivable [Roll Forward] Allowance for Doubtful Accounts Receivable [Roll Forward] Allowance for Doubtful Accounts, Beginning Balance Allowance for Doubtful Accounts Receivable, Recoveries Allowance for Doubtful Accounts Receivable, Recoveries Other Allowance For Doubtful Accounts And Notes Other Adjustments Allowance For Doubtful Accounts And Notes Other Adjustments Allowance for Doubtful Accounts, Ending Balance Fair Value, Inputs, Level 1 [Member] Fair Value, Inputs, Level 2 [Member] Common and Preferred Stock [Member] Common and Preferred Stock [Member] Common and Preferred Stock [Member] Commingled Funds [Member] Diversified or Commingled Funds [Member] Diversified or Commingled Funds [Member] Bonds [Member] Bonds [Member] Government Bonds and Mortgage Backed Securities [Member] Government Bonds and Mortgage Backed Securities [Member] Government Bonds and Mortgage Backed Securities [Member] U.S. Government State and Local Debt Securities [Member] U.S. Government State and Local Debt Securities [Member] U.S. Government State and Local Debt Securities [Member] Real Estate Investment [Member] Real Estate Investment [Member] Real Estate Funds [Member] Real Estate Funds [Member] Short-term Investments [Member] Short-term Investments [Member] Defined Benefit Plan By Plan Assets Secondary Categories [Axis] Defined Benefit Plan By Plan Assets Secondary Categories [Axis] Defined Benefit Plan By Plan Assets Secondary Categories [Axis] Defined Benefit Plan By Plan Assets Secondary Categories [Domain] Defined Benefit Plan By Plan Assets Secondary Categories [Domain] [Domain] for Defined Benefit Plan By Plan Assets Secondary Categories [Axis] Consumer [Member] Consumer [Member] Consumer [Member] Energy [Member] Energy [Member] Energy [Member] Financial [Member] Financial [Member] Financial [Member] Health Care [Member] Health Care [Member] Health Care [Member] Industrial [Member] Industrial [Member] Industrial [Member] Information Technology [Member] Information Technology [Member] Information Technology [Member] Other [Member] Other Common Stock [Member] Other Common Stock [Member] Commingled Equity Funds [Member] Commingled Equity Funds [Member] Commingled Equity Funds [Member] Commingled Fixed Income Funds [Member] Commingled Fixed Income Funds [Member] Commingled Fixed Income Funds [Member] Corporate Bonds [Member] Corporate Bonds [Member] Corporate Bonds [Member] Other Bonds [Member] Other Bonds [Member] Other Bonds [Member] US Government Debt Securities [Member] US Government Debt Securities [Member] Foreign Government Bonds [Member] Foreign Government Bonds [Member] Foreign Government Bonds [Member] US Government Agencies Debt Securities [Member] US Government Agencies Debt Securities [Member] Defined Benefit Plan, Fair Value of Plan Assets Defined Pension and Other Postretirement Plans [Member] Defined Pension and Other Postretirement Plans [Member] Defined Pension and Other Postretirement Plans [Member] Amortization of Actuarial (Loss) Gain, Taxes Expense (Income) Other Comprehensive Income Amortization Of Net Actuarial Gain Loss Tax Other Comprehensive Income Amortization Of Net Actuarial Gain Loss Tax Amortization of Prior Service (Cost) Credit, Taxes Expense (Income) Other Comprehensive Income (Loss), Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service (Cost) Credit, Tax Actuarial (Loss) Gain Arising During the Year Tax Expense (Income) Other Comprehensive Income Change In Net Actuarial Gain Loss Tax Other Comprehensive Income Change In Net Actuarial Gain Loss Tax Prior Service (Cost) Credit Arising During the Year, Taxes Expenses (Income) Shut-down costs Statutory damages per violation Loss Contingency, Statutory Damages Per Violation Loss Contingency, Statutory Damages Per Violation Willfull violation statutory damages Loss Contingency, Statutory Damages Per Violation, Willful Violation Loss Contingency, Statutory Damages Per Violation, Willful Violation Employee Stock Plans Disclosure of Compensation Related Costs, Share-based Payments [Text Block] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] Gross Unrecognized Tax Benefits, Beginning of Period Unrecognized Tax Benefits Gross Unrecognized Tax Benefits Gross Additions for Prior Years' Tax Positions Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions Additions for Current Years' Tax Positions Unrecognized Tax Benefits, Increase Resulting from Current Period Tax Positions Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation Addition due to CTA Unrecognized Tax Benefits, Increase Resulting from Foreign Currency Translation Reduction in Prior Years' Tax Positions Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions Reduction Due to Expired Statute of Limitations Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations Gross Unrecognized Tax Benefits, End of Period Recent Accounting Pronouncements Description Of Recent Accounting Pronouncements [Text Block] The entire disclosure of recent accounting pronouncements effecting the presentation of the company's financial statements for the periods presented. Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Fair Values Derivatives, Balance Sheet Location, by Derivative Contract Type [Table] Hedging Designation [Axis] Hedging Designation [Axis] Hedging Designation [Domain] Hedging Designation [Domain] Derivatives designated as hedging instruments [Member] Designated as Hedging Instrument [Member] Derivatives not designated as hedging instruments [Member] Not Designated as Hedging Instrument [Member] Other Current Assets [Member] Other Current Assets [Member] Derivatives, Fair Value [Line Items] Derivatives, Fair Value [Line Items] Assets Derivatives Derivative Asset, Fair Value, Gross Asset Liabilities Derivative Derivative Liability, Fair Value, Gross Liability Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping [Table] Fair Value, by Balance Sheet Grouping, Disclosure Item Amounts [Axis] Measurement Basis [Axis] Fair Value, Disclosure Item Amounts [Domain] Fair Value Measurement [Domain] Fair Value (Asset) Liability [Member] Portion at Fair Value Measurement [Member] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] Long-term Debt, Carrying Amount (Asset) Liability Credit Facilities, Carrying Amount (Asset) Liability Long-term Debt, Fair Value (Asset) Liability Long-term Debt, Fair Value Credit Facilities, Fair Value (Asset) Liability Lines of Credit, Fair Value Disclosure Goodwill and Other Intangible Assets [Roll Forward] Goodwill and Other Intangible Assets [Roll Forward] Goodwill and Other Intangible Assets [Roll Forward] Computer Software, Beginning Balance Goodwill, Beginning Balance Computer Software, Additions at cost Capitalized Computer Software, Additions Computer Software, Amortization Capitalized Computer Software, Amortization Computer Software, Write-offs Capitalized Computer Software, Impairments Goodwill, Write-offs Goodwill, Written off Related to Sale of Business Unit Computer Software, Other Capitalized Computer Software Other Capitalized Computer Software Other Goodwill, Other Goodwill, Other Goodwill, Other Computer Software, Ending Balance Goodwill, Ending Balance Common Stock ($0.01 Par Value) [Member] Capital Surplus [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] Retained Earnings [Member] Treasury Stock [Member] Treasury Stock [Member] Cumulative Translation Adjustment [Member] Minimum Pension Liability Adjustment [Member] Accumulated Minimum Pension Liability Adjustment [Member] Changes to amount of the change in the additional pension liability not yet recognized pursuant to SFAS 87 par 37 and 38 as a net periodic pension cost. If the additional pension liability required to be recognized exceeds the unrecognized prior service costs, then the excess (which is the net loss not yet recognized as net periodic pension cost) is to be recorded as a reduction of other comprehensive income, before adjusting for tax effects. If in a subsequent measurement, the amount of minimum liability is eliminated or adjusted, this adjustment is offset against other comprehensive income in Accumulated Comprehensive Income. This line also includes changes in an entity's share of an equity investee's increase (decrease) in additional pension liability not yet recognized as a net periodic pension cost. Eliminated upon adoption of SFAS 158. Derivative Financial Instrument [Member] Total D&B Shareholders' Equity (Deficit) [Member] Parent [Member] Noncontrolling Interest [Member] Noncontrolling Interest [Member] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Beginning Balance Noncontrolling Interest Reclassed to Liability Held for Sale Shares Reclassified To Liabilities Shares Reclassified To Liabilities Purchase of shares/Sale of Noncontrolling Interest Noncontrolling Interest, Period Increase (Decrease) Payment to Noncontrolling Interest Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Equity-Based Plans Equity Based Plans Total value of the change during the period related to equity-based awards accounted for under FAS 123R (ASC 718) and tax benefits associated with exercise of stock options as well as vesting of restricted stock. Treasury Shares Acquired Pension Adjustments, net of tax of $88.4 in 2013, $30.3 in 2012 and $80.4 in 2011 Other Comprehensive (Income) Loss, Pension and Other Postretirement Benefit Plans, Adjustment, Net of Tax Dividend Declared Dividends, Common Stock, Cash Adjustments to Legacy Tax Matters Unusual or Infrequent, Tax Effect Change in Cumulative Translation Adjustment Derivative Financial Instruments, net of tax of $1.9 in 2012, no tax impact 2013, 2011 Ending Balance Supplemental Financial Data Supplemental Financial Information [Text Block] Supplemental Financial Information [Text Block] Weighted Average Discount Rate Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Weighted Average Rate of Compensation Increase Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase Cash Balance Account Interest Crediting Rate Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Cash Balance Account Interest Crediting Rate Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Cash Balance Account Interest Crediting Rate Cash Balance Account Conversion Rate Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Cash Balance Account Interest Conversion Rate Defined Benefit Plan Assumptions Used Calculating Benefit Obligation Cash Balance Account Interest Conversion Rate Deferred Tax Assets: Deferred Tax Assets, Gross [Abstract] Operating Losses Deferred Tax Assets, Operating Loss Carryforwards Restructuring Costs Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Restructuring Charges Bad Debts Deferred Tax Assets, Tax Deferred Expense, Reserves and Accruals, Allowance for Doubtful Accounts Accrued Expenses Deferred Tax Assets, Accrued Expenses Deferred Tax Assets, Accrued Expenses Investments Deferred Tax Assets, Investments Other Deferred Tax Assets, Other Pension and Postretirement Benefits Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions Total Deferred Tax Assets Deferred Tax Assets, Gross Valuation Allowance Deferred Tax Assets, Valuation Allowance Net Deferred Tax Assets Deferred Tax Assets, Net of Valuation Allowance Deferred Tax Liabilities: Deferred Tax Liabilities, Gross [Abstract] Intangibles Deferred Tax Liabilities, Goodwill and Intangible Assets Fixed Assets Deferred Tax Liabilities, Property, Plant and Equipment Other Deferred Tax Liabilities, Other Total Deferred Tax Liabilities Deferred Tax Liabilities, Net Net Deferred Tax Assets Deferred Tax Assets, Net Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Axis] Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Axis] Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Axis] Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Domain] Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Domain] [Domain] for Schedule of Share-based Compensation Arrangement By Share-based Payment Award [Axis] Before Amendment [Member] Before Amendment [Member] Before Amendment [Member] After Amendment [Member] After Amendment [Member] After Amendment [Member] Plan Name [Axis] Plan Name [Axis] Plan Name [Domain] Plan Name [Domain] Stock Incentive Plan 2009 [Member] Stock Incentive Plan 2009 [Member] Stock Incentive Plan 2009 [Member] Stock Incentive Plan 2000 [Member] Stock Incentive Plan 2000 [Member] Stock Incentive Plan 2000 [Member] Award Type [Domain] Performance Units with Performance Condition [Member] [Member] Performance Units with Performance Condition [Member] Performance Units with Performance Condition [Member] Restricted Stock Units (RSUs) [Member] Restricted Stock Units (RSUs) [Member] Performance based Restricted Stock Units and Restricted Stock [Member] Performance based Restricted Stock Units and Restricted Stock [Member] Performance based Restricted Stock Units and Restricted Stock[Member] Service based Restricted Stock Units and Restricted Stock [Member] Service based Restricted Stock Units and Restricted Stock [Member] Service based Restricted Stock Units and Restricted Stock [Member] Stock Options [Member] Employee Stock Option [Member] Restricted Stock Awards and Restricted Stock Units [Member] Restricted Stock Awards and Restricted Stock Units [Member] Restricted Stock Awards and Restricted Stock Units [Member] Non Employee Director [Member] Non Employee Director [Member] Non Employee Director [Member] Employee Stock [Member] Employee Stock [Member] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Total stock-based compensation expense recognized Expected tax benefit associated with stock-based compensation programs Employee Service Share-based Compensation, Tax Benefit from Compensation Expense Common stock, authorized Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized Common stock, available for issuance Share Based Compensation Arrangement By Share Based Payment Award, Shares Remaining Available For Issuance Share Based Compensation Arrangement By Share Based Payment Award, Shares Remaining Available For Issuance Common stock, available for future grants Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant Number of vesting installments Share-based Compensation Arrangement by Share-based Payment Awards, Number of Vesting Installments Share-based Compensation Arrangement by Share-based Payment Awards, Number of Vesting Installments Stock options, vesting percentage Share Based Compensation Arrangement By Share Based Payment Award, Vesting Percentage Share Based Compensation Arrangement By Share Based Payment Award, Vesting Percentage Stock options, expiration period Share Based Compensation Arrangement By Share Based Payment Award, Expiration Term Share Based Compensation Arrangement By Share Based Payment Award, Expiration Term Number of Stock Options, Exercisable at end of year Intrinsic value of stock options exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value Unrecognized compensation cost Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized Unrecognized compensation cost, weighted average period of recognition Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Total fair value of stock options vested Share Based Compensation Arrangement By Share Based Payment Award, Options, Vested Fair Value Share Based Compensation Arrangement By Share Based Payment Award, Options, Vested Fair Value Cash received from exercise of options Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options Tax benefit related to the total compensation cost for stock-based compensation arrangements Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options Performance goal period Share-based Compensation Arrangement by Share-based Payment Award, Performance Goal Period Share-based Compensation Arrangement by Share-based Payment Award, Performance Goal Period Stock plan, vesting period Total fair value of restricted stock units and restricted stock vesting Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value Expected Tax Benefit From Vesting Of Restricted Stock Units and Restricted Stock Expected Tax Benefit From Vesting Of Restricted Stock Units and Restricted Stock Expected Tax Benefit From Vesting Of Restricted Stock Units and Restricted Stock Common stock, authorized for Employee Stock Purchase Plan Share Based Compensation Arrangement By Employee Stock Purchase Plan, Number Of Shares Authorized Share Based Compensation Arrangement By Employee Stock Purchase Plan, Number Of Shares Authorized Common stock, available for future grants, Employee Stock Purchase Plan Employee Stock Purchase Plan, Number Of Shares Available For Issuance Employee Stock Purchase Plan, Number Of Shares Available For Issuance Employees can purchase our common stock, discount Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date Purchase price of the stock on the date of purchase Share Based Compensation Arrangement By Share Based Payment, Employee Stock Purchase Plan Purchase Price Share Based Compensation Arrangement By Share Based Payment, Employee Stock Purchase Plan Purchase Price Shares issued under ESPP Stock Issued During Period, Shares, Employee Stock Purchase Plans Proceeds From Issuance Of Common Stock Under Employee Stock Plans Proceeds From Issuance Of Common Stock Under Employee Stock Plans Proceeds From Issuance Of Common Stock Under Employee Stock Plans Stock Options, Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Shares, Outstanding at beginning of year Weighted Average Exercise Price Per Share, Outstanding at beginning of year Shares, Granted Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures Weighted Average Exercise Price Per Share, Granted Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price Shares, Exercised Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Weighted Average Exercise Price Per Share, Exercised Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price Shares, Forfeited or expired Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Weighted Average Exercise Price Per Share, Forfeited and expired Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Shares, Outstanding at end of year Weighted Average Exercise Price Per Share, Outstanding at end of year Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2012 Aggregate Intrinsic Value, Outstanding at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value Exercisable and unvested expected to vest at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number Weighted Average Exercise Price Per Share, Exercisable and unvested expected to vest at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price Weighted Average Remaining Contractual Term (in years), Exercisable and unvested expected to vest at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term Aggregate Intrinsic Value, Exercisable and unvested expected to vest at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value Exercisable at December 31, 2012 Weighted Average Exercise Price Per Share, Exercisable at December 31, 2012 Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term Aggregate Intrinsic Value, Exercisable at December 31, 2012 Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value Period [Axis] Period [Axis] Period [Axis] Period [Domain] Period [Domain] [Domain] for Period [Axis] Fiscal Year 2020 [Member] Fiscal Year 2020 [Member] Fiscal Year 2020 [Member] Medical [Member] Medical [Member] Medical [Member] Prescription Drug Benefits [Member] Prescription Drug Benefits [Member] Prescription Drug Benefits [Member] Defined Benefit Plan, Ultimate Health Care Cost Trend Rate Defined Benefit Plan, Ultimate Health Care Cost Trend Rate Borrowings Schedule of Debt [Table Text Block] Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Table] Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Table] Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Table] Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items] Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items] [Line Items] for Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Table] Equity [Abstract] Capital Stock Common and Preferred Stock Disclosure [Text Block] Common and Preferred Stock Disclosure [Text Block] Foreign Exchange Contract [Member] Long-Term Fixed-Rate Notes, face value Debt Related Commitment Fees and Debt Issuance Costs Maximum Remaining Maturity of Foreign Currency Derivatives Maximum Remaining Maturity of Foreign Currency Derivatives Other income expenses Net Realized gains associated with derivatives contracts Realized Gain on Derivatives Realized Gain on Derivatives Realized loss associated with derivatives contracts Realized Loss on Derivatives Realized Loss on Derivatives Unrealized gains associated with derivatives contracts Unrealized Gain on Derivatives Unrealized Gain on Derivatives Unrealized loss associated with derivatives contracts Unrealized Gain (Loss) on Derivatives Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans Schedule of Net Funded Status [Table Text Block] Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation Schedule of Accumulated and Projected Benefit Obligations [Table Text Block] Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations Schedule of Net Benefit Costs [Table Text Block] Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income Pension And Other Postretirement Benefits Changes In Plan Assets And Benefit Obligations Recognized In Other Comprehensive Loss Income Disclosure [Table Text Block] Pension And Other Postretirement Benefits Changes In Plan Assets And Benefit Obligations Recognized In Other Comprehensive Loss Income Disclosure [Table Text Block] Estimated Amortization from Accumulated Other Comprehensive Income Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year [Table Text Block] Assumptions used to Determine Pension Plan and Postreitrement Benefit Plan Obligations Schedule Of Assumptions Used In Calculating Pension Benefit Obligations [Table Text Block] Schedule Of Assumptions Used In Calculating Pension Benefit Obligations [Table Text Block] Assumptions used to Determine Net Periodic Benefit Cost Schedule Of Assumptions Used In Calculating Net Periodic Benefit Cost [Table Text Block] Schedule Of Assumptions Used In Calculating Net Periodic Benefit Cost [Table Text Block] Fair Value Hierarchy of Plan Assets at Fair Value Schedule of Allocation of Plan Assets [Table Text Block] Summary of Changes in Fair Value of all Plans' Level III Assets Schedule of Effect of Significant Unobservable Inputs, Changes in Plan Assets [Table Text Block] Weighted Average Asset Allocations and Target Asset Allocation by Asset Category Schedule Of Defined Benefit Target And Weighted Average Plan Assets Allocation [Table Text Block] Schedule Of Defined Benefit Target And Weighted Average Plan Assets Allocation [Table Text Block] Expected Benefit Payments from Pension Plans and Postretirement Plans through 2021 Schedule of Expected Benefit Payments [Table Text Block] Healthcare Trend Assumptions used in Determining Year End Benefit Obligation Schedule of Health Care Cost Trend Rates [Table Text Block] Effects of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block] Earnings Per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Share Repurchases Schedule of Repurchase Agreements [Table Text Block] Movement in Valuation Allowances and Reserves [Roll Forward] Movement in Valuation Allowances and Reserves [Roll Forward] Deferred Tax Asset Valuation Allowance, Beginning Balance Additions charged (credited) to costs and expenses Valuation Allowances And Reserves Charged To Or Credited To Cost And Expense Valuation Allowances And Reserves Charged To Or Credited To Cost And Expense Additions charged (credited) due to foreign currency fluctuations Valuation Allowances and Reserves, Adjustments Additions charged (credited) to other accounts Valuation Allowances And Reserves Charged Or Credited To Other Accounts Valuation Allowances And Reserves Charged Or Credited To Other Accounts Deferred Tax Asset Valuation Allowance, Ending Balance Schedule of Accrued Liabilities [Table] Schedule Of Accrued Liabilities [Table] Schedule of Accrued Liabilities [Table] Schedule of Accrued Liabilities [Line Items] Schedule Of Accrued Liabilities [Line Items] Schedule of Accrued Liabilities [Line Items] Restructuring Reserve Accrued Professional Fees, Current Accrued Professional Fees, Current Accrued Operating Expenses, Current Accrued Operating Expenses, Current Liabilities related to operating expenses, such as rent, telephone, advertising, due within one year. Other Accrued and Current Liabilities Other Accrued Liabilities, Current Other Accrued Liabilities, Current Stockholders Equity Note [Table] Stockholders Equity Note [Table] Stockholders Equity Note [Table] Series B Preferred Stock [Member] Series B Preferred Stock [Member] Stockholders Equity Note [Line Items] Stockholders Equity Note [Line Items] [Line Items] for Stockholders Equity Note [Table] Shares authorized Shares Authorized The maximum number of shares permitted to be issued by an entity's charter and bylaws. Common stock, par value Preferred stock, shares authorized Preferred stock, par value Percentage of Series B preferred stock Preferred Stock, Dividend Rate, Percentage Preferred stock, shares issued Conversion of Stock, Shares Issued Outstanding intercompany debt Debt Conversion, Converted Instrument, Amount EX-101.PRE 25 dnb-20131231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 26 a2013graph.jpg begin 644 a2013graph.jpg M_]C_X``02D9)1@`!`0$`>`!X``#_VP!#``(!`0(!`0("`@("`@("`P4#`P,# M`P8$!`,%!P8'!P<&!P<("0L)"`@*"`<'"@T*"@L,#`P,!PD.#PT,#@L,#`S_ MVP!#`0("`@,#`P8#`P8,"`<(#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`S_P``1"`&Z`L(#`2(``A$!`Q$!_\0` M'P```04!`0$!`0$```````````$"`P0%!@<("0H+_\0`M1```@$#`P($`P4% M!`0```%]`0(#``01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T?`D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#]#O\`@FI_ MP34_9R^)'_!.3X`^(O$7P!^">OZ_K_PX\.ZCJ>I:CX&TNZO-1NIM,MI)IYIG M@+R2N[,S.Q+,S$DDFO;O^'3G[+/_`$;3\`/_``WFD?\`R/1_P2=_Y19?LT_] MDJ\+_P#IHM:^@*`/G_\`X=.?LL_]&T_`#_PWFD?_`"/1_P`.G/V6?^C:?@!_ MX;S2/_D>OH"B@#Y__P"'3G[+/_1M/P`_\-YI'_R/1_PZ<_99_P"C:?@!_P"& M\TC_`.1Z^@**`/G_`/X=.?LL_P#1M/P`_P##>:1_\CT?\.G/V6?^C:?@!_X; MS2/_`)'KZ`HH`^?_`/ATY^RS_P!&T_`#_P`-YI'_`,CT?\.G/V6?^C:?@!_X M;S2/_D>OH"B@#Y__`.'3G[+/_1M/P`_\-YI'_P`CT?\`#IS]EG_HVGX`?^&\ MTC_Y'KZ`HH`^?_\`ATY^RS_T;3\`/_#>:1_\CT?\.G/V6?\`HVGX`?\`AO-( M_P#D>OH"B@#Y_P#^'3G[+/\`T;3\`/\`PWFD?_(]'_#IS]EG_HVGX`?^&\TC M_P"1Z^@**`/G_P#X=.?LL_\`1M/P`_\`#>:1_P#(]'_#IS]EG_HVGX`?^&\T MC_Y'KZ`HH`^?_P#ATY^RS_T;3\`/_#>:1_\`(]'_``Z<_99_Z-I^`'_AO-(_ M^1Z^@**`/G__`(=.?LL_]&T_`#_PWFD?_(]'_#IS]EG_`*-I^`'_`(;S2/\` MY'KZ`HH`^?\`_ATY^RS_`-&T_`#_`,-YI'_R/1_PZ<_99_Z-I^`'_AO-(_\` MD>OH"B@#Y_\`^'3G[+/_`$;3\`/_``WFD?\`R/1_PZ<_99_Z-I^`'_AO-(_^ M1Z^@,YHH`^?_`/ATY^RS_P!&T_`#_P`-YI'_`,CT?\.G/V6?^C:?@!_X;S2/ M_D>OH"C-`'S_`/\`#IS]EG_HVGX`?^&\TC_Y'H_X=.?LL_\`1M/P`_\`#>:1 M_P#(]?0%%`'S_P#\.G/V6?\`HVGX`?\`AO-(_P#D>C_ATY^RS_T;3\`/_#>: M1_\`(]?0&:,T`?/_`/PZ<_99_P"C:?@!_P"&\TC_`.1Z/^'3G[+/_1M/P`_\ M-YI'_P`CU]`44`?/_P#PZ<_99_Z-I^`'_AO-(_\`D>C_`(=.?LL_]&T_`#_P MWFD?_(]?0&:,T`?/_P#PZ<_99_Z-I^`'_AO-(_\`D>C_`(=.?LL_]&T_`#_P MWFD?_(]?0%%`'S__`,.G/V6?^C:?@!_X;S2/_D>C_ATY^RS_`-&T_`#_`,-Y MI'_R/7T!1F@#Y_\`^'3G[+/_`$;3\`/_``WFD?\`R/1_PZ<_99_Z-I^`'_AO M-(_^1Z^@,T9H`^?_`/ATY^RS_P!&T_`#_P`-YI'_`,CT?\.G/V6?^C:?@!_X M;S2/_D>OH#-&:1_P#(]'_#IS]EG_HVGX`? M^&\TC_Y'KZ`HH`^?_P#ATY^RS_T;3\`/_#>:1_\`(]'_``Z<_99_Z-I^`'_A MO-(_^1Z^@**`/G__`(=.?LL_]&T_`#_PWFD?_(]'_#IS]EG_`*-I^`'_`(;S M2/\`Y'KZ`HSF@#Y__P"'3G[+/_1M/P`_\-YI'_R/1_PZ<_99_P"C:?@!_P"& M\TC_`.1Z^@*,T`?/_P#PZ<_99_Z-I^`'_AO-(_\`D>C_`(=.?LL_]&T_`#_P MWFD?_(]?0&:*`/G_`/X=.?LL_P#1M/P`_P##>:1_\CT?\.G/V6?^C:?@!_X; MS2/_`)'KZ`S1F@#Y_P#^'3G[+/\`T;3\`/\`PWFD?_(]'_#IS]EG_HVGX`?^ M&\TC_P"1Z^@**`/G_P#X=.?LL_\`1M/P`_\`#>:1_P#(]'_#IS]EG_HVGX`? M^&\TC_Y'KZ`S10!\_P#_``Z<_99_Z-I^`'_AO-(_^1Z/^'3G[+/_`$;3\`/_ M``WFD?\`R/7T!1F@#Y__`.'3G[+/_1M/P`_\-YI'_P`CT?\`#IS]EG_HVGX` M?^&\TC_Y'KZ`S10!\_\`_#IS]EG_`*-I^`'_`(;S2/\`Y'H_X=.?LL_]&T_` M#_PWFD?_`"/7T!10!\__`/#IS]EG_HVGX`?^&\TC_P"1Z/\`ATY^RS_T;3\` M/_#>:1_\CU]`44`?/_\`PZ<_99_Z-I^`'_AO-(_^1Z/^'3G[+/\`T;3\`/\` MPWFD?_(]?0%%`'S_`/\`#IS]EG_HVGX`?^&\TC_Y'H_X=.?LL_\`1M/P`_\` M#>:1_P#(]?0%%`'S_P#\.G/V6?\`HVGX`?\`AO-(_P#D>C_ATY^RS_T;3\`/ M_#>:1_\`(]?0%%`'S_\`\.G/V6?^C:?@!_X;S2/_`)'H_P"'3G[+/_1M/P`_ M\-YI'_R/7T!10!\__P##IS]EG_HVGX`?^&\TC_Y'H_X=.?LL_P#1M/P`_P## M>:1_\CU]`44`?/\`_P`.G/V6?^C:?@!_X;S2/_D>C_ATY^RS_P!&T_`#_P`- MYI'_`,CU]`44`?/_`/PZ<_99_P"C:?@!_P"&\TC_`.1Z/^'3G[+/_1M/P`_\ M-YI'_P`CU]`44`?/_P#PZ<_99_Z-I^`'_AO-(_\`D>C_`(=.?LL_]&T_`#_P MWFD?_(]?0%%`'S__`,.G/V6?^C:?@!_X;S2/_D>O(?VTO^"?_P`!_@)\-O!_ MBOP-\$_A)X+\4:;\4OA\EGK&@^#M.TZ_M%E\9:+#*(YX85D0/%))&V&&Y)&4 MY!(K[>KY_P#^"E?_`";MX=_[*K\./_4WT*@#Z`HHHH`^?_\`@D[_`,HLOV:? M^R5>%_\`TT6M?0%?/_\`P2=_Y19?LT_]DJ\+_P#IHM:^@*`"BBB@`HHHH`** M**`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@!A/^-87Q)\:Q_#?X?:WX M@F@EN8=#L)[]X8@2\JQ1LY50`3DA<#`/6M[;@57O+&+4;26"9$FAF4I(CKN5 MU/!!!Z@UG5C)P:AH[:,<;)ZGQI^QEXT^,/Q/_9N^'_[1GBCXO7=QI?BCP[)X MLUSX?Q^'-,DT6"TGMFN(+73[B..*^AFA'E`RW-S_'#P M%^P[\+?VKM=^)4VO:;XZU?1;S6OAV=%TZ+0]/T;6+Z&VB@L9TMTOQ>6Z7,#> M;/=2QR,DH,8#+L^GO@9_P3>T?]G_`%GP[:Z+\2_BY)X!\&R7+^'_``%)J]K# MX?TI)M^("8+:.]N[>(.ZQP7MU<1("OR$HA7#\%?\$E?`_@NX\-:2WC#XC:M\ M,O!.O#Q+X<^'=]?6;>'=%O4F:>`HR6J7TL,$KL\4%Q=RPH0OR81`NEU[3F6V MED^R>J?=M6UZ6WU(UY;-Z]?7IZ+^K:'QGX5_X*.?'W4?"'[3EA/\1&.N)XT; M1/AQ=_V%I^_P[!#XENM-NU1!;[+GRK18)`;@2').2!S6;X9_X*:^-/%&J_"^ M'XE?M6?\*-TW7OV<-+^($FI&S\,V_P#;GB*:YN(Y&V7]A+YNZ-`?LUKY9.SY M`"37VQIO_!'CX8:3XKM-875_'$EU:Z_XE\1;'O;;RYY]=)>X1P+<9CAD(>`9 M#*P&]I!Q74_LR?\`!-;P-^RC\1?"OB;P[JWBN]OO!_PXL?A?9IJ-S;R0RZ9: M7#7$W4,+W<\VDWWD12@6R)YDD$9=@`X+&OK;XI_P#!*;X+ M_M`_M$>+_B5\2?">G_$G6?%6B6?A^"T\4:=9:E8^'+6W\X_\2]'@WP22/.[O M(79BP7:5`Q6%\(O^"/?PO^%?AV[T>ZU3QEXPTN^^&=O\)KJVU^[MIDN-$@EN M)(@WE6\9\Y5N&C#@XV1Q_+N!8JI[VNSNW9>:DOP]WRO=CI\L--]$K_.+_P#D MM=^AXO\``W]KG]I[Q;XQ^(/A75K72I/BAH?[/N@^*].\*R6MJMI'XKN/[260 M-(I5L2R6\"F,S>6A!P5&6KS_`.&?_!3KQSI?[&WB_4-.^,&L>,?BU?:_X9\% M?\(Q\0_!%GH/B/X6:UJDL%I/)?V]K';)=6FZ8SP8MP"8V0S3?.(_K+X.?\$H M?!WP9T[5([+QW\6+[4-5^'VG_#MZ-;Q2$A;.TM[2:TD2=6$-M.CLK95OM:M+K3!;7X98P\2SVEXERL4;*@6\`*Y3CVS5_P#@ ME5X7^(&D^-O^$^^(/Q.^)'B'QMX-NO`/_"1:[ZB: MQOK.,P[+B:,1!C=;8(TWHRJ54`H=JX=%J,_WFJL_OM.WW7C]WD%1#/L,/C'Q5K^D>$-%O+^#S[33+K4KZ&S M6[EC!!D6$3-($S\S*H/!-?*O[?O[6'QI_P"";]MXN\,K\5M8^(3>*/A-XF\5 M>&]?UW0](AU;PUK6CQ0.Q"VEI!:36DJ7`(CEMW=9(^79&P/O3]I7]G3PO^UC M\%-<\`^,;6XN="UZ-%D:VN&M[FUEC=98;B"5?FCFBE1)$<=&13STKQ#Q5_P2 M8\)_%+PWXXA^('Q"^*'Q&\0>-O!]SX#_`.$BUNYTV*_T/2+C#3PV4=I906D; MR.$=YI+>25S&@9V50M8VEK\]?)QT2[6EKYI^1HFE)-[:7^_7[UI_PYV/_!/# MQG??$+]G^WU[4/'?Q6\=W6I&*22X\=^$8O#-U:2&"-GCMX$TS3S);[FRLICD M#$D+*0,#R?P9X\^+O[;_`,>_CK;>$/BUJ/PBTKX.^*8/".A6-EX=TW5;?5[F M.RM;RYN=42\A:XDB=KD1(EI/:'RT)$C,P9?K[P=X8M_!/A/3='M#-);:7:QV MD+2D%V2-0BEB`!G`&<`?2O"?B;_P3ITGQE\4_%OB?PW\2/BK\+V^(AM&\7Z? MX.U*SLH/$4EN@B29YI;66ZM)S`J0M+8SVTC(B?-N4.-:EG4;6UG;R=UJ_E=? M,QI\RII/?KYH^;?VB?V[/BU\/_A=_P`%`+[3_%:6^H?`^/33X.F32K0KH[2Z M+;7,I"/&PE#32.^)S+C=@'``KA[[_@H_\:?"7[8/[26G7GC(7WA'POX/G@\' MZ0^D62#3]>&A:5?VS"5(1+*99+F[RDK.OR@!<<#ZN^.?_!)_P5\<_'GC#4[C MQG\2]!T+XE6NE6?CCPQIFIVKZ7XRCT_"0_:GN;::[C9X0D$KVMQ`TL:*&)8; MC-X[_P""37PW^(/QZIXP34?$7C+2?&UU#!=VZ6XN=.L5L8[55\@M]E MEA4>:A8NQ^ZZ#BB-KW?\J7ST3?YOU-92LDDMFWZ[-+OI8^8O^"_9W\+>.?'DGBC_`(2=_B3:>))WT?3[1M8?1=3CM;&0B"!!$40MQ%M#;OFW M8!K1_8V_X*`?%SXK_'S]F_1=>\6_;M-\>>)/BG8:]#_9=E']N@T:\,6FIN2% M6C\E.,QE2_\`RT+FOH'3?^"27@WPCX:\%P>%/'/Q+\&^(O`/B#7O$.B^)M+N M]/DU*!M:FFFU"T>.YLYK26V=I5PLENS+Y$)#[E+-$?\`@D5X1\/:;\'?^$/^ M(7Q0\!ZU\%HM9&D:WIS^6A,HWNHO[5UZ*^GY'"_P#!6O\`;C^(G[/?CGPWHWPIO8TU M#P7X?U'XK>-K-K6WF.I^'-+EMXYK#=*K>2USY\VV2/#@VIP0-U-_;J^)7Q`_ MX75^SEJ'PW^/7CSPSX-^.OBN'1)[/2]*\.W5I!8MI%W>K<6DEYID\PED:"-B M99)$P[!47C'HFJ_\$@OA'\3_`(K:]XV^+5K/\=/$VN>'[+PV+SQ[I6DWPTNW MMO//F6<<%E#';S2M<,TCQJ,LJ[0F"#N>$/\`@F;X-\(_#3X`^%?^$B\;:E9_ MLYZ@FH^&KB\N[9KF\,=I<6445VRVZK)&D%RR@1K&W[N/+'!W9QB^5*6]TWYJ M[O\`^2V5O4M[[2-+22?2=6T.RBCN)IH;:(HZ:IHR6D3:==S7$DVIP M2_\`+&9E%N0F%)S]H>*_^":?@/QGX7^/&DWVH>)FM?V@KZ'4]>?S[?S-+N8; M2WM89+$F$B,QBUAE7S1+B1<]/EK'\5_\$L/">N_`3X3^`]+\;?$/PPWP=UY? M$VB>(=.FTV;5KK4MERLES=?:K*:VE>5KN>1_W`!=\@`<5.MEW]W_`-LO_P"D MOUY@35W_`-O+_P!*MT\U]QZY^S!J$FK?!+1[I_%'C_QC]H\QQJGC7PZN@:W, MOFL-L]DMC8>3MQM7-K&2H5CNSN/RQ_P42_:;\8?#W]OWX-?#W3_B-\4/`/@_ MQ=X9U_4M3/@'P5;^*-6NKJUET]+8F)]+U*2.$">7J_ M#;P7#I>L>,_$OCZ^BD=VU?78-/AO9@S9"LMC:VMOA1P-L(.!R6/-.)K[X8?#SXX: M%X"UO39])T]?^)1J^B6<<4LDRP)(ICU.ZBE+AU_US*$;+7=4@TK3]+NH]1DM(VTZ[FN))M3@E M_P"6,S*+UADLB82(S&+6&5?-$N)%ST^6L?Q5_P2P\)Z[\!?A/X$TSQM\0O#+?!W7E\3 M:)XAT^;3IM6N=2V7*R7-U]JLYK:5Y6NYY'_<`%WR`!Q4QNHJ^_NW_P#)+_\` MI+]>8J.[O_>_]NM^:^X]<_9@U"35O@AH]T_BCQ_XQ-SYKC5/&OAY=`UJ8>:P MVSV2V-AY.W&U#(= M+UCQIXE\?7T4CLVKZ[!I\-[,&;(5EL;6UM\*.!MA!P.2QYKF/%?[*GA_QC^U M1X.^+EU>:PGB3P/HNIZ#86T4L8L9H+][9YFE0QERX-K'M*NH`+9#9&-/^7JE MT_X%U^*5_*Y.O(UUT_X+^ZY\A_\`!-C]IWQG^T'\??&UOXQ^+GQPU*\\,_$7 MQ-H%GH,/P[M8_!\MA97,T5NDVKQ:&%6544$C^T4=G501\VQG_L/XM?$;XC>-/&VE7GB'XE>&/ M$?@BPT31='T1(YXH]1T^ZCTJS>8?;1;Q(8KFY1RTH.-N1^JGQ&\+:AXX\$ZA MI>F^)-<\'W]X@6'6-(CLY;VQ(8'=&MW!<6Y)`(_>0N,,>`<$?/GP^_X)-_#O MX7:3\`(M#UKQI9:A^SB;F+PWJJW=K]MU&TN49+FROC]GV2V\H8%EC2-@8T*L MI!S]1]>*VJ.+5H^?EZ?AW,XWYK^2_P""?E;\-_VROC;X#_8=\9?$*]^+GB3Q MMXTU?XH7GPC\-0>(-%T.+1]&D?Q'_95MJE^*I=%T&W\1^%]2TN2T:;RO*T M];"2UGAN,!9K261'4_.0PV^H:9_P3,^&]M^RQXS^$%ZWB#5O"OCC7M1\2WK'?65]>7[:AYMM-"D9B:"Y97A;!9?+3)?G.M\#?V%]-^$WQBD^(GB'QQX] M^*?CR/1O^$>L=;\62V'FZ3IQD662WMX;"TM+=?,D1&DE:)IGV(&D*J%$4WMS M=M?/W;+[I:WZKTL.>[<>^G_@5_\`TG2W^9\I_LL_M?\`Q!^%?[!/QR^/'Q*^ M+7C+X@2?#W5?%>@Z9HVIZ7H=G92OI^I36E@R_8M/MYFN96CBC;,IC+2MB,?+ MMYWQC^W_`/&_X/\`_!,KXTVGB;QA;M^T)\#/%>A:)JFNQZ98C[=::G?:;/;W M'V41&W7?:7TEOQ']ZW=@=V#7TYXA_P""2/PU\6_LV77PEU/5/%U]X+U3Q]+\ M0=5LYKFU<:S<2:FVIR6%P#;[7L6G8`QA0Y15!DSDGFOB-_P0R^!_BRW^(UGX M8M=4^%.B_%+2=(TS6='\#VVFZ3IJR:7J`O[6^BM_LCHMUOS&S,&1HV(*;OFI MT96DG/7X4UZ6;?SU30ZB_E[M_)NR7R6I]DD_)^M?D9^V=_P4F^)/PT_:5_:, M\.Z7\8OB;H7BCPSXET'PS\)_"6E>!-/OO#WB#5;[3;:>+3KW4)=*E\MIIWDX M>_@D$>]DX48_3OX(?"G7OA7IE];Z]\3?''Q,DO)5DBNO$EIH]O+9*!@QQC3; M"S0J3R?,5VST('%>/?&'_@E-\-?CEX:^.FF:]>>*)H_C]>:?J6LR174"2Z-= MV%O!!:SZ>WDDQ21_9XI`9/-^<'^$[:C53OTMTWWC^EQQDK;=3P;X2_M3^/OB M=_P4B^+7@?Q9\4OC1X9L_!?B'P]8Z/X=\&_#RVUCP^!20%Y;R`K&Q(90`PW_`VI?%R+_@I]\0OAQ>?M"?$W4_!_@;P5I'C*ULKC1O M"ZM>SW5W?QRVL\D6CI(;;9:Q@>6R2C+?O22,>M^"/^"<$GPP^.7BCQYX9^-_ MQDT2_P#'%UIE[XDL4B\.W-GK+/M& MK?&6_P!3A\83_P!F62?VPD.DZC<1C:L(6'$L$3?N0F=F#D$@^5_\$[?^"E7Q M7^/7BS]GS3;?XN?$;X@^./&.A:AXE^)/AKQ'X'T_1=%T718X;B.+4M/NDTJS M><"^%M$ABN+J-RTH8?+D?:WP1_X)->"?@=XS\*WMOXR^)&N>'/AW)JTO@KPK MJM[92:1X/?4O,68VK1VL=W+LAFFAB%W<3B..5@!G:0[P=_P2/^&_@#PS\![' M1]:\;6-[^SRMW;>'M6CO+;[=J%G=Q/%=65ZWV?9+;RA@65$C8-&A5E(.74O) MR:^T[I=M].VCM^@[VLET5K]W??[G_GH?'7[`W_!5#XV?&'PU^R7HWC;Q/%-X MJ\=>*[M/$\Z:991#Q1HEQHVH7MA,$2$+!LN+:2`^2$9FL')^5\'];5/RU\E? M#S_@C9\*?AEX@_9[U73]0\9/J7[-MI=V/ARYFOK#-4\1>(-2LM&T/0[66^U"_NY1#;V<$:EY)9'/"JJ@DD^E?.OP7_ M`."P_P`!?CA\%_&GCRQ\4:AI&A^`;LVNL1:SHEY8Z@@:ZEM;:2*T>/SYENI( M76!8D:1WS$4697B5+6]NEK^5]@=TDWU=EZGU&U(>!7SC<_\`!5KX'V^AZ7=? M\)'XFGO]7URX\-6^A6W@C7;CQ%_:-O;FZFMY-(CLVOXF2W'FDR0*/+96SAE) MUOB?_P`%*/@[\%;[P[:>*O$FL:)>>)-,BUN.UN?"^K"XTJPEG2W2[U.,6Q?2 MX#-(L?F7X@4,'!(*/M>NB[_\/^0?U^GYGO0X%%-5PZY7D=013J`"BBB@`HHH MH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@ M`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`" MBBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`** M**`"BBB@`HHHH`****`"OG__`(*5_P#)NWAW_LJOPX_]3?0J^@*^?_\`@I7_ M`,F[>'?^RJ_#C_U-]"H`^@****`/G_\`X)._\HLOV:?^R5>%_P#TT6M?0%?/ M_P#P2=_Y19?LT_\`9*O"_P#Z:+6OH"@#S?\`:X\$Z/\`$C]F/Q_H/B#POK7C M;0]8T&\L[_0-'=%U#5X'A97M[%?C+\8/A#X#O+Z#X;:'J/@NY@\77.J-K>I12V$FVW6XN?^7>>ZN6 MA*P/--&`&@>*OV.QS0%S4QNG*WVDE]Q4I7C&+Z._]>O4_'GPY^SGX(U.'P_\ M3OB9IO[87B3XI:SJ&O:[KNO^!/`GBCPM::9KE[I]I`EJEM#;P:N((;6WBMK: M=%:W`[:\T70Y= M6MXO$,5Q>1RV^H3V:-#8D)>P3//.R0'%P5D.S8/V@/%.QDXJM-NGY))JR^_\ M$2FU_7FG^:_%F'\./#]QX2^'^BZ7=3?:;K3[""VEFR3YKQHJLW//)!->6?#+ MXM>.OC!\9?C+HFGZAX3T;2_AIXNMO#5F+C1;B\GNTD\/Z/JK2R.MW$H/F:G( M@`0?+$O))->W@\5\_P#[&_\`R<7^UA_V56Q_]0CPI0WS.[[W)A'E2BCT[^PO MB)_T-7@O_P`):Y_^6%']A?$3_H:O!?\`X2US_P#+"NTHH*.+_L+XB?\`0U>" M_P#PEKG_`.6%']A?$3_H:O!?_A+7/_RPKM**`.+_`+"^(G_0U>"__"6N?_EA M1_87Q$_Z&KP7_P"$M<__`"PKM**`.+_L+XB?]#5X+_\`"6N?_EA1_87Q$_Z& MKP7_`.$M<_\`RPKM**`.+_L+XB?]#5X+_P#"6N?_`)84?V%\1/\`H:O!?_A+ M7/\`\L*[2B@#B_["^(G_`$-7@O\`\):Y_P#EA1_87Q$_Z&KP7_X2US_\L*[2 MB@#B_P"POB)_T-7@O_PEKG_Y84?V%\1/^AJ\%_\`A+7/_P`L*[2B@#B_["^( MG_0U>"__``EKG_Y84?V%\1/^AJ\%_P#A+7/_`,L*[2B@#B_["^(G_0U>"_\` MPEKG_P"6%']A?$3_`*&KP7_X2US_`/+"NTHH`XO^POB)_P!#5X+_`/"6N?\` MY84?V%\1/^AJ\%_^$M<__+"NTHH`XO\`L+XB?]#5X+_\):Y_^6%']A?$3_H: MO!?_`(2US_\`+"NTHH`XO^POB)_T-7@O_P`):Y_^6%']A?$3_H:O!?\`X2US M_P#+"NTHH`XO^POB)_T-7@O_`,):Y_\`EA1_87Q$_P"AJ\%_^$M<_P#RPKM* M*`.+_L+XB?\`0U>"_P#PEKG_`.6%']A?$3_H:O!?_A+7/_RPKM**`.+_`+"^ M(G_0U>"__"6N?_EA1_87Q$_Z&KP7_P"$M<__`"PKM**`.+_L+XB?]#5X+_\` M"6N?_EA1_87Q$_Z&KP7_`.$M<_\`RPKM**`.+_L+XB?]#5X+_P#"6N?_`)84 M?V%\1/\`H:O!?_A+7/\`\L*[2B@#B_["^(G_`$-7@O\`\):Y_P#EA1_87Q$_ MZ&KP7_X2US_\L*[2B@#B_P"POB)_T-7@O_PEKG_Y84?V%\1/^AJ\%_\`A+7/ M_P`L*[2B@#B_["^(G_0U>"__``EKG_Y84?V%\1/^AJ\%_P#A+7/_`,L*[2B@ M#B_["^(G_0U>"_\`PEKG_P"6%']A?$3_`*&KP7_X2US_`/+"NTHH`XO^POB) M_P!#5X+_`/"6N?\`Y84?V%\1/^AJ\%_^$M<__+"NTHH`XO\`L+XB?]#5X+_\ M):Y_^6%']A?$3_H:O!?_`(2US_\`+"NTHH`XO^POB)_T-7@O_P`):Y_^6%'] MA?$3_H:O!?\`X2US_P#+"NTHH`XO^POB)_T-7@O_`,):Y_\`EA1_87Q$_P"A MJ\%_^$M<_P#RPKM**`.+_L+XB?\`0U>"_P#PEKG_`.6%']A?$3_H:O!?_A+7 M/_RPKM**`.+_`+"^(G_0U>"__"6N?_EA1_87Q$_Z&KP7_P"$M<__`"PKM**` M.+_L+XB?]#5X+_\`"6N?_EA1_87Q$_Z&KP7_`.$M<_\`RPKM**`.+_L+XB?] M#5X+_P#"6N?_`)84?V%\1/\`H:O!?_A+7/\`\L*[2B@#B_["^(G_`$-7@O\` M\):Y_P#EA1_87Q$_Z&KP7_X2US_\L*[2B@#B_P"POB)_T-7@O_PEKG_Y84?V M%\1/^AJ\%_\`A+7/_P`L*[2B@#B_["^(G_0U>"__``EKG_Y84?V%\1/^AJ\% M_P#A+7/_`,L*[2B@#B_["^(G_0U>"_\`PEKG_P"6%']A?$3_`*&KP7_X2US_ M`/+"NTHH`XO^POB)_P!#5X+_`/"6N?\`Y84?V%\1/^AJ\%_^$M<__+"NTHH` MXO\`L+XB?]#5X+_\):Y_^6%']A?$3_H:O!?_`(2US_\`+"NTHH`\S\6:MX[\ M!VNGW]WK?A/4+235M/L)[>'0+BWD9+F\AMF*R&]<*RB4L,HP^7I7IE<7\>_^ M1&L?^QCT+_T[V==I0`4444`%%%%`!1110`5\_P#_``4K_P"3=O#O_95?AQ_Z MF^A5]`5\_P#_``4K_P"3=O#O_95?AQ_ZF^A4`?0%%%%`'S__`,$G?^467[-/ M_9*O"_\`Z:+6OH"OG_\`X)._\HLOV:?^R5>%_P#TT6M?0%`!1110`4444`%? M/W[&_P#R<5^UA_V56Q_]0CPI7T#7S]^QO_R<5^UA_P!E5L?_`%"/"E`'T#11 M10`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%% M`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444` M%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4 M444`<7\>_P#D1K'_`+&/0O\`T[V==I7\@_\`P='3O+_P72^-ZLS,(QH*H"<[ M1_8&FG`].23^)K]>O^#+&=Y?^"6/CI69F6/XIZBJ`G.T?V3HYP/3DD_B:`/U M^HHHH`****`"BBB@`KY__P""E?\`R;MX=_[*K\./_4WT*OH"OG__`(*5_P#) MNWAW_LJOPX_]3?0J`/H"BBB@#Y__`."3O_*++]FG_LE7A?\`]-%K7T!7S_\` M\$G?^467[-/_`&2KPO\`^FBUKZ`H`***,T`%%%&:`"OG[]C?_DXK]K#_`+*K M8_\`J$>%*^@:^?OV-_\`DXK]K#_LJMC_`.H1X4H`^@:***`"BBB@`HHHH`** M**`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHH MH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@ M`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`***CED6%&9B%51EB3@`>IH M`DKQ+QS\9=>^,OC#4/`_PIN(H)--F:T\2^,WB6>R\-L.'MK56!2ZU(=/+.8; M?[T^XA+:;,G\;ZY^VE#-2O\`PY\*`QCO_%MH[07_`(J`X:#27&&BMCR' MOQRPR+;[RW4?LW@?P-I'PR\(6.@>']-LM'T7285M[.RLXA%#;QCHJJ.!_4DD M]:`/FGXU_P#!,']GL>#K*\U;X-?#?Q7K]QKNC1WWB#Q)X`_V;O"DVA?#KP/X1\`Z)'= M&M]*M9KAE1&F:*!$0R%8XU+$9(11G`%)\>_^1&L?^QCT+_T[V==I0`4444`% M%%%`!1110`5\_P#_``4K_P"3=O#O_95?AQ_ZF^A5]`5\_P#_``4K_P"3=O#O M_95?AQ_ZF^A4`?0%%%%`'S__`,$G?^467[-/_9*O"_\`Z:+6OH"OG_\`X)._ M\HLOV:?^R5>%_P#TT6M?0%`#2<&LWPWXJTOQC9276DZE8ZI;PW,]G)-:7"3I M'/!*T,T1920'CE1XW7JKHRD`@BO//VV_#P\7?L?_`!,TMO'4/PQ74O#=]:GQ M;/'-\#K]L>5G01K'G<6WK@#.X=:_)[_`()$ZC\(OA3^RU^TA\*?CMX# MT'P?H?@>&76/&WB/PYXGNQX4\;V,6M:I;H\-K"\31+YMK):"'89+V&*))`Z& M.*IB[N5]+)/UWN5*-HQDNKMZ77ZG[:X^:EVKS7X=^`OV6XM5_:<\)Z;\5O`> MC>#/@;\5-%\=?$'PA\*-42%=(\)"&QTR"WD>T"BV@O?(-U>&.//V9KR4C:X= MJXWQ!K>L?&K]F[Q%XE^*N_5?&_P]_9,\-^+/`5[JSEKW1M7DN+HG5+(OAH[V M2>WL%:>,^8Q6)"V&V55KI-Z?GM*Z]4XM?.Y.E[+_`(?6*7R]ZY^^QZ<5\_\` M[&X_XR*_:P_[*K8_^H1X4KV/X:WFHZC\/M#N-60QZK-80/>*5V[9C&ID&.WS M9KYZ_9DU/Q9:_M,_M6+H>B^']1M?^%H6!>2_UF:RD5_^$*\*Y4(EK,"N-ISN M!R2,<9)*Z=B:<+;VLO& M.IZ9/=ZC'#-"MU<7-K:1W%Q+Y=Q,"TTCEMY+9(!'*_LM?\$-O@I^Q9\==$^) M7PS^`/@OPWXV\._:!IVI?\+.\0WGV;S[>2VE_=7$4D3;HII%^9#C=D8(!`!] MW6]O'96Z0Q(L<<:A$1%VJJC@``=`*FKB_P"W?B)_T*O@O_PJ;G_Y7T?V[\1/ M^A5\%_\`A4W/_P`KZ`#X]_\`(C6/_8QZ%_Z=[.NTKR'XLZMXSN/#VEQZMH/A MFRT]O$>A^;-::]/=3)_Q-;3&V-K.,-EL`Y<8!)YQ@^O4`%%%%`!1110`4444 M`%?/_P#P4K_Y-V\._P#95?AQ_P"IOH5?0%?/_P#P4K_Y-V\._P#95?AQ_P"I MOH5`'T!1110!\_\`_!)W_E%E^S3_`-DJ\+_^FBUKZ`KY_P#^"3O_`"BR_9I_ M[)5X7_\`31:U]`4`4]3TNWU>QN+6Z@AN;6ZC:&:&5`\"""00>"#7 MC_@C_@G-\!?AU\(=:^'^D_!WX;V_@?Q'J;ZQJF@2>'[:XT[4+IIC,))89$9& MV/CRU(VQ*B)&$1%4>U&@]14Z`>+I_P`$Y_V>X?`,GA-?@3\&U\*RWZZL^C+X M+TT:>UXL9B6Y,'D^69A&2@DV[@I(SBNN^(?[,WPW^+^N^&]2\6?#_P`$^*-2 M\&S"?0+O5]#M;V?0Y`R,'M7E1F@;='&Y@P6^UONW%ONKC'.?T+^,_P`=O#?P M#\-0ZEXBO9(VOIQ9Z;86L#W6H:Q=,"5MK2VC!DGF(5CL120JLQPJLP_//_@J MO_P1-^('_!M>-O'FE_`VS\#_P!H?V+XP0B< M_98\Q0B2./D":;.^@#P'_@BM_P`'.OQ>_;V_:@\0>"_B5\-M"OM-L?"T^KZ? M!\./"^IW.IS7:7=I$JR^9=S11P%)Y,RRF)`XC!D!<*WZ=M\9OC_\2?\`D6?@ M[X?\!V*8GO(AV86&EK=1R?[K7L1_'BOD'_@BM_P`&X7_#H#]J37_B M9_PN3_A8AUSPK<>&1IW_``B7]D>1YMW9W/G>;]MGW8^R;=NT9\S.[C!_4"@# MY\_X9=^*WQ$);QY\?/$%O!)_K--\`:%:^&K.0?W3-/\`;;X8_O1W49_D/P&; M_@RK_:EW';X^^`/7@G6]7_\`E97]/E%`'EO[$WP5U3]FK]C3X1?#K6[BQN]: M\`^"]&\-ZA/8N[VLUQ9V,-O(\3.JL8R\;%2RJ2",@'BO4J**`"BBB@`HHHH` MXOX]_P#(C6/_`&,>A?\`IWLZ[2OE+_@KE_P4)\!_\$[/V??#/B?QU-=&WUOQ MIH=A;6UJN^X=8]0@N;F8)U*Q6\$KGCEO+3(+BOJ'2=5MM=TNVOK.XAN[.\B6 M>">%P\<\;`,KJPX*D$$$<$&@"Y1110`4444`%%%%`!7S_P#\%*_^3=O#O_95 M?AQ_ZF^A5]`5\_\`_!2O_DW;P[_V57X>_LQ?M/>!_VR/@;H7Q*^&NNKXF\$^)A,VFZDMI M/:_:/)GDMY?W4Z)*I66*1<,@^[Z8->A4`%%%%`!117%_&7]H+P3^SQX>AU3Q MQXHT3PO9W4GDVIO[I8I+V7M#!']^:4Y`$<89R2``1_++['V[L9V-CH: M_F6_X.Z/B]'\+O#^GCX:V-O9_\)%I,FEW&HQKJFJM]H2V MEQ/'&2Y4">.*3,;$H%*LWMW_``9M67Q4G7]HR3X:7W@"U$?_``C/]HP^)]/O M)_M7_(7\H0R6\R>5C]YN+))G*8`P<@']'E%?/WVO]J:R/F?8/V?]2[>1]OU> MQS[^9Y,W3TV<^HKQ'_@I;XP_:4L_^"G^/-4B MO-/@_LNY\R:&)](*SR*N2L;20AF`!D4'<`#[OKQOXF?M,W=UXTO/`WPPTJ#Q MGXZLRJ:C)+*T>B>%-P!#ZC3*DB*-C.G\-D$[VTRR1LR2(P9 M64X*D="#ZU_>K\,_A?X?^#7@NS\.^%M'L]%T>Q#>5:VJ;5W,2SNQZO([$LSL M2SLQ9B22:`./^#'[,MK\._$TWB[Q'JMSXX^)&H0&WN_$=_$(S;0L0S6MC;@E M+*TRJ_NHR6?8C3232`R'U*BB@`HHHH`****`"BBB@`HHHH`*Y3XP?%G3/@EX M!O?$&J6^M7T%H8T2STC3IM1O[R225(HXX8(59W9I)$7IM7=EBJ@D8WC?XX_9 MO%]OX7\*Z?-XHUZ:[>PU&6Q>":T\)M]G$Z3:EF5&C5E>(K$N99!("J[=SK%\ M(/V?X?!>LVWB[Q1=6?BKXHS:.NCZEXG^P_9/.@$IF,%M;[W6UM_,*_NT8E_* MB,CRN@>@#\+/^#KC]F3XO?%?XM^%?'/Q4^*?P'^'_P`,[._/A[P%X=?5M7N- M6EBFG3[1J-Q#'I[_`#B/RI+@QDI%'%'&OFR;3-^N'_!%_P"#OQ+_`&?O^"=G M@#P7\3O%7@3QQ?>'K46^@Z_X2U.;4;#4]%*J]BWFRP0Y*1MY:[%*F**(AB2< M?F[_`,%]?^"/7B;_`(*R?'F'XN?!G4GN(]$O=.\#:E-KVLR#2M1F>]6T:32T M(81PVLDN+@H0DLGG>6K2QR>9^I7_``3"_8'TS_@FE^QKX7^$NE^(M<\4KHHD MN+K4-1N'<2W,IWS?9XF8K;V^_)2%.!DL=SN[L`?0E%%%`!1110`4444`%?/_ M`/P4K_Y-V\._]E5^''_J;Z%7T!7S_P#\%*_^3=O#O_95?AQ_ZF^A4`?0%%%% M`'S_`/\`!)W_`)19?LT_]DJ\+_\`IHM:^@*^?_\`@D[_`,HLOV:?^R5>%_\` MTT6M?0%`!11FC-`!11FC-`!7S]^QO_R<5^UA_P!E5L?_`%"/"E?0.:^?OV-_ M^3BOVL/^RJV/_J$>%*`/H&BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H MHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BN-^/GQGTG]G'X$^-O MB)KT5]-H7@/0;[Q%J,=FBR7,EM9V\EQ*(E9E5G*1MM!903C)'6ORT@_X/3?V M699E4^!?CY&K,`7?0])PON<:D3^0H`_7VBBB@`HKX`_X+D_\%R4_X(NV_P`, M"WPP;XD2?$AM5VK_`,)%_8XT\6/V/))^RS^87^V#LN-AZYXX#_@BK_P<>)_P M6!_:?\0_#7_A3I^'(_$VK6.AZ)I3"*&$9`&2>Y8A0!RQ(`!)`K^0/_@H1_P3L_:+^-O[?'QN\:>&OV=_CYJ7 MASQ?X^U[6]*NU^'FL*+JTN=1GFAD`-OD;HW4X/(SS7]67P\_9OU7Q;XRL?'7 MQ:O+'Q%XLTZ7[1HVCV>XZ!X08@C-JC@-/=!25:]F42'+>4ENCM&?:*`/R_\` M^"#7P<_:F_9Y_P""4/PJT/\`L?X?Z7]A_M<_\(?XVT+5_#>NZ7OUB^DQ<7.^ M?=YF_P`U/]"CQ'*@P^/,?Z\/[2WQH\'?\C/^SGJVJJO^LF\">,],UB)`.K8U M%M,E8=P%C+D=%SA3]"44`?`/_!3_`/X+2S_L<_L,>.O'7A7P'XWTGXBZ"+$: M7IOCGP#K,.C3--?VUO)YM[`JVA(AED956[5BRJ.3?L*^.?@J?%'_"&?\)I]@_XG(TW^T?L?V74+:]_U'FQ; M]WV?9_K%QOSSC!_,+]DW_@S<_P"&8/VI_AK\3#^T9_;G_"O/%6E^)O[-_P"$ M`^R_VA]BNXKGR?-_M)_+W^5MW;&VYSM.,4`?IX/#?Q[^/H_XF^M:+\#?#DO_ M`"Y:!Y6O>*)5[;[VXC-C:D\ADCM[H]TN%-=A\&?V.OA_\#/$4VOZ3HK:AXON MH_*N_%&N7J->W+/,(\DD1(RQ+G"HHXKU*B@`HHHH`*S?%7A73/'7 MAG4M#UO3;#6=%UBUEL=0T^^MTN+6^MY4*20RQN"KQNC,K*P(8$@@@UI44`?/ MZ_\`!*#]EM6&/V:_@"I!R"/A[I''_DO7T!110`445\L_\%C_`/@H+9?\$S_V M`O&WQ*,T`\2&#^Q_"UM+@_:]6N%98/E/#B,!YW7(S';N.N*`/J:BOS!_X(`? M\%H3^V9^P/IJ^.H?&7B;XE?#_4;7PQXAN]+T6?5[B_6<3-9ZA,ELLDB(8H62 M6:10#)$QS\X%?=E[^V)\/M(-Y_:FK:EH:6.O#PU))J^B7^G1O?G>5CC>>%%E M1@C%98RT3#:5<[ER`>I45Y_X>_:I^%_BV[U*WTGXD>`]3GT?5O[`OX[3Q!:3 M/8ZCR/L4H60E+CY6_=-A_E/'%>._%O\`X*U_"?X,?\%$/`_[.&MZK#;>*?&V MC7.IIJ#W,:6.GSJ^VWLY7)PLTXCN=H)!#1Q+@F9*`/J*BO*;#]J>T\::O80> M"_"?C3QI:2:])H6I:G:6"6%AHK1>69;B22^DMS<0*)"`]FMQN9'0?,K8;X>\ M*?%?QP^AWOBKQ!X?\%+9W-V^I:)X6!U1-1A8!;>,W]U#$Z[/F9S';QLS%<,H M4[@#?_:&_:#\)_LM?![Q%XX\9:K;Z5H/AG3;G4[EG=1+-'!$TKI$A(,DA5#M M1>2<`=:_-_\`X(H_\%@_'W_!;/X=?$KP;J4MO\./$'ANZDO)_$>A7D/]H0Z? M=7VZUMK2UF@="R6RW$#W3',96V;9(\K&/Z=_;'_X(N_"/]MK]G.Q^'/BK4/' M$"V*4U2/4O%-S!YKSO:/J6I174PMGG82F)"J@QQA0J+MKS?_`()Q_P#! MN3\'?^"7?[1\/Q,^&_CSXQW.K_V?<:5=6&L:IITVGZC;3`9CF2*QBD(5UCD7 M;(OSQ(3D`@@'W5X.^'^A_#NTO(-!T?3=(CU"]FU*\%G;I#]LNYFW37,NT#S) MI&^9Y&RS'DDFO)?B)XFU']J#QUJ7P]\*7UYIOA+19_LOC7Q'93M#-(^,MHUC M*I#+.5*_:)T(-NCA(SY[E[>Y\8/B+K7Q3\"--\-^'K&+3=&TN+R; M:WC);:,EF9F8EG=F+,[L2SLS,Q+,20#E_BKX9T_P5\)-!T?2+"STO2=*UKP] M9V5E:1+#!:0QZK9)''&B@*J*H`"@8```KT:N+^/?_(C6/_8QZ%_Z=[.NTH`* M***`"BBB@`HHHH`*^?\`_@I7_P`F[>'?^RJ_#C_U-]"KZ`KY_P#^"E?_`";M MX=_[*K\./_4WT*@#Z`HHHH`^?_\`@D[_`,HLOV:?^R5>%_\`TT6M?0%?/_\` MP2=_Y19?LT_]DJ\+_P#IHM:^@*`///VJ=`\<>*/V;?'FG?#75+70_B#?:%>6 M_AW4+H#R;*_:%A!(^588$FTY*MCT/2OS$_X(I^//'OBW]G;XW?"'PSXG^(GP M[_:+TG5)Y-8B^(<[>+-!\/23ZYJ$-UJ6E3&1FO90J3K())A!+>6H8J0T\DGZ MP?$;X;Z'\7?`>L>%_$VEV>M^'O$%I+8:C87<8D@O+>12CQNIZ@J2*\G_`&-/ M^">GPR_82T[7H_`=AK+7GB2\FN;[4M:U>YU;4)(WN9[B.V$]P[N+>)[F;8F> M2[R.7EDDE>8KX[[-)>=U?[O/N5.5X12W4K^5NM^_E^I^;_[)]C^TU^U)_P`$ M_?V9]3TO5?&'Q(TS0]5\<:A\0M1N_BMJ/@JZU]K:_O;73K634+(RW^W<7=(X MU,2_9HU=D7::K?%_]M#5/VB?`/Q"\=?#_P`9?%CPCX7^$/[/&D_$/P-IX\6W MZS+JLES>M))JCBX=M5(^P1V[+>M-&R^<=I,F\_H7/_P28^`C_#KPOX7M?!NJ M:1IO@MM3.C3:/XJUC2]1LTU*5YK^'[=;74=T\$\DC,\+RM&?E^7"KC6^(_\` MP3'^!OQ4F\,MJG@&UAA\)Z3#H%E::5J%YI-I+I<,T<\6GW-O:3117EFDL:NM MO02M=V6EWOVYD[=>ET>O?#CQ%<^+?`&BZ MI=0_9KK4+&"YEBP1Y3/&K%>>>"2*^>_V8_&>H>'/VF_VK(;/PCX@UZ-OBC8N M;BQFL4CC/_"%>%AL(GN8FW#`/"D88%*)--W1G3BU%)O4],_X6GKG_1-_&G_`(%:1_\`)U'_``M/7/\` MHF_C3_P*TC_Y.KMJ*"CB?^%IZY_T3?QI_P"!6D?_`"=1_P`+3US_`*)OXT_\ M"M(_^3J[:B@#B?\`A:>N?]$W\:?^!6D?_)U'_"T]<_Z)OXT_\"M(_P#DZNVH MH`XG_A:>N?\`1-_&G_@5I'_R=1_PM/7/^B;^-/\`P*TC_P"3J[:B@#B?^%IZ MY_T3?QI_X%:1_P#)U'_"T]<_Z)OXT_\``K2/_DZNVHH`XG_A:>N?]$W\:?\` M@5I'_P`G4?\`"T]<_P"B;^-/_`K2/_DZNVHH`XG_`(6GKG_1-_&G_@5I'_R= M1_PM/7/^B;^-/_`K2/\`Y.KMJ*`.)_X6GKG_`$3?QI_X%:1_\G4?\+3US_HF M_C3_`,"M(_\`DZNVHH`XG_A:>N?]$W\:?^!6D?\`R=1_PM/7/^B;^-/_``*T MC_Y.KMJ*`.)_X6GKG_1-_&G_`(%:1_\`)U'_``M/7/\`HF_C3_P*TC_Y.KMJ M*`.)_P"%IZY_T3?QI_X%:1_\G4?\+3US_HF_C3_P*TC_`.3J[:B@#B?^%IZY M_P!$W\:?^!6D?_)U'_"T]<_Z)OXT_P#`K2/_`).KMJ*`.)_X6GKG_1-_&G_@ M5I'_`,G4?\+3US_HF_C3_P`"M(_^3J[:B@#B?^%IZY_T3?QI_P"!6D?_`"=7 MF'QJ_P""D_PW_9K\1V^C_$;4]&\`:O>VPO;>Q\2>,O#6E7,\!9D$J1SZDC,A M9'7>>:01QPQJ"S.S'A5`!))X`%?R MP?\`!W5\=/"_[0G_``4C\%:[X/U!]9T*'X;V-E#J:6LT=EJ++JFJN9;29U5+ MJ#]X`)X2\3,KJ')1@`#^C;X'_M]^"_VGHM2D^&WV;XA1Z,8UU!O#7BKP[JRV M!DW>6)3;ZB_EE]C[=V,[&QT-<[XU_P""GO@WPAXXF\*6?A7QUXP\86KB.XT# MPG#8>(-1L6/3[5':7QVDX(_H>^'OPT\._"/P MG:Z#X4\/Z+X8T*Q&VVT[2;&*RM+<>B11JJ+^`H`^*_VYM;_:B_:^_94^*_@7 MPC\#[?P-IOC#P?J^C6Q\0:WINIZSJ;7-E-"MN;>"^BMK(OO"^>;JY"%RQB;9 MAOY]1_P:X_MU9_Y(;^/_``F?A_\`^3J_K\HH`^2?^&'_``.YS=?#S]HG4I/^ M>NH?+Z8#T\R;7V;'MG`R?6D_X8/\`A;+SGOO%ZW<[^FZ67 M5V=L#@9)P``.`*^MZ*`/Q+_X+E_\$`_%7[=2?"]OV>?A5X?^'TWAC^U?^$BE MUS5+6VEU;[1]B^S-YD,UPTK)Y%QDR$']Z,%LG'$?\$1_^"17[07_``1`_:D\ M2?&+XG>"[/Q5X-OO"%UX=OT\'ZM%J&HZ8LMW9W/VLV\GEF6)/LA#K&2X#[@K M;2*_>NB@#SOPY\=+SQGX?L=6TGP+XHU32]2@2ZL[RUO]'F@NH74,DD;K?%65 ME(((."#5[_A:>N?]$W\:?^!6D?\`R=7G_B/X:ZY^R_X@OO%'PYTVXUCPCJ$[ MWGB'P1;8WI([%I;_`$D$A4G))>6UR(YR2Z;)B_VCU;X;?$C0OB[X*L?$7AO4 MH-6T?4%+0W$61RK%71U8!DD1@R.C@.C*RL`P(`!D_P#"T]<_Z)OXT_\``K2/ M_DZC_A:>N?\`1-_&G_@5I'_R=7;44`<3_P`+3US_`*)OXT_\"M(_^3J^)?\` M@O'_`,%H>(M;+KHWAW2KXU76Y5!"M/+]L`VKDA( MHU2&)3MCC1>*_//_`()<_P#!J=_P[7_;J\#_`!J_X7P?&G_"%_;\:-_PA7]F M_;/M6GW-E_K_`+?-LV_:-_\`JSG9CC.1^OU`'$_\+3US_HF_C3_P*TC_`.3J M/^%IZY_T3?QI_P"!6D?_`"=7;44`<3_PM/7/^B;^-/\`P*TC_P"3J/\`A:>N M?]$W\:?^!6D?_)U=M10!Q/\`PM/7/^B;^-/_``*TC_Y.H_X6GKG_`$3?QI_X M%:1_\G5VU%`'$_\`"T]<_P"B;^-/_`K2/_DZC_A:>N?]$W\:?^!6D?\`R=7; M44`<3_PM/7/^B;^-/_`K2/\`Y.H_X6GKG_1-_&G_`(%:1_\`)U=M10!Q/_"T M]<_Z)OXT_P#`K2/_`).H_P"%IZY_T3?QI_X%:1_\G5VU%`'$_P#"T]<_Z)OX MT_\``K2/_DZC_A:>N?\`1-_&G_@5I'_R=4=_^TGX!TGQ_P")_"]YXP\/V>O> M"M&A\0Z]:7-XD)TC3Y3*$NIF8A4C_<2$DGY0%+8#*3R<_BOQ1^T]8-'X/U#4 M?!/@BXCTW4M/\9VS6ES<^)K65?.ECLK>0/\`9XRA1#<7"!\E_+BQLFH`I^._ MVL]>M-;'AOPS\*_'FM>*+Z"^2VF`TZ71])N8($D5=1NH[PK;;FF@`C)\YUD+ M)&RJ[+X?^T/_`,$TOA_^WE8:+??M$_!WQ[\3/$VGV<,4TMKXI?1M'BF5,.]K M80:WLA5F+'DNYR-SM@5]A?#[X9>'?A1I%QI_AG0]*T&SO+V?4;B&PMD@2XNI MW,DT[A0-TCN2S,?'G@W5= M>L1IVH./%JW\5S")%D`,5UJ\L>X,HPX4,`6`(#,#]*_\+3US_HF_C3_P*TC_ M`.3J[:B@#S/Q7K+>/+6"WUSX/^(-9@M9UNH([X:+<)#*N0LBA[P@.,G##D9- M?S\_'/\`X-QOVXOBU^V]X@^.FGV/PK\,>)=4\5OXKL$T_7XXDTJ<7'GPA`(- MI,9"?,02Q79>!/BIXXD\$:,WB;X9^((?$C6,!U>/3;_3);*. M[\M?.$#R7BNT0DW;2RJQ7!(!XK7_`.%IZY_T3?QI_P"!6D?_`"=7:.XC0LQ` M4#))Z`5X7XA_X*!>!9]J,VG2V/F%3=W10@3^;L62* M%QB(;'=1,`L0!^DGP>LY/@AX'M]!T3X9^/##&[W-S=75]I,UYJ=S(Q>:ZN)3 M>YEGEPP!U/_"T]<_Z)OXT_P#`K2/_`).KMJ*`/(?BWX]U76_#VEVM MSX)\3:3#)XCT/==W<^G-#%C5;0C<(KJ23D@`80\D9P,D>O5Q?Q[_`.1&L?\` ML8]"_P#3O9UVE`!1110`4444`%%%%`!7S_\`\%*_^3=O#O\`V57X%__`$T6M?0%`!1110`4444`%?/W M[&__`"<5^UA_V56Q_P#4(\*5]`U\_?L;_P#)Q7[6'_95;'_U"/"E`'T#1110 M`4444`%%%%`!1110`4444`%%%%`!117X!S?\'RR+,RQ_LP,T>2%9OB-M)'8D M?V6<'\30!^_E%?*'P"_X*^?#/]H+X$^"O%F@6OBKQ-KWBS0;'5[KP]X.T.^\ M3/HEQ<6\+#(00I^6NM_X7M\=_B.?^*2^!]CX1M9. M!>?$3Q;;VDRK_?6STM;_`'YZA))X&P?FVD;:`*/_``4Z_P""G/@#_@D]\`M+ M^(WQ'TOQ9K&BZOKT/AVWM_#MI;W-W]IEM[BX4E9YH4"!+63)WYSMX.>/G#]@ MC_@YX^`/_!1#]JSPO\'_``7X3^+FD^)O%PNS8W&N:5I\-BOV:TFNY`[PWTK@ MF.!\80Y;`.,YKS#_`(.$/^":/[6'[?G[&'AG0-"U?PO\3==T_P`:VNJOX7\/ M:3:^&K*QMUL;^)KDW.HW\DDSHTR1X$B!O.9O*^4;?A'_`((S_P#!#7]L[]@; M_@I)\.?BYXD^!<B4`%%%%`!7._$OXI>&?@OX&OO%'C#Q%H?A+PUI81KW5=9OX MK"QLP[K&IDFE943+NJC<1EF`ZD5T5?F#_P`'1/[2_@VZ_P""3'QL^'=CJLFM M>+]NAR7MEIEK+?+HB+K>GRAK^6)6CLPX3""=D,C,`@;L`?9O@W_@I=^SE\0_ M%NFZ#X?_`&@/@EKVN:SL?$GPY97MNQ(6X@DU.V21"00<% M20<'O7]N7A#P9I'P^\,6.AZ#I>FZ'HNEPK;V6GZ?;);6MI$O"I'&@"HH[!0` M*`/&M-_8WNOBSJ5OK'QOU^+XCWD$JW%KX9AM39^$-)D4AD*V)9S>2H0I$UZ\ MI#KOB2WSM'O*1B-`J@!0,``<`4ZO%/\`@H%^V[X7_P""=7[)'B_XM>+8YKO3 MO#-NI@L(9`D^JW4CB."VC)S@N[#+8.U0[D84T`>UT5X1X$_X*0?!_P")_P`* MK7Q9X;\61^)UN-$L-?DT3P_:S:YX@L[:]$?V(CXBL_!GPWCM;G3)+-=-U7QCK$>G:9K4!=$M]7FN3(OV:]E8 MYN+2,]Y8$DMF89)/F2C`\EL];\4_@Q\4/&WA3QHL'Q)^SWUS,+SPM8Z39C0X M+4Q0R^79WMW_`*5/)#+*T9FFA6*0"/\`=JH+*WXB?"3_`(-8OVOO`_[:&B_& MKQ%XR_9R\<:Y;>*D\5:M;ZUJ6I7<.MS&Y\^<2J^E%9)B=LR M#>WS$HYK33O$UNQGL)I`\^E74;F. M>VD(QDHZG#8&Y2C@885\C?\`!*?V\?V+_&FJ:M9'3;K5;Q(I$BE#VME,TDSFXG,DSE9,`*&99'%>?_`/!"O_@F+^U/ M_P`$8K+Q=HWCC5_A3XV^$.MF36[W3_#>I:K>:UIEY%;-F:RMVL$6=IA'%$\. M0S;(BA!0K(`?K)7C/Q'^#&N?#GQI??$#X7PVYUJ_83>(_"\TPM[#Q>JJ%\U6 M/RVVHJJA4N/N2JJQ3Y4136_IG@/QQIOQ,\&:7XAT6XDNM)UFUCO+262"2!WC M=0R[HY%5T;!Y5U#*<@@$$5M4`?D"_P#P>H_LLAB/^$#^/S>H\9^'^?\`R>K^IK_@GU\+==^! MG[!/P1\$^*++^S?$O@_P!H.AZO9B:.;[+>6VG00SQ^9&S(^V1&&Y&*G&02.: M`-[X(_LS^%_@-)J%YIL5]JOB;6MG]L^)=8G^VZUK17.WS[AAGRU);9"@2&+< M1'&B\5Z)110`4444`%%<-\1/VC/`_P`+?$?]AZUXDT^'Q-)ID^LV_A^V+7NN M7]G`&,LUMI\(>ZN`NUA^ZB>#=(2Y;6%\6>'/L&A1>([R35_"NIV=M:6K^7D M->#]0U(:7#K;6< M&L6[W,=A,J-%=-$'WK"XEC*N0%/F+@\BO&OV,O\`@J]\+?VW_C1\;/!7A34( MX[OX*ZTNEWMU<3H+?58"NUKR!NAA%PD\602,)&^<2J*`/I^BN/\`$GQY\#^" MX]0;5_&GA325TFT2_OFO=7MX!9V[LBI-+N<;(V:1`&;`)=0#R*YW5?VV?@]H MD^I0W/Q4^'JW.BZ1!X@O[=/$%K)<6FG3F(07CQ*Y=;>0SP;)"-K>='@G<,@' MJ5%?G]_P6C_X+:>$OV`/V-O$&L>"=>L=5^)VM6=I%X3@-E+/:EKQ!)'>ERGE M/&EN6E`W$,PC4C#&N_\`V%?V]O&W_!3O]D/2/'?P[TG0?!"ZQIEFI\0:SC5K M9-3!"ZE;Q:=#/%-MA<2)&\\L1<['\MHR"X!];:KJUKH=@]S>7%O9V\9`>6:0 M1HI)"C+'`&20![D5Y#XP_:^6/P_>ZMX)\#^-/B%IN@ZE=6.N7.FV#6HL5M8A M),]NEP$EU%CS'$MA'.))08]Z$'&V?V4?"OB'7K[4O%RWGQ!FN-:@U^R@\3.N MH66@74"2)`UA;.OE6IC$LF'1?-);+.Q52/3Z`/Y<_P!D?Q?^V1X=_P""TUO^ MTK\1OV0?-BMH#&T4%=:TDS MM')B0>7'>V\I@+379*%6@)S`;=5B_?P^'/$7[;8\[Q!:ZMX1^#\G,.A3I)9Z MQXS3L]\.)+2Q8<_9"!-,"!/Y2>9;2>QV_P`,_#=KKVE:M%X?T6/5-!L9-+TR M\2QB%QIUI(8R]O"^W='$QABRBD*?*3(^48`/#/!_["`^+'A?2]0^/?B#7OBA MKUS:Q3:EX>OM0"^$[&X*`RV\6G6\<%O=PH^Y5>]CFD(YR,[1]!>'/#>G>$-# MM=+TFPL]+TVQC$5M:6D"PP6Z#HJ(H"J!Z`5H44`%%%%`!1110!Q?Q[_Y$:Q_ M[&/0O_3O9UVE<7\>_P#D1K'_`+&/0O\`T[V==I0`4444`%%%%`!1110`5\__ M`/!2O_DW;P[_`-E5^''_`*F^A5]`5\__`/!2O_DW;P[_`-E5^''_`*F^A4`? M0%%%%`'S_P#\$G?^467[-/\`V2KPO_Z:+6OH"OG_`/X)._\`*++]FG_LE7A? M_P!-%K7T!0`449HH`***,T`%?/W[&_\`R<5^UA_V56Q_]0CPI7T#7S]^QO\` M\G%?M8?]E5L?_4(\*4`?0-%%%`!1110`4444`%%%%`!7R!_P56_X+2_"S_@D M!'X%;XF:'X^UIOB$U^--7PS8VMR8OL?V;S3+]HN8`N?M46W:6S\V<8Y^H/B+ M\2=`^$/@V^\1>*=:TSP]H.FIYEU?ZA<+;P0@G`RS$#))``ZDD`9)K\7_`/@X M]_8B_:'_`."RJ_!O4_@K\%=>OO"_@DZV!?:WJ^GZ%>Z@+O\`L_9,+&]FAFAA M/V9MGFXE8[]T4:B-I0#ZM_85_P"#G#]FO]N_XCZ]X>T^3Q;\-O\`A'=#DUZZ MU3QZNF:3IK0I<6]N8TF2]ES*7N8\(0,@-@Y&#](?\-US?$AO+^$_PQ^(7Q($ M@_=ZM-8_\(YH`'9_MFH>4T\9[/9PW.<],`D?DO\`\&S'_!$?]H+]@S]OWQ%X MZ^-WPKL_#?A[_A"+O3M*OI]9TG5&BU)[[3W3RTMKB:2-_)BN/WFT`#UFN+.QAMY'B9U5C&7C8J65201D M`\5ZE7E=W^U=HMP]U'HOAWXB>(KBQ\0+X;NHK/PG?0""X.[?+YES'#$]LFT[ MIXW:,$J-Q)`ITWQ2^)6M3R+HWPK%BMMX@&G22>)_$]K8I)-)L]1N](FNK&7S(X[ MJUF>">(GU21&'H1A@2K`GY`_X*Z_&7]I[X$?L(^,]7^'&FPZ]\0-3UAM)T#3 M?`_@[4O$&H"PN(W02NR29MYHE#RFX\EX]Z11[09`P_-__@UGU3]K#]CKXW:K M\(_%OP'^)&C_``U\>7G]L3ZEXL\.ZMHEIH5S%$1/+%.UFT1EFB5!Y9X+:-2U=MX`_:G\+^+M2\/:/J[7?@7QAXG^U_V?X6\3F&QUB[^R MG$YAB$CK.JC#;X'D0H=P8CFO3*`/A+QK_P`'+7[$7@#Q?JFAZC\=+%K[1KJ2 MSN39>&]9O[K^`/^"KWP;^.WPZT/7OA1K& MJ?%VZ\40R7&DZ)X8TV5]4FC2>2W:2XBN!"+"+S89$$U\T$3%#ASD9_F*_P"" MF'_!,;]H_P`;?\%'_P!H#6M`_9Z^-FL:'K'Q(\17VFW^G^!=3N+2]MI=3N7B MFAD2`H\;HRLK*2"""#BOZ(/^#;KX$:Y^SQ_P1U^%'A_Q9X/U3P1XO$FLSZQI MVK:2^FZD)&UB^,3W$4BK)N-OY.TN,^7Y>/EQ0![2?@O\4OVDAYOQ+\2-\/O" MLO3P=X(U&1+RZ0_PW^LA4GY&,QV*V^T[@9YT->N?"[X2>%_@AX,M_#W@_P`/ MZ/X9T.U9GCLM-M$MX0[68Y9B2223FMG5]:M=!L&NK^ZM[.U0JK3 M7$JQQH68*H+$@20K,IE=(0;43DRMLP"&V@'T=IVOV6LW5_;V=[:75QI MTE,:2B.0`Y1S')&^UL';(IZ,#6'X_^-?A/X67MM9Z]X@TW3]4U M"WN;FPTPRB34=32WA>>86MJF9[EDBC=BD*.V%.!7\U/_``;U?\%7O&'B_P#X M*SZ[H_Q%^(&O:1HW[2&NRWNJ0V#0);WFM.LHM("\J22P0OYA@46K12;OLH\P M)'BOZ3?A+\`/"?P2T>SLO#VDM$UC#)!'>WUW/J6HR))(97$EY$]#T^&YUC3] M)KFVL;>TN3&FQF(,US*ZF>1`0H&[];*S]?\`$5CX4T*\U35+ MZUTW3-/A>YNKN[F6&"UB0%GDD=B%55`)))``'-`'P_\`\$!O^"?OQL_X)F_L MJZS\+?BYKGP]\0:?9ZL=0\,W/AF]N[E[>&8$W%O-Y]K!A5E4.A&\DSRY(`45 M]X4U'$B!E(*D9!'0BG4`%%%%`!1110`4444`>6_$'X%7]CXRU#QI\.[S3=`\ M;ZQ+8QZQ)J7VJZT[6K.W8@PR6R3)''.8F*I=*AD7;&&\R-?+.]\*?C+:_%2V MO(Y-(\0>%]7T^[N+2?2==M!:WF(7"&>,*S1SV[;D*SPN\9W8W!PRKVE<+\6/ M@5I/Q/N[76(_+T7QOHEG>6V@>*+>R@GU'0&N83%(T/G(Z,I&TF*16C8HA925 M4@`[JBOR*^/W_!QAJ/[*O_!8/PC^SSXBL;'Q1X7T738?#_BW6-%MHX9M8\07 M=O;R036T,DQ6VCCF/DM%)<$)]HE+N3$M?I#JVK?&#Q??ZA;Z+I?@OP3:Z?KD M<-MJ&M23:[)JVFKO\Z46MN]L+>1R(_+W7$F`S%T!4(0#U2OGO]MC_@IA\*/V M%_@;XB\:>*O$VGW?]B17D<.G6#FZN+R]MXXV^QDQ!Q#(SS6Z9EVJIN(MQ&X9 MZZ/]EBWUS4X[OQ?XP\=^-I+'Q`?$.EQ7FJ#3;73&4KY-MY&G);1W,$>U2JW: MSG<"Q))K'_:-_P""=?P7_:M^!+?#'QIX#T^X\!R:HNLR:-I5ST626;]W')M0-1_L ME_\`!#?]EW]ACXT67Q"^%?PSN/"?B[3X)K:&]C\4ZS=J8ID, MCH<$*PPR@CZVH`YCX9?"/PQ\&/"ECH?A30=+T#2].A-O;V]E;K$L:&1Y&'') MS))(Y)))9V8Y+$GS7QC_`,$T?VUS6KF2]U#4=0\# M:7=7=[/(Q:2665X"\CLQ)+,222237LVJ:I;Z'IEQ>7EQ#:V=I$T\\\T@CCAC M4%F=F/"J`"23P`*_FL_X+K_\%4OVJ/$O_!1WP3+\,[SQ!H7@'P]K0?X3W7A2 M&ZN=.\=7'RQ->)(T2IJ3OYI@,:+)"JR-&ID#O)*`?T>?#3X7>&/@MX&L?#'@ M[P[H?A+PUI8=;+2=%T^+3[&S#NTC".&)51-SNS':!EF)ZDUT5>,?L`?M#:Y^ MU'^R1X+\8>*[70-)\:7UBL?B32M(O'N(=&U).)[60.JR0S(<>9!(-\+EHRS[ M=[>ST`>+_M\_!'Q/\>_V2/B)X7\!V7@B3QWXHT*31M,N?%,9.G6YE8`R2E8) MV/E`M*B^4ZF6./(`R1^//_!*O_@V3_:5_8%_;*T+QKXGU[]GWQ=X!U"-]'\9 M>'WO]0O%UG2IF1I(_)FTT1R/')'#/&KLJF6WCRP%?O=10!RNE?!3P;X?DW6/ MA'PS9-]ABTS,&EP1_P"B1!%BM^%'[I!'&%3[JA%P!@5TEO;QV5ND,2+''&H1 M$1=JJHX``'0"IJ*`/BG_`(*E?\$-OAC_`,%=?&GA76/B7XT^*FD0^#;*6STW M2_#NI6-O8QM*X>6,8.? M=_C7\;O"/[-OPLUKQOXZ\0:;X7\)^'X/M.HZG?R^7#;ID*/=F9BJJJ@LS,JJ M"2!6UX5\4:;XZ\,Z?K6BZA9:OH^K6T=Y8WUG.L]O>02*'CECD4E71E((8$@@ M@B@#4HHHH`**SX/$.GW'B"XTF._LY-4LX(KJXLUG5KB"&5I%CD>/.Y4=HI0K M$8)C<#[IQ:N;A+2!Y)&6..-2S.QPJ@XF_,_\`X-%?V4?C9\//@;J/ MQ`^)20P^`-:TU;/X?66L12S:O8VSS&>>6S9WQ:6%PS;S&$S.ZQR_*J*9?V>H M`****`"BBB@`HHHH`****`.+^/?_`"(UC_V,>A?^G>SKM*XOX]_\B-8_]C'H M7_IWLZ[2@`HHHH`****`"BBB@`KY_P#^"E?_`";MX=_[*K\./_4WT*OH"OG_ M`/X*5_\`)NWAW_LJOPX_]3?0J`/H"BBB@#Y__P""3O\`RBR_9I_[)5X7_P#3 M1:U]`5\__P#!)W_E%E^S3_V2KPO_`.FBUKZ`H`8WRFESD5Y_^U-X@\<>%?V; MO'>I?#32[37/B%8Z%>7'ARPNB!#>WZPL8(WRRC!D"C!9<],CK7YV?\$@?VX? MBY\=OV2OBY9:'\0)?BK^T!X?U::-_`OQ*TP^'M0\!W5QJMW$6U">&)/.M$AV M3FV@AW0F"6W1UWQ10S'7FMNDGZW[>A3C91;ZNWIIU/U1%*>:_(C]DS_@H'^T M)^UC\%_@'X5U+XI7'A+QCXRT#Q_XF\1^*]%\/:9+<7,FC:F]E96<,5S:O:I; M@R*TA$/G.L$8WQEV=F:Q_P`%8_C/\+-5NIKAI[6Z>ZAEDCLO+LG11:O%*#(M#L=(N["QUN.6:R/V[4+*V82K%)&[;4N6(VNOS*.W% M?B9^P!_P=4_&3_AMNVM/%FA?!+0_"?QN^)&CW_C/5)K6^LX]#@>UTK1IYX9I M;XQP1QVEA'*6F#@/YK$["%4<6G8F,E*-T?TU45\YS_\`!7+]E^"4JOQ]^%%P M%Z26WB2VN(G_`-V2-V5OP)K/E_X+%_LSI*RCXN>'Y0I(#PPW,L;^ZNL15E/8 M@D$<@T%'TY17Y(_\%D?^#G?P5^RE\"8=-^!4EUXJ^)GBGS(;+4-2T"]L],T" M)7:W$B.!O*1P2M%N"N3\CR`'ZWU]>SK!;64$:EY)99'(5$15+,S$``$DX%?+:_M&?%OXA] M?B'^R]\*K>3^%-7N/&EV%]G,FF1(^/\`9E53Q\X&3\X_\%6?$W@KPI^P/\8H M_''[67B[QSXFUCP-KD.C>&=&U'3K*"^N6L)U1?L6DVZW4EJ'*^:;F62)4)\U M@A.0#OOAO_P?;173 M,%`4!?+F8B.9@X0_ZHS?37CK]K236?%]_P"#?A3H:_$7QEITIMM2G%R;7P_X M:DX)%_?!7`E`.?LT"S7'*[HXT;S!_#@%W-Q7]A1\2Z=^Q)I7ASP=\+?VEO`] MU82Q30^'?!/BC1]-U*+RX4,C0V]QIKV+VZ=!Y]VTJAI%#,2XH`^BOAU^R2A\ M:6/C3XE:Y)\2/'FGOYUA/7W_\`P4.^*>O65FWQ"\+Z5X'\(ZKH4T&J#X>>+=(\1>(=.NY, MJDWFO>0M`8TY\NVM;X[SQ+AI:OK.C^-=?DCACMX5EADFMK_4I]J)&LMR9!'N=C(BL[$`U/^"`/_!6+XI?\ M%%_V";JPM=)\,^)_BM\+FL]&UC4O$GB22QCUA)6F,=W(L%M<3!_)C4$LH$TB M2G_B/X8?$OQI)XAMYOBC#X7T^ZOK>71)O"WAFWBU/3;9-WG0W$VH/>V M]RTA*X=;:'8$P%))-?F-_P`$?_VHOV$?A5X$'C[]F7X;^)/#WQ1\7:>=+USP M=_PD=_,^G;9%?^$(\"^*EM+5U_N7NK;H[R[]U@6SB8$K)%*.2`'QCUOX7ZOXR\2^#;>Q\ M>?M`>,KK6H=5O?"=AK,U]8^'[F(-Y45U(\T>GZ;"HD+&"9U>4`,(IV5:_"GX MV?\`!LQ^V3XZ_P""B5FVK:EHNJ:M\0KBY\9:G\1["XECTG1KPS>=.)72*-XK M@32+Y4<<8WYS&`L.?!S]L"_P#@=X$\ M*^$_VBHKSP;XVLM/M--OO%]\D9\*^*+Y8TCDN8-0B58+(_#6G>+]*FL-4L[ M:_L[B-XI(9XPZLKHT;CGU1V4^S$=Z\UM/@#KWPFTVWC^&_BJ^L]*T71)K#3O M"FO2?VAI,ER9'EBG>Z=7U!,%S'@3O&L:H$B&P9Z?_AI'X=_]#YX+_P#!W;?_ M`!='_#2/P[_Z'SP7_P"#NV_^+H`_-#_@K7_P<2:M_P`$U?VM?@K\-]4\)VZ7 M3O;:U\34L+J+4[;^SKB(Q>1ILI\N5G24RR9N(;9V^S0_+YQZ?--"2VM5"JD4$*O9.XB MBC5(T#.Q"HH+$\U]W?LFO\*_V1/V%8HR(TVQKMC7"1H#D@D@'81_LJ>#M1U_4-2\16EYXXN+[6HM?M MHO%-T^L6NB7<2R+"^GV\^Z&R*++(`T"(Y#?,S8&/2JXK_AI'X=_]#YX+_P#! MW;?_`!=4]:_:J^%_AO2+K4-0^(W@.SL;&%KBXN)M?M4BAC4%F=F,F`H`))/I M0!Z#17YU_LS_`/!SK^R_^TE\2OB!X=CU[6/#[>$KK9HD]YIL\[^-;8!5::P@ MA1YF?S-V("GFF/9)M_UBQ>O?\-A>+OVA?E\.^(/AY\$_#$G(U;Q-J]EJWB6Z M0]X=.AG^S6N1RKW$\S#.'M5(Q0!](?%/XP>%?@=X0N/$'C+Q)HOA?0[=E22^ MU6\CM8`[?=0,Y`+MT51RQX`)K\8?^#G_`,7_`+1'[7_[**:E\(_#GCJV_9S\ M.Q?;?.C-I%WKKJ^Z.Y\B:1;V6PA`5B'M8HPV)=TRA6A_3#X6?#?X"_#?Q MC;^+-0\=>'_'GCV%65?%?BSQ-;:IJL&[[XMBS"&R1L#,5G%!$2,[,UZ__P`- M(_#O_H?/!?\`X.[;_P"+H`_.S_@A=\,?VY_@O_P3_P#"NF^.'^&]]8I$LOAO M1?&=QJ%OK^D:<5_=6MQ/#'($4#!CC='DB0A&P`L"_P#P=VW_ M`,71_P`-(_#O_H?/!?\`X.[;_P"+H`\KU/\`:>^-WAO3;B>^_9JUK4VMXF;R M]`\;:3=&5E!)"?:7MB5./E.`QR,JM?B5^S9_P<]_M*:W_P`%;]4A\1?#WQ/K MW@G7;QM!G^$^C:5)=:QX<@MFD)EMD""62^B'F--O`64!E(B"1&'^@G_AI'X= M_P#0^>"__!W;?_%UYKX:\*?LW>#OVC]?^+VES_"ZS^)7BC3X=+U3Q#%JEJ+N M\MXB2BD^9@$Y`9E`9Q'$&+".,*`=+\*?VYO@_P#&[Q&-%\-?$;PI?>(.`^A2 MWR6FL0D\`26,VRY0D]-T8Z&O6J\?^*^O_`7X]>'_`.R/'-[\(O&>E'(-EKLV MG:C;G/!_=S%EY^E>4#]GCX&>$SYGP]^,VM?"F5?]7'X8^(H;3H/39IE[)AR`!0!];T5^0O_``6\_:U_:9_91_8DUJY^$/QL\`?$W2KY'L]UL M;6U\:>&K1MH^U6[6EP+>4,-RO)':(\`/F+_?BX/_`(-1?^"FGQ"\??!G7/AW M\9?%'A]?"'A:TCE\%ZSXDUI;76;R+S#'):PK+_Q]VL.W_6[LP$I%\ZL@B`/V MVHKBO^&D?AW_`-#YX+_\'=M_\71_PTC\._\`H?/!?_@[MO\`XN@#\TOB3_P9 M[_LZ_%SXEZYXP\0?$S]H34/$7B34I]6U&]DUS2-]Q!O!&C:+)JFJ:Y)I%C!9-J6I2))>Z@8HU0SSLBHC2OMW,51068X4#B ML3_AI'X=_P#0^>"__!W;?_%T?\-(_#O_`*'SP7_X.[;_`.+H`[6BN*_X:1^' M?_0^>"__``=VW_Q=?+'_``6._P""CNJ_LQ_L)>*->^!_B+X?^(/B=()"5DGL[1=YO+B)?G6$X7`9VW",QN`?;E>+?$+]L*R@\9W_@[X^L--N%@TOP_)UQJ>HD-%:$`@F$"6Z*G!?BE\3/$4G[/\=Q=:OKE_J?BY=(O9M3G)D-K%>,IO)8YI&:2:"" M:$`L7:0!VBN/WL^'?Q*^#OPD\'6'AWPOXD^&_AW0=+3RK33M-U&SMK:V7KA( MT8*.22>.22:`.5TS]C^^^+^J6^M?'+7;;Q]<0RK<6GA6TMVMO".DNI#(?LC% MFOIE(!\Z\9P&4/%#;G(KV+6_`FA^*-2T>\U/1M+U&[\.W1O=)GNK2.:33)S$ M\)E@9@3$YBDD3"=8?X?_$CRTB?6;2U6>UUJ-/N6^IVA*K> M0CH#N2>,%O*FBW-FO\,_VI)E\:6?@?XF:/'X"\?7A9-/C-UY^C^*-H+,^F79 M"^:P4%FMY%CN(P"3&8]LK=?_`,-(_#O_`*'SP7_X.[;_`.+KGOB;X^^#/QG\ M$WGAWQ3XD^'NN:+?!?.M;O5K5TW*0R.IWY21&`9'4AD9592"`:`/5J*^0=4_ M:QLOV(--N+S5OB-HOQ.^$>GQM-/J,NO6]UXI\)0*,LTP#;M4M449+C_35"\K M>,Q9?)?V:_\`@Y[_`&8?VDOB3X\\.V^K^(-'D\+W@BT&2XTJ>>3QO;X"F:R@ MB1I0WF;OW4BJ_E;)#@>:L0!^C%<'\;/VE?!/[/&GV$;KQ)JB!-2 M\1ZOXGCU37-3`Y"S7MQ*\S1@DE8@PB3.$1!Q0!^:O_!QC^Q'^TY_P5)^!>G^ M+O`7ACQ1HO@7X?1/>K\/=1U"(ZUXGE).=0CT^VC<"5(B0D4UR\Q4L%@AD+K- M[A_P19_X)3_M&?L7?L.:'X;\3_M`>(/"NIW4KZG%X1@T;3=7T[PR)<,;7S;B M-Y6."_ M_!W;?_%T`>9#X!?'RR^>W_:$TN:3ILO_`(=VLL./]V*YB?/I\^/8U'>?";]I MRRM9&T[XV_".ZN&0@+JGPIO)(P<<8,.N1%>>I.\?[->H_P##2/P[_P"A\\%_ M^#NV_P#BZ/\`AI'X=_\`0^>"_P#P=VW_`,70!_-U^RK^QU_P4(O/^"[7BR%? M%WB#PG\5E8W7C+Q]-`EYHQT6=BD7A7@`"Q&!S'^_=O\` M\$V_AGXBF2X\?Q^)/C!>!@[-X^UF?6[)G'(==.&=-\':);Z;I.G MV.E:;9IY=O:6=NL$$"_W410%4>P%:%<5_P`-(_#O_H?/!?\`X.[;_P"+H_X: M1^'?_0^>"_\`P=VW_P`70!VM%<5_PTC\._\`H?/!?_@[MO\`XNC_`(:1^'?_ M`$/G@O\`\'=M_P#%T`=K17%?\-(_#O\`Z'SP7_X.[;_XNC_AI'X=_P#0^>"_ M_!W;?_%T`=K17%?\-(_#O_H?/!?_`(.[;_XNC_AI'X=_]#YX+_\`!W;?_%T` M=K17%?\`#2/P[_Z'SP7_`.#NV_\`BZ/^&D?AW_T/G@O_`,'=M_\`%T`=K17% M?\-(_#O_`*'SP7_X.[;_`.+H_P"&D?AW_P!#YX+_`/!W;?\`Q=`"_'O_`)$: MQ_[&/0O_`$[V==I7D/Q9^-?@WQ;X>TO3])\7>&=4U"X\1Z'Y5K::K!--+MU6 MT8[45B3A02<#H":]>H`****`"BBB@`HHHH`*^?\`_@I7_P`F[>'?^RJ_#C_U M-]"KZ`KY_P#^"E?_`";MX=_[*K\./_4WT*@#Z`HHHH`^?_\`@D[_`,HLOV:? M^R5>%_\`TT6M?0%?/_\`P2=_Y19?LT_]DJ\+_P#IHM:^@*`.?^)/@6'XF>`= M:\/W-]K6F0:U:2V;W>D:A-IU_:B12OF07$++)#*NWT5L$MXXXRPEOIWDE*[I)) M&($<8CAC^FL9-''%+9W^02U7+YW^9\=:-_P1<^'_`(*^$'@7POX5\;_%'PCJ M7P]_M^'3/$^EWNGG67M-:GDGO[.4S66R6GBOP_:2B6#3[[[1!-)M4^:IEM MW@G9+B53*00!];'^='2FM'_7G_F_O?<)7D[O?_.S_1?EFAU#4[?:KP;]9M+,6L%PRL8UMKVV M7S9(R!>R;@1[%X-_;S\%7WB:T\-^-(=;^$OB^^D$%MHWC2V73OM\O_/.SO%= M[*];@_+:W$K`#)`S7LVJ:;;ZSIUQ9W<$-U:74;0SP3('CF1@0RLIX*D$@@\$ M&O#/%?[.4WPB^'=QHWA;1;/QM\+=-\/RV*_"V_M(;S^T)?M+3#[->WLVV--D MCQBVGW0!8[=(VMD0[@#B/^"K&A_LH_M!_"&Z^#W[2GQ"^&GA-=;MUU+3H]<\ M5:?HNL:>V7CCO[(W+AE96610^UD;#HP92RG<_95^/?[*_P"S_P#LP)HOPC^( MWPAC^&OPWA@L9O\`A'O$UEJ$.GO,6\I9GAD=FN+AUD*[LR3/NQN8FOYS?^#J M;PGX$\`?\%%_"^B_#^&ZTNPT[X>Z:NHZ%-J,UU_PC5Y)>7\QL5B>61+15AE@ M?[/"5B7SBRK^\+-]%?\`!F5J/PU\-?$'XVZIXP'AD^,8GT&W\'I>B)]4GF:' M6)+F/3HV_>/,8HEW"(;MHP>"<@'[?)X\^*W[4GR>#[&^^#_@68X/B77M.4^) MM3C_`+UCIDRE+('M+J"-(,$&SP5DJOKFM?!__@F_\/O%WB*2+4M1UNSL%UGQ M-=PB;7_%6J6ZE@+N\D)>?[.A#_O)62V@4,`8HUP.FAG^(7[1.CPLL.I?"CP9 MKVA3QW$5RD:^-+.\>5T1XVCDFM+51"JR`MY\I,P#);O&<]U\/?@[X;^%IN)M M'TNWBU/4(+6#4M6E'G:IK/V:!+>&2\NWS-=2K%&B^9,[/@=:`/Y>?V7?^"Z? MB+Q;_P`%[+GXS>(O%GB+P=\.OB=KUOH&KVMG+!BTT&.=!8PR^:DB)'$8X7G> M$+(RFZ",AF8G^H3X2_!3PK\"?#4VD^$-#L=%L;R\EU&Z$(+27MU*09+B>1B7 MFE;`S)(S,0JC.`,=910`5\L?\%8_^"4_@/\`X*R?LW2>"_%F[2_$&DF2[\+^ M(H8]]QH5VR@%MN1YD,FU1)$2`P4$%65&7ZGHH`^"_P#@AQ_P0^\+?\$B?A)/ M=7EQ9^)_B]XIMEB\2>((`WV>&,,'%C9[PK"W5@I+,H>5E#,%`1$^]***`"BB MB@`HHHH`\9_;O_88\`_\%$_V:]:^%_Q&TV2\T/5,3V]Q`VRZTF[0,(KNW?!V MRIN;&00P9E8%68'\_/\`@E3_`,&P-G_P3TU'4/'%U\5-3_X7);7]U%X?\0:+ M86TEEIFG-OB6-[:\AD#R3PG]\5*LF\QQ2C!E?]::*`/GT?%SXW?`H;?'7@/3 M?B?HD?WO$'P]S;7\:]WFT:[E+!0/^?6[N9&)XA%=W\$_VL?A[^T->7EEX5\3 M6MWK6F*&U'0[N*33]:TL'I]IL+A8[JWSV\V-<]J]'K@?C9^S)X!_:+M+./QI MX4TG7IM-8OI][-%Y=_I;GJ]K=(5GMW_VXG5O>@#KM4\1Z?HEWI]O?7]G:7&K M3FULHIYUC>\F$;RF.($Y=Q''(^U7MPD%O;H.K.[D*H]R:_FT_P""]?[#O[96@_\`!1WX:V>A:]\0/B!X7NM7 M%M\&[VRU*YGGT"?=Y_V::XD=I5O8Q&9'NIY"TD4&_P`P+$4B_;?]E7_@GOY' MPS\(ZY^T1$OCIXNT+2?`?B&(1:CX*\$6*RQW:!E<1W.JWT333`.J.KVU MO9.K*O)QS]2@;1@<#L*=0!^3/_!+;_@UE\"_L"_MDZ]\4O%'B)/B!#X>U,3_ M``XLIHBITF/"LMW>#`62[CH-';+BWG"2` MQ%6"L\:R=H=:\U4H]CXG\51GM:HP$FF6S#_ELX%VX) M\M+;"3,`;WQ*_:9O-2\:WW@7X6Z7;>,?'%FPBU2YED9-#\)%E#!M0N%!S-M* MLMG%F=PT980Q/YZZ7P8_9EL_AKXBN/%FO:I=>-_B-J,!M[WQ+J,2K)%"2&-K M90`E+*T!"XABY?8K2O-+F4]C\-OAEX?^#O@NR\.^%](L=#T73P1!9VD01%+, M6=SW9W8LS.Q+.S,S$DDUT-`&/X/\#Z+\/M,DL=!T?2M#LIKJ>^DM["TCMHI+ MB>1I9IBJ``R22.[NV,LS,22236Q110`4444`%%%%`'$_M`_`/PC^U+\&/$?P M]\=:/;Z]X3\56;66I6,V0LR$A@0PP5=6575E(9656!!`-?F?_P`$MO\`@UE\ M"_L"_MDZ]\4O%'B)/B!#X>U,3_#BRFB*G28\*RW=X,!9+N-RR)L_=C8)>'95 MA_6:B@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH` MXOX]_P#(C6/_`&,>A?\`IWLZ[2N+^/?_`"(UC_V,>A?^G>SKM*`"BBB@`HHH MH`****`"OG__`(*5_P#)NWAW_LJOPX_]3?0J^@*^?_\`@I7_`,F[>'?^RJ_# MC_U-]"H`^@****`/G_\`X)._\HLOV:?^R5>%_P#TT6M?0%?/_P#P2=_Y19?L MT_\`9*O"_P#Z:+6OH"@`HHHH`****`"OG[]C?_DXK]K#_LJMC_ZA'A2OH&OG M[]C?_DXK]K#_`+*K8_\`J$>%*`/H&BBB@#\;?^#MH>-='U&VGU+3)TC\@6LEZH*QQ+;K M`8(,1HEM;D@%Z_2^B@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`**** M`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`/P-_:=_X-%? M$WQ8_P""HR^(-%\=7[?!#QE>S^(M?UC4=1-UXBTF_P#D1K'_`+&/0O\`T[V= M=I0`4444`%%%%`!1110`5\__`/!2O_DW;P[_`-E5^''_`*F^A5]`5\__`/!2 MO_DW;P[_`-E5^''_`*F^A4`?0%%%%`'S_P#\$G?^467[-/\`V2KPO_Z:+6OH M"OG_`/X)._\`*++]FG_LE7A?_P!-%K7T!0`W=@U\4_\`!=W]O[QM_P`$[OV) MIO%W@:SAM]5U>^.COXBNM-DU&U\*^9;3O%=20+PS/.D5O&9#Y2RW$;.)%4QO M]K%?FKP7_@H]^S5X\_:P_93\4>"_AWXZL?`^M:YIM[I\G]I:5'?Z;K$%Q:36 M[VER,>="C>:&$T#!XW16*RJ&B?.5]+=U^:NGY&E%QY_?VU_(^:/CO_P5+^(' MPM\`_L[V=CXB^%.JZU\5?[$O"VM_$'08-+TR%F^VVEAILT=TWF2/; M+)F9X[!=:U'2](NT MO/%<^LQ6IDU73Y1?2Q6=O#)?VVVVE6Y=UBFS,C%0/6O@G_P3,^('[)G[-WAG MP)\(?C%H?@S['<:Q>:_:W?@*'4-"U2?4IGG8VMHEU!<62VSN1;HMVZ+&`LB3 M'##@?@Y_P0)T?]GVTLO!WA7XB7"_!ZZUWP]XJ\0>'=5T,7FK:MJFCK'Y4D6H MK<1I;P3R6UK)-$;60YB<1O$LFU=H\OM+RVNG^*YOPNE]]CGU]E9;V:_#1^K= MONW[_H:IRHKY^_8W_P"3BOVL/^RJV/\`ZA'A2OH$#`KY;_9E^$OA7Q[^TW^U M9=ZYX9\/:U=1_%"PA2>_TZ&YD1!X)\*D*&=20N68XZ9)]:DT/J2BN)_X9N^' M?_0@^"__``1VW_Q%'_#-WP[_`.A!\%_^".V_^(H`[:BN)_X9N^'?_0@^"_\` MP1VW_P`11_PS=\._^A!\%_\`@CMO_B*`.VHKB?\`AF[X=_\`0@^"_P#P1VW_ M`,11_P`,W?#O_H0?!?\`X([;_P"(H`[:BN)_X9N^'?\`T(/@O_P1VW_Q%'_# M-WP[_P"A!\%_^".V_P#B*`.VHKB?^&;OAW_T(/@O_P`$=M_\11_PS=\._P#H M0?!?_@CMO_B*`.VHKB?^&;OAW_T(/@O_`,$=M_\`$4?\,W?#O_H0?!?_`(([ M;_XB@#MJ*XG_`(9N^'?_`$(/@O\`\$=M_P#$4?\`#-WP[_Z$'P7_`.".V_\` MB*`.VHKB?^&;OAW_`-"#X+_\$=M_\11_PS=\._\`H0?!?_@CMO\`XB@#MJ*X MG_AF[X=_]"#X+_\`!';?_$4?\,W?#O\`Z$'P7_X([;_XB@#MJ*XG_AF[X=_] M"#X+_P#!';?_`!%'_#-WP[_Z$'P7_P"".V_^(H`[:BN)_P"&;OAW_P!"#X+_ M`/!';?\`Q%'_``S=\._^A!\%_P#@CMO_`(B@#MJ*XG_AF[X=_P#0@^"__!'; M?_$4?\,W?#O_`*$'P7_X([;_`.(H`[:BN)_X9N^'?_0@^"__``1VW_Q%'_#- MWP[_`.A!\%_^".V_^(H`[:BN)_X9N^'?_0@^"_\`P1VW_P`11_PS=\._^A!\ M%_\`@CMO_B*`.VHKB?\`AF[X=_\`0@^"_P#P1VW_`,11_P`,W?#O_H0?!?\` MX([;_P"(H`[:BN)_X9N^'?\`T(/@O_P1VW_Q%'_#-WP[_P"A!\%_^".V_P#B M*`.VHKB?^&;OAW_T(/@O_P`$=M_\11_PS=\._P#H0?!?_@CMO_B*`.VHKB?^ M&;OAW_T(/@O_`,$=M_\`$4?\,W?#O_H0?!?_`(([;_XB@#MJ*XG_`(9N^'?_ M`$(/@O\`\$=M_P#$4?\`#-WP[_Z$'P7_`.".V_\`B*`.VHKB?^&;OAW_`-"# MX+_\$=M_\11_PS=\._\`H0?!?_@CMO\`XB@#MJ*XG_AF[X=_]"#X+_\`!';? M_$4?\,W?#O\`Z$'P7_X([;_XB@#MJ*XG_AF[X=_]"#X+_P#!';?_`!%'_#-W MP[_Z$'P7_P"".V_^(H`[:BN)_P"&;OAW_P!"#X+_`/!';?\`Q%'_``S=\._^ MA!\%_P#@CMO_`(B@#MJ*XG_AF[X=_P#0@^"__!';?_$4?\,W?#O_`*$'P7_X M([;_`.(H`[:BN)_X9N^'?_0@^"__``1VW_Q%'_#-WP[_`.A!\%_^".V_^(H` M[:BN)_X9N^'?_0@^"_\`P1VW_P`11_PS=\._^A!\%_\`@CMO_B*`.VHKB?\` MAF[X=_\`0@^"_P#P1VW_`,11_P`,W?#O_H0?!?\`X([;_P"(H`[:BN)_X9N^ M'?\`T(/@O_P1VW_Q%'_#-WP[_P"A!\%_^".V_P#B*`.VHKB?^&;OAW_T(/@O M_P`$=M_\11_PS=\._P#H0?!?_@CMO_B*`.VHKB?^&;OAW_T(/@O_`,$=M_\` M$4?\,W?#O_H0?!?_`(([;_XB@#MJ*XG_`(9N^'?_`$(/@O\`\$=M_P#$4?\` M#-WP[_Z$'P7_`.".V_\`B*`.VHKB?^&;OAW_`-"#X+_\$=M_\11_PS=\._\` MH0?!?_@CMO\`XB@#MJ*XG_AF[X=_]"#X+_\`!';?_$4?\,W?#O\`Z$'P7_X( M[;_XB@#MJ*XG_AF[X=_]"#X+_P#!';?_`!%'_#-WP[_Z$'P7_P"".V_^(H`[ M:BN)_P"&;OAW_P!"#X+_`/!';?\`Q%'_``S=\._^A!\%_P#@CMO_`(B@!WQ[ M_P"1&L?^QCT+_P!.]G7:5Y#\6?@IX-\)>'M+U#2?"/AG2]0M_$>A^5=6FE00 MS1;M5M%.UU4$94D'!Z$BO7J`"BBB@`HHHH`****`"OG_`/X*5_\`)NWAW_LJ MOPX_]3?0J^@*^?\`_@I7_P`F[>'?^RJ_#C_U-]"H`^@****`/G__`()._P#* M++]FG_LE7A?_`--%K7T!7S__`,$G?^467[-/_9*O"_\`Z:+6OH"@`HHHH`** M**`"OG[]C?\`Y.*_:P_[*K8_^H1X4KZ!KY^_8W_Y.*_:P_[*K8_^H1X4H`^@ M:***`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`H MHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BB MB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`****`"BBB@`HHHH`**** M`"BBB@#B_CW_`,B-8_\`8QZ%_P"G>SKM*XOX]_\`(C6/_8QZ%_Z=[.NTH`** M**`"BBB@`HHHH`*^?_\`@I7_`,F[>'?^RJ_#C_U-]"KZ`KY__P""E?\`R;MX M=_[*K\./_4WT*@#Z`HHHH`^?_P#@D[_RBR_9I_[)5X7_`/31:U]`5\__`/!) MW_E%E^S3_P!DJ\+_`/IHM:^@*`"BBB@`HHS10`5\_?L;_P#)Q7[6'_95;'_U M"/"E?0-?/W[&_P#R<5^UA_V56Q_]0CPI0!]`T444`%%%%`!1110`4444`%%% M%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444 M`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!1110` M4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`'%_'O_`)$:Q_[&/0O_ M`$[V==I7%_'O_D1K'_L8]"_].]G7:4`%%%%`!1110`4444`%?/\`_P`%*_\` MDW;P[_V57X'OV`+_P`%Z,WA/Q1\0O&GCR_AM]+\/:$88[F2 MV^V6EK/<;YW2/*M>0JD8;=++)&OR)YDT57XW_P#!6CP'\#=3L[>\\)?$S5%M M_"EKXY\3M::-%;/X$T:YF$4=UJD-W-!/&VX3%H(8YKA%MIF:(!03,?>7,MKM M?-;A9K?^MO\`-'U43BOG[]C?_DXK]K#_`+*K8_\`J$>%*]YL[V/4;2.>%UDA MF0/&ZG*NI&00?0BO!OV-_P#DXK]K#_LJMC_ZA'A2JU6X)IZH^@:**,T`%%&: M,T`%%&:,T`%%%%`!11FB@`HHHS0`449HS0`449HS0`4444`%%%%`!111F@`H MHHH`****`"BBB@`HHS1F@`HHS10`4449H`**,T4`%%&:*`"BBB@`HHHSB@`H MHS10`4444`%%%&:`"BBB@`HHHS0`4444`%%%%`!1110`4444`%%%%`!11FB@ M`HHS10`4444`%%%&:`.+^/?_`"(UC_V,>A?^G>SKM*XOX]_\B-8_]C'H7_IW MLZ[2@`HHHH`****`"BBB@`KY_P#^"E?_`";MX=_[*K\./_4WT*OH"OG_`/X* M5_\`)NWAW_LJOPX_]3?0J`/H"BBB@#Y__P""3O\`RBR_9I_[)5X7_P#31:U] M`5\__P#!)W_E%E^S3_V2KPO_`.FBUKZ`H`****`/SU_X+\?LK:W^TS\+/`?_ M``CGP<\3>._$.@>(+&XTGQ=X-U^+3?%?@6X;4;)6FM$E:)7CD@\[,K3%()(X M)7CV(T\/D/Q1_P"">'[2?_"`^)-,UC19OBEXK^-WP(TCX7^(?$=OKEG#'XJ0QO=7VJ:C*L>@^&;2.:WB:6ZQ+'+-+(]S&D5O"0S`3.6"PD- MH?\`!2C]JCXO?LC?!W6/BEX+_&EU\3 M='C\8^,[/4-#_P"$;^)^O^'K6[L(O#6AV1E>UTR_@B\S[5:7:%Y8_-98DR2@ MCJ6^_:0^,WQ6^$GC'Q#X!LO`>@-X?\82Z`,`@RSKB3YKU3_`(+2?&JT^%G[,6I0_"/P_(OQ8\7:1X=\9^*X M]06;0-*%YJL]@MM9PI<>?]O=+6662!V?[`3'%-YDC$+6LI)=6X_^36M\NAA" MT8>[LD_PO?\`(^OQ_P`$U/AT?^9C^/W_`(?7QO\`_+:D_P"':OP[_P"AB^/W M_A]?&_\`\MJ\L_:W_P""A/CSX=_M.:;\+/`MKX-@U#Q5XIT3P;I>K:Y97%Y# MI=W-87NJ:C<3P17$#7*I9Q6210I)"?,N&9Y=N$KQKXD_\%F_B+HGP"^'^KJ_ MPM\!7MYJGC#0/%OC#Q-IEY<^%[?5=`::**RMHUO+=XY=2DB9X%EN695CD15N M''$\WX?Y)_JOT-.5W4>]K?.]OR?W'O7[5/\`P32M7_9?^)"_##Q+\?$^);>% MM3'A)F^.OB_"ZO\`9)?L1/GZL8?^/CRO]:/+_O?+FN^_X=J?#L?\S%\?O_#Z M^-__`);5Z'^S%\4=9^-G[._@?QAXA\,WW@O7O$^A6>J:CH-Z&%QHUQ-"DDEL MX958,C,5.Y5;CE0<@=\6Q53BX/EENB(24X\RZGS]_P`.U?AWG_D8OC]_X?7Q MO_\`+:A?^":OP[(_Y&+X_?\`A]?&_P#\MJ^?_P!F?_@K!XD_:0_;5C\-VVJ? M#O2?`E]XL\0>%[#2-3\/ZY9ZOJ"Z4#$;BSUHAM*O;AYHY)6L%6.6*W96\QRI MS#^T-_P4&_:"^&O[-NB_&?0-/^#W_"`WLQ:*SU*QU1[S5EFUB2*U2:]$T=EH MUL-,5))-2NWEA\]L&*,,BM,9)J+Z.WXJ^I5GS./5:6^=OS_SV/2/#O\`P35M M?^&H?&#:AXD^/K?#7_A%M"&@K_PO3QAD:N+O6/[3/&K>=S;G2?OGR^#L^;S: M[[_AVK\.O^AC^/W_`(?7QO\`_+:OG_XM?\%4_'?@[]H#QU=:=8^"%^$WPK^( M/AGX=ZY9SVES<:[JUQJRVWFWMM=I<+;P1V\E];`0O;RM*(9B9(BR@6O&'_!1 M_P"*WC;4?A?X5\`0_#G2/%7Q'T7Q7XV74M?TN\U#3[;1=-N-FGP"VANX)6N+ MF.>U+SF4(FR5EB?;_TG7_@A'67(M_\`@V_/0]V_X=J_#H'_ M`)&/X_?^'U\;_P#RVH_X=I_#L_\`,Q_'[_P^OC?_`.6U?&'P2_X+V>+?CGI- MK\2K?2?`VA?#/2_$?@WPKJ_AJ\M[F7Q)>3:_:V\AO+:\%PD*1P2W:[86M)#- M':3L)8R0$_4Y.E:RC)+7H[?@G^31,9I[>O\`7W'R%^RK_P`$U+5/V7_ANOQ0 M\2_'Q_B4OA;3!XM9?CKXPPVK_9(OMI'D:L(?^/CS?]4/+_N_+BN^'_!-3X=_ M]#'\?O\`P^OC?_Y;5[%\2O&+_#KX>:[X@71]8U]M#T^>_72](@%QJ&I&*-G$ M%O&64/,^W:BE@"S`9'6OCO\`8%_;H_:`_;A_9]^.%U-X%^'/P^^*G@/X@WG@ MW2]$U;4+B[T_2(X8;.0M>SVS2?:YHA<2DB`PI,41`T()D&:=VTMTK_*Z7YLI MJR4N[M\[7_0]B_X=I_#O_H8OC]_X?7QO_P#+:N!\1_\`!-6U'[4'A!M/\2?' MS_A6O_"+:Z->7_A>GB_<=7-WH_\`9AYU;SN+<:M]P^7R-_S>56#^R1_P4-^( M'QN^-UQ\.]03P+X@O?#WCK6?#NH>*-"L;FSTK7+#3]+BGE>U@>ZN&MYXKZ\M M+67=/.H,CW,E]/J*6MO8Q7&J3`:E:+%/!)=:I!##!9E95DC+E4JNJ7=77FK7_((N^W> MS];V_,]X'_!-7X=_]#%\?O\`P^OC?_Y;4?\`#M7X='_F8OC]_P"'U\;_`/RV MKQ']DC_@J!XZ^-__``3?^%_Q:\3:'X5T?QKX[\7S:%>Z?:1S-865M:ZK>)=E M`TY9I4T^QN&#&39YH#$;/DKS/P3_`,%K/B1X;^#=M\0O&WAOP3JFD^/OA'KW MQ8\(:+H-M=VMYI2:9)&?[-OKF6:9+IG@N8&-Q%#;A7CE'E$%32;LY+^71^MN M;\4G]P[.]NM[?CR_F?71_P"":GP['_,Q?'[_`,/KXW_^6U<#^SA_P34M4^'F MH#XB>)/CX^O_`/"4^(C:;?CKXOXT@ZW?'2!^YU8)QIGV(<_O./WG[S?5C]@3 M]MWQ=\:/C3XH^&OQ`O\`P'K_`(BT?PKH'C6TUCPA87%A82V6JQ3$6TD$UU=, M)8G@+"43;98YXF$<>#N^ML9JI1<7J1&2EMY?YGS^W_!-3X=K_P`S%\?_`/P^ MOC?_`.6U+_P[3^'1_P"9C^/W_A]?&_\`\MJ\$_X*%_\`!53Q)^SS^T_J'PY\ M(:IX!\-+X1\,67B77-6\7^&M)O%OCS3OA:OPWM-/\``:Z,=2U/6=+U77I(%FMKB]U!K6RT M]DEU&46[6`@MT:%G:60EV)2.HY[PY^E_UL6U:7*][7_!/\F8OQ@_X)IVA^(? MPK_X1/Q)\?$T!?%,Y\:`_'3Q?\VD?V+J@B`\S5M__(3_`+,/[G]YP<_N_,KO MO^':GP['_,Q?'[_P^OC?_P"6U?,?@_\`X*G_`!D^.'P\^!^B>%['X3^'_B7\ M1/"WB3Q5K5[?QW&N:-:0:/(MNL$=K;7D4T,]S-)&7CEN&>SV31.LTJ$#TK]G MS_@J!XI_:-_9OU[XF>#_`(:7OC(6_A7PU=:/X4TB58]1OM=U.,RS6TEU,ZPQ M6L2W%B6F9!Y48GE;>-J!_9K;O;JCU+_AVK\._^AC^ M/W_A]?&_'_E6H'_!-;X=CKXC^/W_`(?7QO\`_+:OC_\`9W_X*_\`QP_:K^"? MP5M=#TGX6^$_B?\`$;2/&7B35YM3TV]U'1],M=#OGLXK6*WBO8I6EGD:(-.9 M]B".5EC?K;_^0F-3/[[]YR,?N_+KOA_P34^'1_YF+X__ M`/A]?&__`,MJ]_SFOB[X3?\`!1GXF?$C_@KKXB^!6I?"]?!GP]T[P7J.OZ+J MNL3`ZMXFFM-3@L&ND2.5EMK)W:;RUDC,DJ+',"JR!*S6LE!;M-_I_\`#M/X=Y_Y&/X__P#A]?&__P`MJX#]JK_@FI:O^R_\2%^%_B7X M_)\2V\+:F/"3-\=?&&%U?[)+]B)\_5C#_P`?'E?ZT>7_`'OES7G?Q'_X*'_' M/]G;XVZQ\/O&$/P=\3>*=3\$W7B;3K/PO9Z@(O!]X^I6]AIEM?RS7)>^AN9+ MM`LJ0V+,UM-MC`.4[[]K']K#XX_LU_M5?#^S:U^%EU\+_'GBO3?#-E:RVNH1 MZF\4T9%W>7&JR21Z?93)*T2VUB8YY;WYDC<.2$=](R_F=EZWM^?^>P-ZR7\J MN_2U_P`CT0_\$U/AWG'_``D7Q^_\/KXW_P#EM1_P[5^'>/\`D8OC\/\`NNOC M?_Y;5XC^QW_P55\?_''XU_M.67Q'^&`^%OAOX*Z+I/B'1M+OY@^O36-W:WMS MYNH&.5XHI'BMHW$"J&@+LCL[+FJ<7_!3CXT:9^W;^S?\(]:^%>GZ/X;^)FG3 MIXD\7768H=2U6+01J)&GGWAV,L2@-$7-J+]?\.U/AWG_`)&+X_?^'U\;_P#RVK@?#G_!-6U_X:A\8-J' MB7X^_P#"M?\`A%M"&@K_`,+T\7Y&KB[UC^TSQJWG\-PUO-' M$_A_8^'TLQXG^)OBJ'PWI]U=:#?\`B"/34$,US<7']FV#+=WSB*!D2"%T M9I)D);`(/)_!?]N7XC?&WX+_``DD\-W/PA\6^./'JZ_/G03I M'F.>,7MA+]LDL$GBFCF>#,\>';:X(RNF^VGY,):-)]=?S7Z'I'_#M3X=#_F8 M_C]_X?7QO_\`+:N`_95_X)J6L?[,'PW7XH>)/CZWQ+7PMI@\6LOQU\88;5_L MD7VTCR-6$/\`Q\>;_JAY?]WY<5XYJ_\`P55^,GP;^&WQJTSQIIWPOUKX@>`] M?\,>%="N].L+_0[&XU'698[5GGTR[N)+Y[&VG9WCO%>.._CC;R=FQW'JG[-/ M[?OC[X@?M'7/P=\2Q>#[[QCX-\9ZEI'B34])TRYL[/4-)@T>&_@N;:VEN9GM MYC+?V,3J\TRC;+C[Z[&M;M;)7^ZU_NN@D^6U]V[??>WY,]./_!-3X=Y_Y&+X M_?\`A]?&_P#\MJ!_P34^'9/_`",7Q^_\/KXW_P#EM7SO^SO_`,%9_C-\7/B? M^TMINI?L]ZS9WGPMM?#EQX*\$0W4"^)M:&KFX6!]1F,[6UHK!()9%P#9QF;S M#*8^?]T_25D%I;&UU.[M%52 M\DC$[8%W-N(9MQ``(`KE=K^2?WZH<[P=GWM\[7_+[SF?$7_!-2U_X:@\'MI_ MB3X^CX:?\(MKHUY?^%Z>,-QUC_P!F'G5O.XMQJ_W#Y?(W_-Y5=]_P[5^' M7_0Q?'[C_JNOC?\`^6U?0#?>KXO_`."E7_!1CXD_L@?';X+^$_!OPR&K^&_' M?C30=`\2>,M7D"Z9I<.I7KVRVEI$DJ33WI6*9RV#'`!"7$GG`+"?O1CU;27J MQ='+HDV_D>H#_@FI\.S_`,S%\?\`_P`/KXW_`/EM1_P[5^'6?^1B^/W_`(?7 MQO\`_+:N!_;<_:S^,7[)GQ4\,:LO_"JKSP#XI\8Z'X/T7PNMO?7'BKQ(U[*( M[F>.Z\Z*"W>`,TH@%M!^Q/9_&+P);_#*RTN*WUK M6KXZCX>UC7;J>Q2>9='@MK&REC9FFC\@W%W).D<`,DOE>6#L.9*#F]D[?=9_ MK_3''6:@M[)_U]QM?LW_`/!-2U3X>:BOQ$\2?'QO$'_"4^(C:%?CKXOXT@ZW M?'2!^YU8)QIGV(<_O./WG[S?7?'_`()J?#O/_(Q_'[_P^OC?_P"6U?/NC_\` M!5_XJ>)?VW?V:?A[_P`*ITK0?`?Q@TJ6XU;Q9+K$.JVNH7RZ#_:KV^C2VTVV M>VA,D*->LK13$RI&H\O>:'_!1S_@K9\6_P!DS]FCXE>./A_\*['QLOAOQ1?: M7::M=9AT;P]IM@;&UN;C4&,Z27%Q)J%Q/'#!;["T:,Q/[AS)IRM247N[_@TG MZ;_J*-Y67=)KYW?Z/\MSZ2/_``34^'0_YF+X_?\`A]?&_P#\MJX#XO\`_!-* MT/Q#^%9\)>)?CZN@CQ3.?&H/QU\7_-I']B:J(@/,U;?_`,A,Z8?W/[S@Y_=^ M96+_`,%%O^"D'Q,_9+^,GP/\,^$/ABNK>'?B#XOT#0O$OC+5I`FEZ7%J=ZUN MMK:1+*DT]X5BFO= M3O'\NTT^![F9O[J(I9C^0-?GW^PE_P`%A?$?[24FJ>*/$NH?#NS\)W7@2^\? M6/AQ?#^NZ)X@TVTBG?RQ'=WBM8ZU`L`59[FS,0BG.WRR"#6?M%KY:OTU?Z,O ME>_]?UJ?27_#M3X=D?\`(Q_'[_P^OC?_`.6U<#\'_P#@FI9CXA_%0^+/$GQ\ M;06\4P'P4!\=?%_RZ1_8FE"4'R]6W_\`(3&IG]]^\Y&/W?EUQ_CO]M#]HSX- M_$3X(W/BC3_@ZOA3XH:GH6A3V$%EJ=O=)+`%(Y/,)"(-/\`!4?P8\1>.O%7@+2[&SL[G^WK&31; M6[F2_GO3<-;RQW#:==`PI;(8EEA/FR;6S4GRW3Z7_"W^:%'WDFNJNO/1O\DS MZ:_X=J?#L'_D8_C]_P"'U\;_`/RVH'_!-/X=D?\`(Q?'[_P^OC?_`.6U>!_M M:_\`!3CXS_LWW/[,^D6_PKL;\_%#6O"VE^.O%ET#!H>CS:K/Y+V5A!]H^T2W M.8[ALDLENH@+^89@%[WQU^UI\8O@G^W%\-/`_BG_`(53JWA[XN>(-4TW2/#G MA^WOF\0:-IEI9/<+J]S>2S"*9-T:I+$EG&L3742K/*5R]B[M?-6O^=_QV M)YER\WDG\GM^0O[57_!-.U?]E_XD+\+_`!+\?4^);>%M3'A)F^.OC#"ZO]DE M^Q$^?JQA_P"/CRO]:/+_`+WRYKOS_P`$T_AV/^9C^/W_`(?7QO\`_+:O?E.6 MK@OVE?BMKGP5^">N>(O#'@G6_B1XDLTCBTKPWI4T5O<:K=2RI#$C32D1P0AY M%:69\B*)9'(;;M,RE;5EQ5W9'GI_X)K_``[V_P#(Q?'[_P`/KXW_`/EM0/\` M@FK\.S_S,?Q^_P##Z^-__EM7D_[#?[9/QU_;M_X)M^!_B;I5K\)?!7C[Q!K. MH6^O2ZQ;WUUH^@6-GJ-W;.\5K%.LEU-LMT7:UW!'N=Y-X"B)H/V(/^"B7Q,_ M;1\'6QT;1?`O?MQ>ZMM&U^\@U:33M)O+>0--)!I]T+2\F88N'"[` MCMM+/4M).'5?CI?06RN^]OG>QT/AW_@FK:_\-0^,&U#Q+\?#\-/^$6T(:$O_ M``O3QAD:N+O6/[3/&K>=S;G2/OGR^#L^;S:[X?\`!-3X=Y_Y&/X_?^'U\;__ M`"VKY;U[_@J=^T)\'_A?\?+/5/AMX3^*OQ%^$[64-D?#%M<>&;&-I-.N+N]N MKZSU*Z>Z33;8VDPAO@RIJ):..!5)9Q[7\.?V_P#Q;XI_9H_9W\92^&8=9UWX MF>"I?&_B+2-"L9)KF:W@T07[V_#_-'=?\.U/AU_T,?Q^_\`#Z^-_P#Y;4A_X)J?#H?\S'\?_P#P M^OC?_P"6U>.?L$?MS_M`?MQ?L^?'"ZF\"_#KX??%3P)\0;SP9I>B:MJ%Q=Z? MI$<,-G(6O9[9I/MDT0N)21`84F*(@:$$R#U+_@GC^U;XJ_:97XJ:3XJD\+:S M=?"_QG/X33Q+X8LYK+2?$7E6\$TC16\MQ9"W(R45V=[?W M5+Y.W^:_JXFTM^[7S5_\F1JPA_P"/CS?]4/+_`+ORXKOO^':GP[_Z&+X_?^'U\;__`"VK MZ`SC\*_/_P"(G_!6/Q&?V^-8^'.@:M\.O#OA7P?XQT7P9J/_``D_A[7)#KEU M>6ZW,_E:W:AM/TZ<+-%%;VUW&S7,L5Q*E>2@MW_`,!?JAO1.3/H`_\` M!-3X=@_\C%\?O_#Z^-__`);5P/B'_@FK:_\`#3_@]M/\2_'S_A6O_"+:Z->7 M_A>GC#)UC_P!F'G5O.XMQJ_W#Y?(W_-Y58O[3/[8GQXT7X6?$KQQ\.;?X M96OA/X>Z[K%E+-JWA_6->U*\BLK:"*.**RL98MYDU+[4LMRTL<=M!&KM'(%D MD'F_QO\`^"O'Q0TS3-5U?PCH_P`,;2Q^&/P?TGXM^-+6YN9/$"ZP+UW9M-TR M^L[F*",)!;7#+>,MPDC20XBV9O-,\*6-LXL[>VL[33Q-=7^J3RR@+%%-!?#$0 M5G(MX%&^3S:X7XM_\%&/V@_"7[#7PC^/6DZ;\'5\-^*/!_A_5]8T^]LM4:6_ MU74#`\\'VL3)::'I\<#RL+^^EN$5]B.HRI>HQ;T_P_BFUY]`WLUK>]ODTG^9 M](_\.T_AV/\`F8_C]_X?7QO_`/+:N!_9O_X)J6L?P\U$?$3Q)\?'U_\`X2GQ M$;0K\=?&'&D'6[XZ0/W.K!.-,^Q#G]YQ^\_>;Z^M[2;[3:QM\OS*&^5MPY'8 M]_K4DK^7&3@G`S@=31)\MV^@HVEJNIX#_P`.U/AW_P!#%\?O_#Z^-_\`Y;4B M_P#!-;X=D\^(OC]_X?7QO_\`+:O'/V(?^"CWQD_:Y_:%_:.\&ZI\)])^'5U\ M-]-T6^\%Z'XBOVAU*\748+R6%]5FMS<+;^8((6,,<+26^]T;S67-4?A[_P`% M"_BYH_[2/B+X.^*)/A?XQ\6:+K'A.QFU_P`+:3>V.E6,FI-//J&G2V\MY<2& MZ@L;.>:.3SD!$T+/"H!5S5-1?6UOG_6HY^[S7^SO]R?]6.^^.G_!.BUT+0/# M6I?#G6OC->>)M'\;^%=3:'5?C%XGU2S?3[?7]/FU+S;:_P!2DMIE%A'='8Z, M20-@W[:^M`'?`OB3P;XFL_$&JZ3HWA;3]03 M7ELK"U,]FL%_>2QVFJ:GVL$$4$V874.ZJ)C[RBU]I-KY7O\`D_\`APE[MT^EK_.UOS1] MB44450!1110`5\__`/!2O_DW;P[_`-E5^''_`*F^A5]`5\__`/!2O_DW;P[_ M`-E5^''_`*F^A4`?0%%%%`'S_P#\$G?^467[-/\`V2KPO_Z:+6OH"OG_`/X) M._\`*++]FG_LE7A?_P!-%K7T!0`444'F@#Q'_@HC^R!_PWO^QEXZ^$3>(O\` MA%#XTM(K8:M]@^W?8_+N(IMWD^9'OSY>,;U^]GMBO-_VL?V`/B-^T'^T_P## MOQ]I'Q0\$V>@_#"U:;1/"/BCP'<:]IL6L-E?[8VOXVO]]D?/6C?LI_$CX;_LY>%/"W@?XLZ;X= M\8:'J\^LZMK%QX034-)\2275S/AF_L()_L0T[['(9C_YMGG? M[*'[/&F_LE_LU>!_AGH]]J&I:9X%T6UT2VN[Y@UQ MB$Y%&>U'7\:JU6UFAEEGOOM0%Q:12W=W-';K!"^945YW5`#T/Q[_X)P>- M?BO\#[+X2:+\9%\._"&^\&6G@?Q!H$_A&WOKJ>TB"12W&GWHFB>TN9K<-$3< M+>1+E66(,"6^N30#Q4Q2BN5;::>BLOP_K0IZRY^NNOJ[O\3X5^-7_!&1_B)X MT\86^@_$:'PW\.?'VLZ'XHUKP_<>'#J-[_:ND6\4-F]O??:X_+MF:UL7EA>" M1W,#A)8A*=O;?&3_`()G:GK=I\)=0^'/C^S\#>+_`(3^$KWP/:W^J>'3KEA? MZ7=VL$$H>U%U;LLZ/:V\L<@F(4JRNDJM@?6G0T,-U'3EZ?\``M^6GH&TE);I M6_7\]3X#LO\`@A-X=M_&G@"WNO$GAC5?A_\`#NW\/0:7:WG@#3_^$LM%T?$D M=M%X@C9)EL[BY1)IX9(96),B)+$CD#[\5>,4=NM`/)JW.3T?>_S)C!+;M8&& M0?0U\>0?\$R_&7@GX"_M&>%?`?QDD\%^(_CYXVO_`!;%XDA\.&>?PO%>16T, MUM#&+M#)+Y<#A;@/&4,H94#(#7V'G<>M`6L^57N^JM\FT[?>D7S;>3O\_P"F M?+?[&/\`P3^U_P#9AU;0SJ?BCP%<:/X-\)R^$?#&F^#O!-QX=ATN&>>*>YN) M?M.I7_GSR/!"QB?M,:/\`%#XJ_%B/XGZ]X,\/WWAG MPU):^%HO#\D5O>W$@_YLCE232ZV_"W^2/DS]DO_`()=0?LS_!?X5^"K[QE_PE&G_#/5/$6K M%AI)LO[4FU62]QP)W\KR8K^X3JV\D-\F,5S'[-W_``2(U;X"MI<<_P`5_P"T M[?X?^!M2\`?#B>V\*P6]]X:L;V=96GO&GFN(-0ND6&UC#?9X(BL+[HF,A(^V MFY:D4]_G>_P"9\L?\$\/^"9&E_L,^)?$WB::[\$WW MBSQ1I^GZ/+AXBEFO_"\>M:=>VBVL-G'IMU;M/'.R+;V\`$L%S;R;XPV=I9#]&8W&@?-[ M5G%A\!?#S_@BIKOP-^$7PRL?`WQ>L=+\=?#>W\5: M4NNZEX/.H:?J.GZ_=R74\36*WT3)-#)Y!CE%P5S$V^-U?:OV#^S'\`='_95_ M9\\%_#?PZ9I-%\#Z/;:+9R3D&6:."-4#N0`-[8+'`QDFN\"G%"C!JM4N5;?Y M7?ZO[QR]Z7.]]?QW#/->#:U^Q=-J'_!0^S^/D/B:.WFL?A[<^!$T1]-,BEIK M^*\%V9Q,O"F+9Y6SG.=XZ5[R6'X4OWJFWO)]5>WS33_!L.EO3\&G^A\*?L[_ M`/!*'XE?"OQ%U\=>+=6'PXN;#Q'XFNK2<3V=L]Z=8 MFABM;=DA2*%+79''%M4`LS'TK]I3]@_QK^U)\2X[;Q-\7?M'P='B/2/$Q\(G MPK`FJ6T^G2)<16UOJL,,-GU!G!HSS3B[6MT::\F MK?Y(F44VWWT?X_YL^4_%_P#P3-/BOXT?M%^+&\;&&W_:$TC0-$N;$:1G^R+? M3HIH9@)//'G&XBF=?NIY?7Y^E=Q^T+^QE_PO7]J[X$_$[_A(O[)7X)WNL7@T MS[!Y_P#;/V_3VL]OF^8OD^7NWYV2;L8PO6O=-U%/7_(J^K?=6^5K?EH?&_PK M_P""3K_#C]H+1];F\>0ZK\-_"7CC6_B-X=\+-X?\O4+'6=5BE2;SM2^TE9[: M)KJ\>*,6T;@S)OED$8S]C@8'X4N030?EI;14>B_06\N;^N_YGB_[8O[*,_[3 M>F>"=0T77[7PKXT^&_B6#Q1X;U2\TLZI9PW*1RV\L=S:K-`\T,MO<3H0D\3` MLC!_EP?,_P!G'_@F)>?LV^'I/[+^)NJ+XJN-#UVV;Q!;Z+;I-!K&LZC_`&C? M:E#!,9H%3SDA6.V=)`J0@,\A)8_6@.30#@U,5R_#U_56_(24M=OP=U^)\ M/>-O^"0FL_'31/B%K/Q,^*T&O?%3QC9^'[/3O$FB>%1I.GZ(-#N_MUC(=/>[ MN//=[QI))\SJLB,(XU@V[CW?[(O_``3DO/V>OVE?&'Q>\3>-;'QAXX\>BZ?5 MY+#0&T>Q668V:8MX6N;AHXEM]/LXPKR2,621S(=^U?J4M1FKCH[K?7\=R9Q4 MU:6NS^[8\,^#W[&)^$_[;'QH^,/_``DG]H#XOV.@V7]D?V?Y7]D_V9!/#N\_ MS6\[S?/SCRTV;<9;.0[_`()V?L:?\,#_`+*FA_#+_A(O^$L_L>]U.\_M+[!] MA\[[9J%Q>;?*\R7&S[1LSO.[9G`S@>Y[LFD!HUM;R2^2+E)RW[I_V[FLI8M8M4^U7#$F2=XBY18XAA%( M;T#XB_LC_$BR^#7@?P;\*OBY8>`]/\*^'3X:O;75_!\6OV.K0?94@BGV"XMK MB&XBV;D*W!B.YA)%)P1]%4#YJ7*N7DZ?\/\`YL/MJ?7_`(;_`"1\H:)_P2NT M3P'XI_95?PSXHU"RT']ERUU&RLK*^M1=W/B".ZTPV`,LZO&L3KDRDK$RL25" MH,8L_M!_\$V/^%[_`/!-;Q9^SZWC+^R[KQ>;B:Z\2'2?/Q<7&IG49I?LOGKG M=(S@+YW`(YXQ7U,31N^6KE)RU>][_,(MP<6OLJR^3O\`JSP7]M/]B8_M?^&/ MACIO_"2?\([_`,*Y\>Z)XW\W^S_M?]H_V=*9?LN/-3R_,SCS,MM_N-7O07'\ MJ/I07Q_.DKJZ6S=_F[+]$3RI6]+?+^F5]3TV'6+":UN%$T%PC1RH>C*PP1^1 MKX1\&_\`!$J;1-+L]%U3XH#4O#?@[P??_#[P/9P>&OLL^CZ+?7D,UTE],+IA M?7)MK>&V25$MD50SF)W;C[VY'-`'-$=)+M;\<:-X?;PR7U'3]1U=72 M\2:_^UA9[95NK_RD%O&Z&Y0O+*(@&_0!N:,\4X^[JO/\;:_@M>EA22DK/^M_ M\V>%_MP_L8C]LO0_AK9_\)%_PC8^'GC_`$7QSN_L_P"V?;_[.F,OV3'F1^7Y MF<>9\VW^XW2O/_@1^P3\3?A-^VYXZ^,.M?%+P%XSE\>78@E2^^']U'K&BZ)% MG[-HUA>KJQAM[=&Q(Y^R,9I2[N"Q4I]:$^]&:F/N[=V_FTD_P2!ZJWDE\EJO MQ8ZFR)YB$>HQ3J*'9JS&?!]W_P`$?/%VD?\`!,[1?V;_``S\:+71[&'7KR_\ M1:K-X3EF3Q+IMSJ-S?2Z4\,6H0RPPR&=8I7CN-TD:.OR"1@/8_@=^QSXS^&F M@^/)-0^('AK3_%'BC1;#P]HFH^"?!:Z'8^$[*QBG2T2WL;RZOXW,;W,KX<^6 M0578`*^BS\P_K0!@53U37??\%\@E[SYGW;^_5_>?)?A+_@F]XBUF'XQ:]\1O MB98^+?B1\7?!XE?'7QL_X)0_\ M+:^//B#6+?QU'H_P\\=^*M!\;>+?#(T+SK_4M4TCRO(-MJ'VA1;6\OV6R\Z- MK>5SY#[)8O,./L;&*.]$?=ESK=;??=?B-ZQY7U/F'7OV+?BEX?\`@WHOACX< M_&K3O"#K?PI\/_B-=>%O"6K_#:P^%'BZUU;1!K-YK>BVD[R)+;3K/;K9W MKI/=1M*8IHL3*5@4Q@G[YZM0#EJ%IM_6Z_5Z!O\`UYI_FD>%^%OV*+;PE^PG MK7P5M=<"QZUH^KZ:^K"QP(Y=1>X>280>8^)],E\%6\USJ4%O&D,]YIUR+A'L;F>!7C/V MC[;$F598PRDM]K`;:#S3ZM][7OY7M^;"*Y4E'2VWSM_DC/\`#'AZW\*>'K+3 M+-&CM-/@CMH$+%BD:*%49/)X`Y-:#&A5P:<#3>KNR8Q459'S5I_["WB#P;^T M?^T-\4?"WQ"M]%\2?&W0]'TO2VG\/B\C\*7.G6MQ!'=%3<*+O+3A_+(B`\O! M+`\<%^Q!_P`$O_%_[*UYX#M?$'Q'\$^+M&\"WVHZ\\FG^![O2M;\2ZW>V\EO M/JNI7TVK78N)V2>;<1"N2Z@%515'V@>:-N#1'W=NR7R*G[_Q=[_-))?@?+^H M?L'^-/B+^TQX/\7_`!%^+B^,O"7PU\1WWBOPGHB>%8--U*TN[BVDMHHKN_AF M\NYMK:*>X$:I:PR,6C,LLNP[Z/PI_P""99^&MQX\$GC;^T;/QY\9!\6[B'^R M/*,`3[,\>G;O/;=MFM(G\[`R`5\L=:^KN&Z4*,BI2Y=8_P!:I_G%?<$O>6NW M_#K]6>#ZQ^Q:VJ?\%#[+X]KXHEMVL_AY<^`UT9-.4MF:_BO/M@N&<@%?+V^6 M82#G);C:>;^!O["GC/0/VFM%^*/Q5^+$7Q0U[P7X?O?#7AF2U\+1>'WCM[VX MCFN9[_RIY(KJZ9;>VC5H(K6%0DA\DLX*?3A(I.HH@N6UNE[>5VV_ON_O%)G^-/V4+'1=8L++ M5M'UOXC_``_T[4;"\@6>VO[6?QGHD4T$T;`K)%)&[HZ,"K*S`@@D4`?1]%?/ M_P#PZ<_99_Z-I^`'_AO-(_\`D>C_`(=.?LL_]&T_`#_PWFD?_(]`'T!17S__ M`,.G/V6?^C:?@!_X;S2/_D>C_ATY^RS_`-&T_`#_`,-YI'_R/0!]`45\_P#_ M``Z<_99_Z-I^`'_AO-(_^1Z/^'3G[+/_`$;3\`/_``WFD?\`R/0!]`45\_\` M_#IS]EG_`*-I^`'_`(;S2/\`Y'H_X=.?LL_]&T_`#_PWFD?_`"/0!]`45\__ M`/#IS]EG_HVGX`?^&\TC_P"1Z/\`ATY^RS_T;3\`/_#>:1_\CT`?0%%?/_\` MPZ=_99_Z-J^`'_AO-(_^1Z/^'3O[+/\`T;5\`/\`PWFD?_(]`'T!17S_`/\` M#IW]EG_HVKX`?^&\TC_Y'H_X=._LL_\`1M7P`_\`#>:1_P#(]`'T!17S_P#\ M.G/V6?\`HVGX`?\`AO-(_P#D>C_ATY^RS_T;3\`/_#>:1_\`(]`'T!BBOG__ M`(=._LL_]&U?`#_PWFD?_(]'_#IS]EG_`*-I^`'_`(;S2/\`Y'H`^@**^?\` M_ATY^RS_`-&T_`#_`,-YI'_R/1_PZ<_99_Z-I^`'_AO-(_\`D>@#Z`HKY_\` M^'3O[+/_`$;5\`/_``WFD?\`R/1_PZ=_99_Z-J^`'_AO-(_^1Z`/H"BOG_\` MX=._LL_]&U?`#_PWFD?_`"/1_P`.G?V6?^C:O@!_X;S2/_D>@#Z`HKY__P"' M3G[+/_1M/P`_\-YI'_R/1_PZ<_99_P"C:?@!_P"&\TC_`.1Z`/H"BOG_`/X= M.?LL_P#1M/P`_P##>:1_\CT?\.G/V6?^C:?@!_X;S2/_`)'H`^@**^?_`/AT MY^RS_P!&T_`#_P`-YI'_`,CT?\.G/V6?^C:?@!_X;S2/_D>@#Z`HKY__`.'3 MG[+/_1M/P`_\-YI'_P`CT?\`#IS]EG_HVGX`?^&\TC_Y'H`^@**^?_\`ATY^ MRS_T;3\`/_#>:1_\CT?\.G/V6?\`HVGX`?\`AO-(_P#D>@#Z`HKY_P#^'3O[ M+/\`T;5\`/\`PWFD?_(]'_#IW]EG_HVKX`?^&\TC_P"1Z`/H"BOG_P#X=._L ML_\`1M7P`_\`#>:1_P#(]'_#IS]EG_HVGX`?^&\TC_Y'H`^@**^?_P#ATY^R MS_T;3\`/_#>:1_\`(]'_``Z=_99_Z-J^`'_AO-(_^1Z`/H"BOG__`(=._LL_ M]&U?`#_PWFD?_(]'_#IW]EG_`*-J^`'_`(;S2/\`Y'H`^@*,5\__`/#IS]EG M_HVGX`?^&\TC_P"1Z/\`ATY^RS_T;3\`/_#>:1_\CT`?0%%?/_\`PZ<_99_Z M-I^`'_AO-(_^1Z/^'3G[+/\`T;3\`/\`PWFD?_(]`'T!17S_`/\`#IS]EG_H MVGX`?^&\TC_Y'H_X=.?LL_\`1M/P`_\`#>:1_P#(]`'T!17S_P#\.G/V6?\` MHVGX`?\`AO-(_P#D>C_ATY^RS_T;3\`/_#>:1_\`(]`'T!17S_\`\.G/V6?^ MC:?@!_X;S2/_`)'H_P"'3G[+/_1M/P`_\-YI'_R/0!]`45\__P##IS]EG_HV MGX`?^&\TC_Y'H_X=._LL_P#1M7P`_P##>:1_\CT`?0%%?/\`_P`.G/V6?^C: M?@!_X;S2/_D>C_ATY^RS_P!&T_`#_P`-YI'_`,CT`?0%%?/_`/PZ=_99_P"C M:O@!_P"&\TC_`.1Z/^'3O[+/_1M7P`_\-YI'_P`CT`?0%%?/_P#PZ=_99_Z- MJ^`'_AO-(_\`D>C_`(=._LL_]&U?`#_PWFD?_(]`'T!17S__`,.G?V6?^C:O M@!_X;S2/_D>C_ATY^RS_`-&T_`#_`,-YI'_R/0!]`45\_P#_``Z<_99_Z-I^ M`'_AO-(_^1Z/^'3G[+/_`$;3\`/_``WFD?\`R/0!]`45\_\`_#IS]EG_`*-I M^`'_`(;S2/\`Y'H_X=._LL_]&U?`#_PWFD?_`"/0!]`45\__`/#IW]EC_HVK M]G__`,-YI'_R/1_PZ=_98_Z-J_9__P##>:1_\CT`?0%%?/\`_P`.G?V6?^C: MO@!_X;S2/_D>C_ATY^RS_P!&T_`#_P`-YI'_`,CT`?0%%?/_`/PZ=_99_P"C M:O@!_P"&\TC_`.1Z/^'3O[+'_1M7[/\`_P"&\TC_`.1Z`/H"BOG_`/X=._LL M_P#1M7P`_P##>:1_\CT?\.G/V6?^C:?@!_X;S2/_`)'H`^@**^?_`/ATY^RS M_P!&T_`#_P`-YI'_`,CT?\.G/V6?^C:?@!_X;S2/_D>@#Z`HKY__`.'3G[+/ M_1M/P`_\-YI'_P`CT?\`#IS]EG_HVGX`?^&\TC_Y'H`^@**^,?BQ^Q9\&_V9 M?VK_`-ES6OAO\)?AG\/M9U#XD:AIMU?^&O"]CI-S#/$TK0/)!$C-$9(8 MG*$E2T2'&5!'V=0`4444`%?/_P#P4K_Y-V\._P#95?AQ_P"IOH5?0%?/_P#P M4K_Y-V\._P#95?AQ_P"IOH5`'T!1110!\_\`_!)W_E%E^S3_`-DJ\+_^FBUK MZ`KY_P#^"3O_`"BR_9I_[)5X7_\`31:U]`4`%?/_`/P4K_Y-V\._]E5^''_J M;Z%7T!7S_P#\%*_^3=O#O_95?AQ_ZF^A4`?0%%%%`!116#\2/"6H>./!%]I. MF^)M=\&WUXBK#K.CQ607%N20"I\R%QAC@`X(`-ZJ]W>16%K)/ M/)'##"ID>1V"K&H&223P`!WKP?\`X8V^(O\`T=C\?_\`P4>"/_F>KY__`."G MG_!+3XX?M2?L5>,_!?@W]J/XKZMK6J6X*Z1XAL_#=GIVMQKRUG)-IVE6EQ&) M.!GS3&?NNI5B5`/OY'$B!E(*D9!'0BG5\-_L!_\`!,7XR?LU?L>^!/`_BC]J M_P"+T>L^'M-6VFMM#L/#=SI^GC)*VT$NHZ1=73QQ`B-6DFQM0;4C4*B^R?\` M#&WQ%_Z.Q^/_`/X*/!'_`,SU`'I7QI_:'\`?LV^&[?6OB+XY\'^`='O+D6<% M]XCUJVTNVFG*LPB62=T5G*HQV@YPI..#6YX$\=Z'\4/!^F^(/#>M:5XBT#6( M%NK#4],NX[NSO8FY62*6,E'0]F4D&O'/VFM)\8>"[OX/Z[H/A/QC\6[CP/K4 MLFJ1:9VGVIA=W%C:%C+-&76-DQO.R,`8'AFJ>`OCE\,/#&KZ MMX2^&?C!KCXD67B^;_A&M)\3Z59_\(AJFHW%I)I]S>,]Y'#OQ%<332V37+Q3 M7,XC$P;>T7=[6Z?BME\^X^7:W=+Y=6?=S<=ZX^[^/?@?3/C!9?#VY\:>%+?Q M]J-F=0M/#4NK6Z:O#7SWX6_9E^(MI\?;'QU>: MM\0FOH?&4"/9R>.+N31CH']@1PRAM,^U&S8_VAYC;C"9]_S@[>:\M^)W[/WQ MNT7_`(*)ZO\`%;0_!OBK7I+34[5+2%]6TT^#;C1EAB@>YM['^T+6Z/B)8IKN M(3WB/;B(LJR*NQ:O>27??RT7ZO\`,CF]URMV:^_K\E^1]<_%3]LCX0_`[Q[8 M^%?&OQ4^'/A#Q1JB1RV6CZUXELM/O[Q9',<;1P2R+(X9U95*J"_#MG;?$C7OB-J7B&?4O%QTC MQM-]!N8[B_\46/CNPDT".QCT.:U6"'3)]29!J0NV#_`&AK9F=F M+/>%'>(9_P`0_P!C[]H3XA?L3_#W39M#^*7F)=1NCY3'9$BR26ZZ171^7W/^OZW)?3T?WZ_G;\3]/B MB:=IN@W<5W-K$6AW$3RK//J:7?BG31?EU:(L]U9Z MF[*A(P_ROY[^S#^R;^T9I_QM^&6J_$W3?B[X@L?!_BNVO]0W^(!;VTLSZ??V MTVIJTOB_46EMUED@+VJ6UHABD?9:'=)")I^\[;;[_P!=0G>*OOI?3OV/T*^+ M?[3OPW^`.LZ)I_COXA>!_!5_XFD,.D6VO:]:Z;-JLBLBE+=)G4RL&D0$("'/&'PZ^//CG6=)^"]Y\8M-^)?ANST0/!J6E0QZ:;?[4C6>H M)?W$)_LZ3[2),VRW+Y>ZW09V>9X%^U;^S;^T1XQUK7+/P9I?Q2T7Q9>:C9FQ M\1^'?B0NG^"]-T(6T"7&FV^FF]A9;L%9UCG-@&#LDOVD*/)4C=NWX[+>W]>7 MRN5/=5_PWZ?TOZT_1G&<4OWC_GFO@/\`:8^&GQ,U']IS6/"/PM;XM7.I>&O" M7AJ+PGK*?$*<:#X3O#=:BLM[K=IO]>02]U7\KV7Y>O_``?(_0#4=2M](@$UU<0VL32) M$'ED"*7=PB+D\99F50.Y8`RE_X27[.$2T@NB@73]*9=\0<32`R#TQ?@5^T'_PLO4YM M6TWXO:IJ-UXJO;GP=K6F_$6.U\/^%;)O$=_.IU:P_M"/[;$UA):[(OLUYMB5 M8`ELR$EQ5X*3W;VZ[)W"5TFUWM^#=_3S[GZ$GI1GBOE[]G7]FWQU\./CII?B MS5-7^(%U_;>+/AW>"X28ZKX>M],GNV0!@8BNH M6EW!L;()(BWY488#(/E__#&WQ%_Z.Q^/_P#X*/!'_P`SU`'7_&O]M7X-_LU> M)+?1_B-\6_AGX!U>]MA>V]CXD\4V.E7,\!9D$J1SRHS(61UW`8RC#.0:Z_X: M?%+PS\:/`UCXH\'^(M#\6^&M4#M9:KHU_%?V-X$=HV,GHT:I-'(',+,3.X,A"A4^[?^"-7_!,;XW?LV?\$V_AOX+\:?&CXO?" M3Q-HO]I_;?"6AQ>#M2L-)\W5+N9/+GFTF\D?S(Y$E;-S)AI6`V@!%`/T?'!K MA?C;^TM\.OV:=$L]2^)'C_P7\/\`3M2G-M:77B37+;28;J4*6,<;SNBLVT$X M!)P,UYW:?L?_`!"M+F.1OVJOCU.L;AFBDTGP4%D`/W3M\/AL'IP0?0BL+]NW MX>>+]3\=^#_$_@OPW\5[C6M,L[[3CKOPYUGP[%K-C!.]N[VLMEXA`TZ:UF:" M-VE!-Q&]O$J+LDE-3JFAKS/9O%O[1/P_\">(_"VCZYXZ\'Z/J_CE_+\-V-]K M5M;W/B!OD^6SC=PUP?WB<1AOOKZBL'PG^VS\&?'?Q:F\`Z%\7/AEK7CNWGGM M9?#ECXHLKG5XI8-WG1M:I*9@\>Q]ZEA7FEZ;X%N+N&26>2#Q#91W=I=7$D4L=M);+:;[..XRWEQJ M6->X_L>?L->+CX;T?7/B5XQ^(]B+7QCJ_BZW^'ET-`_LG3)YM5O+FU\^(O@6U^(E\@DMO"TVOVJ:U`=4\5R?&'X6Q^%]%U/^QM1UEO%=@-/T^_Z_9)I_-\N.?G_5LP?VKP'Q_P#L MK>,M5_:N\;ZCX;T7XI:/JGC._6ZN?%UQXV@;P:UA_9D5DUI_9$-S'(;G$?RO M+82NC_.+S:%C7RWP)^SI\6O"'Q>\$_$^7]GFZ-MX`\+:1X(D\'6VNZ,;_49+ M73]6MWU&S9KT6?V13?QP)]HEBN3"\Y,0(2-IC?DYO3YW_JWX[(J6DK+;_AO^ M"_1=V?H??^-='TJXTB.ZU;3;:3Q!/]FTM9;I$.I2^3)/Y<()_>/Y,4LFU`0V8B\+:KI^ M^)I65Y%^U7$"+C+X<,0`&(\^T_\`9*^+WPU^$8M;.\^,7B0:QX9\+S^+-./Q M-NI]8U'4(;B1M7@TV\N[\?8)I(F3)MY[:%@NU)(V.]:J64W&/31/I_7^8;13 M\KOUO:WJ?<6B>(K#Q)#-)I]]:7T=M/):S-;S+*(IHV*21L5)PZL"&4\@@@U> M`[U^3$?[*'[5'@SQ>M_HVD?&BS\(W%]=W>DZ):^(K?4=9T:"74;N61+^?_A, M=-M;FZEMY85$T\>ILNT-YHD4M)]O_P#!/OX5/\`O7W3-A-OYF?\%H/V*/VYOBU\>?@ZOP0U#7?B)X9^$VK+XVMM M?\1:UH&F7$VM&3;';M;V\5G&\%O#'M0M$687MPK.X(P`?L+17C/PK^"OCZ3P M5X,O/$7Q:^)T.L6MPNKZSIUQ!X;F%T98XB^E3RP:4BM;PNKJLEMY,S;W)F;Y M-NIH/P"\6:0=#^T?&[XGZI_96JRZC=?:K'PZO]LP/LVV%QY6E)MMTV-M:#RI M_P!Z^Z9L)M`-'XI_M3?#/X&^+-%T'QK\1?`O@_7/$SB/2-/UO7[73[K56+K& M%MXII%>4[V5<(#RP'4U>U;]H#P)H7Q9M?`=YXU\)VGCJ^LFU*V\.S:O;QZM< M6J[RUPEJ7$K1#RY,N%VC8W/!KYF_;L^#7Q"UWXOZMJ/@#PG\3C<>*O#46B7F MJ>%M3\+WFCZPL;W/E6FMZ=KZGR[6(W$A\S3@\TT=S<*^#'"#Y/\`$+]FKX_Z M-^V1J?Q*T_P3K'B#6K,6EK':V>I:='X"N--6TBMY9[&P;4;6[&O*DUY"DU\K MP+"2@E4;%K+FERZ;Z_\``"6GX?H?:7P9_;3^#O[2'B.YT;X=_%CX:>/=8L8# M=7-CX=\3V.J7-M"&"&1XX)794#,J[B,98#O5C3/VO_A/K'Q&U[PA:_$[X>W7 MB[PK;S7>M:)%XCLWU'1X8=IFEN;<2>9"D>Y=S.H"[ADC->._L'?L*^(/@S\. M?A+J7Q`^('C_`,4>(/`_A:WT^T\.ZN-$73O#%R]G%!<)`^GV,$LVQ5:%3/<3 MKM);+-AZ\>\5?L4>/]3TOXJ:'X9\'_$>UD\0/KU_K$GB[QW;ZAX8\<-=W;W< M%MI]E!PM&$;,LCW!+2-I4]V7*M59Z^:V)3;5_-?\$^N;3]MGX- MWOACPQKD/Q<^&\N19P7WB36;;2[6::YI(OO!;7%CI-DE_ MJ)CO6@\B5[&2>3[!+<3A8+?$;2,VSZM^.WA[Q5\,OC[X/^(NA_#O7?BM!I_A M^]\.36.BW^FV^J:1)--;3"X@74;FUMVBE$!28B<29CML)(N\HOLQEU>_EI?\ M]/GY%=6EK;Y=N_J_N\T>[Z3K%MXATRWOK&X@O+&\C2>WN()!)%/&P#*Z,,AE M((((."#5P=?>OA7QE\$OC!-XU\-R:=\/_%_A>=;#2%\.0^!?'D6F^#?`$J7< MCWL>IZ>+JU&H*8VCSMLKQ7`:-!#CS'3Q5^PW\4?$-KJVH-XJ^,@U36+#QC=W M,%O\3M0M+=K\:DK^'(XDBO$2VC6U:0;;?RXW4!;K>0!2E+E7-ZZ+R_S"'O/E M_%GW4W/_`.JEZFOS\TK]AOXS:_\`#F._U[Q5\9/^$PUC0/%5WK,%O\3KVU@. MKB^C?0(XDM[Q8K:-86E&VV\N)U`6YWX`KSGX<_LW_ME/+XZM/$VL?$0ZQKVF MW:3ZK8ZC';:?>3O<(T`LIF\43K8M%&2`;71K(-Y;*['AG?VW#MUZ/?;OM^*) MYO=4DM^G5>I^F_B7Q+IO@CPY?:QK&H6.DZ1I=M)>7U]>SK!;V<$:EY)9)'(5 M$502S,0``232>(_%>E^$/#-]K>K:E8Z7HNFV[WEY?7#B-:_9G_:@^(GB3X]6NH:'XX&@ M^-O`OBW0K73M7\3Q7EE?W]U'MTTVQ?7;BW2/"NBLFEZ6R+,@E\X^9(+IQ4K7 MTNF]?+IZFG*N:,7U>ODM/Z_R/T-\:?'_`,"_#7Q9X;\/^(O&WA/0==\93&W\ M/Z;J>KV]K=ZY("H*6L4CAYV!=.(PQ^=?44SXT?M$?#_]FWPW;ZU\1/''@_P# MH]YM6VEVLTY5F$2R3NBLY5&.T'.%)QP:^,_VYOV9?C-X\_:QT'QC MX.\,^(=:F\(Z+9_\(S%!J]A;^#[VYBDDGEB\1VQO+6_NVBGC@ELQ"98$EVLZ MIF1Z]V_:I^"/CC]HR\^!MUH>K>*OA[>Z%XAEUC6M4TH:0VI:%&^B7\!7R[Q+ MRU.%@B3XWDJV!Y@A7Y;];M?*]D_N,XO5)]K_`#ML>T_#7XH^&?C1X'L? M$W@[Q%H?BSPWJ@9K/5=&OXKZQO`K%&,2VT:PO+Z*"YU:6.,R21V\;,&F98P794!(4$GBOB?5/V!O MB%\)/$/Q3U31_$'QI\>0:]?:/=RK!X\31=1\2PO*KZQ]DBM9K*PLKQTAMT65 M8[0[(V6.:)II96P?$/[%'QJ\73:)XHT'_A8'A/Q#H/@OQOIGAC^W_',VJ:EX M>:^N=,.FVM\\>H/'?3-''?N'>>=4*6N^XWP0R*+5M+LV_DKV7>[T7S\KN.K2 M?7;_`(/]=O.WZ*L16=XB\3Z7X/TU;S5M3L=*M)+B"S6>\N$@C:>>5(88@S$# M?)+)'&B]6=U4`D@5^9_[,GP&_:J\-?M$^!;[6K#XP-X9TO5H_M%EXAUCR='T M^T=@;J9Y4\=:K>7P7T(*QK%':;I)CZ5X"^"W[2%O\(?BGIMD/&VEZ MK?\`CS0=2\-:AX@\1%]2FLTUJ";46=1K6HV\=J+-2#%;M9),OFQBPBR!(]K> MOZI?J..LN5^6O34^^,Y%(6V\GIWKX#^&7[-/QC\0^%;K1[C3OCIX-L=0?PY; M^)FU[XJ-J-]K-U'J<3ZG>Z7=6^I32V%HUH)PR1-9M()(PEK$R8KA?'G[-'[4 M7AOX[>'['PG'\5[KPMX5U])-+U2\\=R:I:SZ4-9FN'BNC+X@M99)39GR@;ZQ MU;>AA4-;E7PNGSM^6OH^G](F^E_3\?\`+J??_C']I+X=_#OX46OCSQ!X]\%Z M#X'O8X9;?Q%J.MVUKI,Z3X\EDNG<1,),C80WS9&,YK?\">/-#^)_A#3?$'AK M6=*\0^']8@6YL-3TR[CN[.]B;E9(I8R4=#V920:^1I?V/VJ;[P!X'N-!7QE''#=:S>W6G:1'IUGX@%S<7<ZNNE^(M` MTVXNM@F\P12W-L[O\T#DF2JG:-245JKM)^1I**6Q^E_?UK-\.>+-+\7V,MUI M.I6.J6\-S/9236EPDR1SP2M#/$64D!XY4>-UZJZ,I`((KXP^'WP!_:(^%?[& M'@F\TW7O%6M?&IM0O7\40^(?$!O(+P7R2VJS^4]Y);6\5FWV*\%O;2X"6T\< M>Z2=V?%U?]G+XP>$OA7XV?'[HDK7\G;UT_+HG_P`$F.L%);NVG5+^D??B MM06R/:OR'UO]F;]M9;K58=;N_C)JVI7MW)/J4_AO5HGTO6<2M)!"EPWC?2Y8 M($4J"VG:=I$DAC'F(T9>.7]4?A%;Z[;_``I\-IXFAAM?$2:5:KJD4-PUS'%= M")1,JROEI`'W89B2>I)S26JN]^Q/-JD=2#FB@=**91\_?MD?\G%?LG_]E5OO M_4(\5U]`U\_?MD?\G%?LG_\`95;[_P!0CQ77T#0`4444`%?/_P#P4K_Y-V\. M_P#95?AQ_P"IOH5?0%?/_P#P4K_Y-V\._P#95?AQ_P"IOH5`'T!1110!\_\` M_!)W_E%E^S3_`-DJ\+_^FBUKZ`KY_P#^"3O_`"BR_9I_[)5X7_\`31:U]`4` M%?/_`/P4K_Y-V\._]E5^''_J;Z%7T!7CO[<7P<\4?''X`)H_@N/09O$VE^*O M#/B>RM]:OYK"QNSI.OZ?JKP27$4%P\7F)9O&'6&3#.I*D9H`]BHKY_\`^%C? MM3?]$;^`/_AY-7_^9BC_`(6-^U-_T1OX`_\`AY-7_P#F8H`^@**^?_\`A8W[ M4W_1&_@#_P"'DU?_`.9BC_A8W[4W_1&_@#_X>35__F8H`^@**^?_`/A8W[4W M_1&_@#_X>35__F8H_P"%C?M3?]$;^`/_`(>35_\`YF*`/H"BOG__`(6-^U-_ MT1OX`_\`AY-7_P#F8H_X6-^U-_T1OX`_^'DU?_YF*`/H"BOG_P#X6-^U-_T1 MOX`_^'DU?_YF*/\`A8W[4W_1&_@#_P"'DU?_`.9B@#Z`HKY__P"%C?M3?]$; M^`/_`(>35_\`YF*/^%C?M3?]$;^`/_AY-7_^9B@#Z`HKY_\`^%C?M3?]$;^` M/_AY-7_^9BC_`(6-^U-_T1OX`_\`AY-7_P#F8H`^@**^?_\`A8W[4W_1&_@# M_P"'DU?_`.9BC_A8W[4W_1&_@#_X>35__F8H`^@**^?_`/A8W[4W_1&_@#_X M>35__F8H_P"%C?M3?]$;^`/_`(>35_\`YF*`/H"BOG__`(6-^U-_T1OX`_\` MAY-7_P#F8H_X6-^U-_T1OX`_^'DU?_YF*`/H"BOG_P#X6-^U-_T1OX`_^'DU M?_YF*/\`A8W[4W_1&_@#_P"'DU?_`.9B@#Z`HKY__P"%C?M3?]$;^`/_`(>3 M5_\`YF*/^%C?M3?]$;^`/_AY-7_^9B@#Z`HKY_\`^%C?M3?]$;^`/_AY-7_^ M9BC_`(6-^U-_T1OX`_\`AY-7_P#F8H`^@**^?_\`A8W[4W_1&_@#_P"'DU?_ M`.9BC_A8W[4W_1&_@#_X>35__F8H`^@**^?_`/A8W[4W_1&_@#_X>35__F8H M_P"%C?M3?]$;^`/_`(>35_\`YF*`/H"BOG__`(6-^U-_T1OX`_\`AY-7_P#F M8H_X6-^U-_T1OX`_^'DU?_YF*`/H"BOG_P#X6-^U-_T1OX`_^'DU?_YF*/\` MA8W[4W_1&_@#_P"'DU?_`.9B@#Z`HKY__P"%C?M3?]$;^`/_`(>35_\`YF*/ M^%C?M3?]$;^`/_AY-7_^9B@#Z`HKY_\`^%C?M3?]$;^`/_AY-7_^9BC_`(6- M^U-_T1OX`_\`AY-7_P#F8H`^@**^?_\`A8W[4W_1&_@#_P"'DU?_`.9BC_A8 MW[4W_1&_@#_X>35__F8H`^@**^?_`/A8W[4W_1&_@#_X>35__F8H_P"%C?M3 M?]$;^`/_`(>35_\`YF*`/H"BOG__`(6-^U-_T1OX`_\`AY-7_P#F8H_X6-^U M-_T1OX`_^'DU?_YF*`/H"BOG_P#X6-^U-_T1OX`_^'DU?_YF*/\`A8W[4W_1 M&_@#_P"'DU?_`.9B@#Z`HKY__P"%C?M3?]$;^`/_`(>35_\`YF*/^%C?M3?] M$;^`/_AY-7_^9B@#Z`HKY_\`^%C?M3?]$;^`/_AY-7_^9BC_`(6-^U-_T1OX M`_\`AY-7_P#F8H`^@**^?_\`A8W[4W_1&_@#_P"'DU?_`.9BC_A8W[4W_1&_ M@#_X>35__F8H`^@*,8KY_P#^%C?M3?\`1&_@#_X>35__`)F*/^%C?M3?]$;^ M`/\`X>35_P#YF*`/H"BOG_\`X6-^U-_T1OX`_P#AY-7_`/F8H_X6-^U-_P!$ M;^`/_AY-7_\`F8H`^@**^?\`_A8W[4W_`$1OX`_^'DU?_P"9BC_A8W[4W_1& M_@#_`.'DU?\`^9B@#Z`HQFOG_P#X6-^U-_T1OX`_^'DU?_YF*/\`A8W[4W_1 M&_@#_P"'DU?_`.9B@#Z`HKY__P"%C?M3?]$;^`/_`(>35_\`YF*/^%C?M3?] M$;^`/_AY-7_^9B@#Z`HKY_\`^%C?M3?]$;^`/_AY-7_^9BC_`(6-^U-_T1OX M`_\`AY-7_P#F8H`^@,45\_\`_"QOVIO^B-_`'_P\FK__`#,4?\+&_:F_Z(W\ M`?\`P\FK_P#S,4`?0%%?/_\`PL;]J;_HC?P!_P##R:O_`/,Q1_PL;]J;_HC? MP!_\/)J__P`S%`'T!17S_P#\+&_:F_Z(W\`?_#R:O_\`,Q1_PL;]J;_HC?P! M_P##R:O_`/,Q0!]`45\__P#"QOVIO^B-_`'_`,/)J_\`\S%'_"QOVIO^B-_` M'_P\FK__`#,4`?0&,45\_P#_``L;]J;_`*(W\`?_``\FK_\`S,4?\+&_:F_Z M(W\`?_#R:O\`_,Q0!]`45\__`/"QOVIO^B-_`'_P\FK_`/S,4?\`"QOVIO\` MHC?P!_\`#R:O_P#,Q0!]`45\_P#_``L;]J;_`*(W\`?_``\FK_\`S,4?\+&_ M:F_Z(W\`?_#R:O\`_,Q0`G[9'_)Q7[)__95;[_U"/%=?0-?+NI>`?CU\"?A'X/\,_#/Q5=^)[NXT/X@:CKU]>&30-7TI(([>;1+-!\^II(7,W M"Q,`K$C'U%0`4444`%?/_P#P4K_Y-V\._P#95?AQ_P"IOH5?0%?/_P#P4K_Y M-V\._P#95?AQ_P"IOH5`'T!1110!\/\`_!/K]M;PS\"_V"?@AX)\4^#_`(^Z M7XF\'>`=!T36+,?!'QG/]DO+;3H(9XO,BTMHWVR(PW(S*<9!((->P?\`#RWX M=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\`0N?'[_PQ7C?_`.5-'_#R MWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N?'[_`,,5XW_^5-'_``\M M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_`$+GQ^_\,5XW_P#E31_P M\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T+GQ^_P##%>-__E31_P`/ M+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW_P!"Y\?O_#%>-_\`Y4T? M\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_]"Y\?O\`PQ7C?_Y4T?\` M#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\`0N?'[_PQ7C?_`.5- M'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N?'[_`,,5XW_^5-'_ M``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_`$+GQ^_\,5XW_P#E M31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T+GQ^_P##%>-__E31 M_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW_P!"Y\?O_#%>-_\` MY4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_]"Y\?O\`PQ7C?_Y4 MT?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\`0N?'[_PQ7C?_ M`.5-'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N?'[_`,,5XW_^ M5-'_``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_`$+GQ^_\,5XW M_P#E31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T+GQ^_P##%>-_ M_E31_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW_P!"Y\?O_#%> M-_\`Y4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_]"Y\?O\`PQ7C M?_Y4T?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\`0N?'[_PQ M7C?_`.5-'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N?'[_`,,5 MXW_^5-'_``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_`$+GQ^_\ M,5XW_P#E31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T+GQ^_P## M%>-__E31_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW_P!"Y\?O M_#%>-_\`Y4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_]"Y\?O\` MPQ7C?_Y4T?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\`0N?' M[_PQ7C?_`.5-'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N?'[_ M`,,5XW_^5-'_``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_`$+G MQ^_\,5XW_P#E31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T+GQ^ M_P##%>-__E31_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW_P!" MY\?O_#%>-_\`Y4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_]"Y\ M?O\`PQ7C?_Y4T?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX=_\` M0N?'[_PQ7C?_`.5-'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^'?_0N M?'[_`,,5XW_^5-'_``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M^'?_ M`$+GQ^_\,5XW_P#E31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+?AW_T M+GQ^_P##%>-__E31_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/+?AW M_P!"Y\?O_#%>-_\`Y4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#RWX=_ M]"Y\?O\`PQ7C?_Y4T?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\`#RWX M=_\`0N?'[_PQ7C?_`.5-'_#RWX=_]"Y\?O\`PQ7C?_Y4U]`44`?/_P#P\M^' M?_0N?'[_`,,5XW_^5-'_``\M^'?_`$+GQ^_\,5XW_P#E37T!10!\_P#_``\M M^'?_`$+GQ^_\,5XW_P#E31_P\M^'?_0N?'[_`,,5XW_^5-?0%%`'S_\`\/+? MAW_T+GQ^_P##%>-__E31_P`/+?AW_P!"Y\?O_#%>-_\`Y4U]`44`?/\`_P`/ M+?AW_P!"Y\?O_#%>-_\`Y4T?\/+?AW_T+GQ^_P##%>-__E37T!10!\__`/#R MWX=_]"Y\?O\`PQ7C?_Y4T?\`#RWX=_\`0N?'[_PQ7C?_`.5-?0%%`'S_`/\` M#RWX=_\`0N?'[_PQ7C?_`.5->7?M9?M8Z%^TMX#\)>$?"'A/XW76M77Q)\#: M@!J'P@\6:3:PVUGXLTF]NII;J[TZ*WACBMK>:1FDD48C/.<`_:-%`!1110!_ "_]D_ ` end XML 27 R39.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data (Tables)
12 Months Ended
Dec. 31, 2013
Supplemental Financial Information [Abstract]  
Other Accrued and Current Liabilities
Other Accrued and Current Liabilities:
 
At December 31,
 
2013
 
2012
Restructuring Accruals
$
10.4

 
$
11.7

Professional Fees
34.6

 
37.4

Operating Expenses
29.1

 
28.9

Other Accrued Liabilities
42.0

 
40.9

 
$
116.1

 
$
118.9

 

Property, Plant and Equipment at Cost - Net
Property, Plant and Equipment – Net:
 
 
At December 31,
 
 
2013
 
2012
Land
 
$
5.7

 
$
5.9

Buildings
 
33.5

 
31.6

Furniture
 
59.5

 
60.4

 
 
98.7

 
97.9

Less: Accumulated Depreciation
 
68.3

 
66.2

 
 
30.4

 
31.7

Leasehold Improvements, less:
 
 
 
 
Accumulated Amortization of $15.6 and $15.0 as of December 31, 2013 and 2012, respectively
 
9.2

 
8.9

Property, Plant and Equipment – Net
 
$
39.6

 
$
40.6

Other Income (Expense) - Net
Other Income (Expense) – Net:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Effect of Legacy Tax Matters (1)
 
$
0.8

 
$
(14.8
)
 
$
(7.1
)
Gain (Loss) on Sale of Businesses (2)
 

 
6.1

 

Loss on Investment (3)
 

 

 
(11.4
)
Miscellaneous Other Income (Expense) – Net (4)
 
(2.5
)
 
(6.4
)
 
(2.7
)
Other Income (Expense) – Net
 
$
(1.7
)
 
$
(15.1
)
 
$
(21.2
)

(1)
During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004.

(2)
During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies.

(3)
During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.

(4)
Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation.
Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation.




Computer Software and Goodwill
Computer Software and Goodwill:
 
 
Computer Software
 
Goodwill
January 1, 2012
 
$
127.6

 
$
598.4

Additions at Cost (5)
 
64.9

 

Amortization
 
(49.2
)
 

Write-offs
 
(4.7
)
 

Divestitures (6)
 

 
(0.3
)
Other (7)
 
2.3

 
13.0

December 31, 2012
 
140.9

 
611.1

Additions at Cost (8)
 
43.5

 

Amortization
 
(46.9
)
 

Write-offs (9)
 
(31.3
)
 

Other (7)
 
1.7

 
(22.0
)
December 31, 2013
 
$
107.9

 
$
589.1


Other Intangibles (included in Non-Current Assets)
Other Intangibles (included in Non-Current Assets):
 
 
 
Customer Relationships
 
Trademark and Other
 
Total
January 1, 2012
 
$
30.8

 
$
85.3

 
$
116.1

Additions
 

 
1.5

 
1.5

Amortization
 
(3.8
)
 
(13.5
)
 
(17.3
)
Write-offs (10)
 

 
(3.2
)
 
(3.2
)
Divestitures (11)
 
0.3

 

 
0.3

Other
 
2.3

 
(0.4
)
 
1.9

December 31, 2012 (12)
 
29.6

 
69.7

 
99.3

Additions
 

 
0.6

 
0.6

Amortization
 
(4.1
)
 
(11.7
)
 
(15.8
)
Write-offs
 

 
(0.4
)
 
(0.4
)
Other (13)
 
5.5

 
(12.5
)
 
(7.0
)
December 31, 2013 (12)
 
$
31.0

 
$
45.7

 
$
76.7



Allowance for Doubtful Accounts
Allowance for Doubtful Accounts:
January 1, 2011
 
$
17.5

Additions charged to costs and expenses
 
12.1

Write-offs
 
(20.0
)
Recoveries
 
7.7

Other
 
(0.2
)
December 31, 2011
 
17.1

Additions charged to costs and expenses
 
15.2

Write-offs
 
(7.2
)
Recoveries
 
2.1

Other
 
0.1

December 31, 2012
 
27.3

Additions charged to costs and expenses
 
3.0

Write-offs
 
(9.7
)
Recoveries
 
3.2

Other
 
0.1

December 31, 2013
 
$
23.9

Deferred Tax Asset Valuation Allowance
Deferred Tax Asset Valuation Allowance:
January 1, 2011
 
$
38.8

Additions charged (credited) to costs and expenses
 
0.8

Additions charged (credited) due to foreign currency fluctuations
 
(0.5
)
Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2011
 
38.1

Additions charged (credited) to costs and expenses
 
(1.6
)
Additions charged (credited) due to foreign currency fluctuations
 

Additions charged (credited) to other accounts
 
(1.1
)
December 31, 2012
 
35.4

Additions charged (credited) to costs and expenses
 
2.7

Additions charged (credited) due to foreign currency fluctuations
 
1.2

Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2013
 
$
38.3

XML 28 R54.htm IDEA: XBRL DOCUMENT v2.4.0.8
Borrowings (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Maturing Within One Year:    
Other $ 0.1 $ 0.2
Total Debt Maturing Within One Year 0.1 0.2
Debt Maturing After One Year:    
Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December 31, 2013 and 2012, respectively) 1,047.0 1,046.5
Fair Value Adjustment Related to Hedged Debt 2.5 3.8
Credit Facility 466.5 240.2
Other 0 0.2
Total Debt Maturing After One Year $ 1,516.0 $ 1,290.7
XML 29 R48.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Provision for Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Tax Disclosure [Abstract]      
U.S. Federal $ 81.6 $ 45.9 $ 71.3
State and Local 8.3 6.8 11.0
Non-U.S. 21.2 10.3 18.1
Total Current Tax Provision 111.1 63.0 100.4
U.S. Federal 30.8 15.4 11.9
State and Local (2.6) 3.1 1.2
Non-U.S. (3.8) 1.6 (4.3)
Total Deferred Tax Provision 24.4 20.1 8.8
Provision for Income Taxes $ 135.5 $ 83.1 $ 109.2
EXCEL 30 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx M4$L#!!0`!@`(````(0#:]*$PP0(``$H]```3``@"6T-O;G1E;G1?5'EP97-= M+GAM;""B!`(HH``"```````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M``````````````````````````````````````#,V\MJVT`8AN%]H?<@M"V6 M-#JKV,ZBAV4;:'H!4VEL"^O$S"2U[[YCY4`(;D)HH._&QI;F_S\+_.R^Y<6A M[[P;I4T[#BM?!)'OJ:$>FW;8KOR?5U\7I>\9*X=&=N.@5OY1&?]B_?[=\NHX M*>.YTX-9^3MKIX]A:.J=ZJ4)QDD-[LIFU+VT[J/>AI.L]W*KPCB*\K`>!ZL& MN["G&?YZ^5EMY'5GO2\']_5M$JTZXWN?;F\\[5KYOTOGF`Q[.?R^$: MKY=ZG(SK_FKU^J=P7^X]G5Y,;I#2ME4/]=YS-=F'C:XW_/J%3WJZZM1,;E1S M9G]=J>*V?5@^@8B)G:13'&HX<85?=WFQ?>*24FV+7^ZBR MBXL:NI3\(V(T'4\4"_'L)MI<3_3_MCAQ(DN)T$C@\SS?BG-`Z^N!+I]HJ?B]SCSBIX3A363X8<'% M#U1?````__\#`%!+`P04``8`"````"$`VBN_CX?9S]P/^ZY=5#)7U2RW MJVZ];[>+ZOO#ET^QF@UCTZZ;0]?F177.0W6W_/CA]FL^-&/YT+#;GX99>4H[ M+*K=.)YNZGI8[?*Q&>;=*;?EG4W7'YNQ7/;;^M2L'IMMKK52ONY?/J-:OGKF M['Z]J/K[M?;5[.%\*D.___!NL]FO\N=N]>.8V_$_8]2_NOYQV.4\EH%`R'/3D)SHYF MIXZ&F:/95-:0RI9-90NI;-E4MI#*GDUE#ZGLV53VD,J1S9T(N1/9W(F0.\+F MCD#N")L[`KECV-PQD#N&S1T#N>/8A>Y@H8MBKU89$;48HJZZ7F,Y*LREA_IW M&G>YK"^O<+_GV'9PT`Z!C>,`<1S8.`X0QXE]5I!@[B3VT4["1SOD'02<&_;4 MX)EAI['`--9L$FL(8GU5#D]?@SRS>+KU],T(]*9AIXZ!N6/9&K=0XX[=`CK8 M`HIBKU89$7<5;`I"@1JVL0RDLF5W.Q9V.XZ]O7)P>^79S9>'N>/9UO+06H%M MK0"M%=C6"M!:D5WH$19Z9&,Y0BHG-G<2Y$YB.SU!IXMB)T\9$4F4O5IXL38_8V# M_8UC]S<.]S=L90:L3/9&+[VST6/GLBB8S.SI@;,3V`(/T-^)O:]*<%_%C@8' MK0@/%1'9#(P0@B)7 M39YAU_1Y_6WLRU\(7G9=+V^CYLNSF>PADR.;@A%B4-@8%(A!86-0(`;-53-Y M,L+;DC`0@X:-00,QZ-@8=!"#@8W!@#&HV,DC"F:/*';ZE!$1F=F'%O#,PK$U MX:`F`EL3`6HBL<^[$CSO2NS423!WV),#YT:SJUS#(K=L25@H"<^6A(>2T&Q' M:*@(RX:@A1#T;`AZ",'(KO,("SVR(1@G"-:O_JV]_`,``/__`P!02P,$%``& M``@````A``7!)>ZI!P``1A\```\```!X;"]W;W)K8F]O:RYX;6R4F=UOVS84 MQ=\'['\P_+[9]+>+ID,2IUB`KIWP^/#R=R])Z?4?W_9I[U';PN3915_]/NSW=);D&Y,]7/0_?7S[VZ+?*\HX MV\1IGNF+_K,N^G^\^?67UT^Y_7J?YU][$,B*B_ZN+`^O!H,BV>E]7/R>'W2& MWVQSNX]+A/9A4!RLCC?%3NMRGPY&P^%LL(]-UC\JO+(_HY%OMR;1JSRI]CHK MCR)6IW$)^\7.'(K^F]=;D^K/QQGUXL/A7;R'[V]IOY?&17FS,:7>7/2G"/,G M+3ZPU>&J,BE^NQP/Q_W!F],D[VQOH[=QE98?,;T7=>1K-!F-9NXO72H^&_U4 M-(-G_0I#(BE=%Y*C!P,C,FF3K?/S1S%:=QENAH M[>91D(0:`M#3C":=7J1(=!<+G27I3#MU9&:N8_8S(Y4:C!].2:JL=\*-`BRG M6.6^*HJ3*:+HF9H77%R%#1/=I:^S@>=`)/H M,DGR"NAE#]&=S3/\/W'\"!T&!W/T^/N`>K154E;6B5SO8OO`U"G%P,"3-QP& MJGV%9@!ZWY<[;:/K?(^FL]-981Z%CPG-1P4$WZ(#[G7T,?Z&;M?@JA0*])0& MF/&^_UU>Z@)8/)MM]#WLN+0*(<9$!=2^-1EH-W&*&G89J:M0C)^S MD9#6^&!*C%Z7>?)5C&,>5,#G36PS9!YS0.Y`DI79YPI1`91W+LL@R76@NQRV M=6ELW4"B*TF!ZX1-&@,L;_:'-'_6*'9G/[I#Y8ODC1A&%=#XEXX+[59^;\IC M^W*.T-I*&RT,H\HB@- M2A)HNT0>"^M[KQ#99"9ASQ-:5_>%_K=RB;EYQ+]R29G+XX;*?;.[47&_4R.& M=!1`VJT$'NJOK3?*,5,Z"BAMZU7H&*A\,;,QPPIS7E:Z6Y:8V9AIA3E/B7M6 MFP]F%J:\T=VM2_I@?F'*4VJ0I=[59H@!'@<`AZVH38/9'0?L=G%X3>#OU M[''`<7>_$?.:,,?PYZ6ZNT)!<5.A$V8:!CVEMY7K6M'E/K>E^:^^(KACSF7R M;X6-B82DHX#HUDJ_W.`B@>U.)HE+`^X\0U((D;9HKG57_50:-B1T`JZ[FP8W ML0D7&0+/4+<0YWK"E8;`$Q+-YWMPKW']T.XHR#/C.IL$4`L=C'PT]9$"0MA- M$];A,IL$7`N=M7G(#*Z-,;:>E=ENQ=)SD4T"K(7.:?+Z+(HV(\2*S8-F!:&<.[.<3A)S0O;;(BK;!HPW=WO&2$EEGX: M0'V56YOC)HM3XTJ7L<$]FRJ4EWL:@$QC[W#8S'!F+[%.Z5%)"/%Z3P.0VS>= MEP430KS@TP#DM[&QT>1%R4)RQ0.2;\!94K9HU*=Y M(<2==1J@[`#!%=P=O?XR\3U6N\1Q-/H;IUQT-R$DECQ@^3JV]MG=J]`0*Y2" M4[S!T0[/9\"B$.*^.@M@ON;;122CE73$?6P6P-RRQ[\L&1@@1S.>&0*ONEIT M`A1G8DX!Q?5E)_J@#Y5-=K@_M,`\$Y,)6`X5&&F:C`*^S58Z"UCN/K5P:#)KGN4YYZ:B4/8 ME!OS/(#9&\K0S9E>!%X^O9%,V9PA0]`]DJE2:(L-G_.`3^]+F:.Y&!D`Z8T4 MX#"!\X!`;R23HJ8\=!$P=[HXT`..Z-3Y:($5FF\S[T7`7*O0:0LCH04CA\!+ M?:O.]2[&PX\B,JS#Q"T"XEIUUM5^']OGB(^!"^ZE",[RPR`OF$8$/R-TS/J5 M>&R[8#81>#K=US8N#X5MCI8L0+5;B)ENTV@V4IK5DI%&\!,ZS6V7=1CI98!T MFY]&AU%<,M,(?L90LM.;"L^*N3:6C#0"7Z?CROZ^I(DI'"T:$I- MN+0)(2Z.98!TE]![L>TLN1DC.&MJLLIX_UJ&2'5)U.N0 MR5:(SI"Z%'4V9+85HC.4Y`D^PL.J6@G#=M-:PQ']2YPKM67$H3O`1V M/]S#X1J3P'AF=#@C/E_UPNI^K13:?]:?=\+0_O=S/__VOKS?K^>QRW9Z>MH?AU-_/ M_^@O\]\>_ORGN_?A_.WRVO?7&40X7>[GK]?KV^UR>=F]]L?M93&\]2<8>1[. MQ^T5OIY?EI>W<[]]&IV.AV6>9?7RN-V?YACA]OPK,8;GY_VNWPR[[\?^=,4@ MY_ZPO0+_R^O^[>*B'7>_$NZX/7_[_G:S&XYO$.)Q?]A?_QB#SF?'W>WO+Z?A MO'T\P+Q_JG*[<[''+U'XXWYW'B[#\W4!X99(-)YSLVR6$.GA[FD/,S!IGYW[ MY_OY%W6KZVR^?+@;$_2???]^"?Z>75Z'][^<]T]_VY]ZR#:LDUF!QV'X9J"_ M/QD3."\C[Z_C"OSC/'OJG[??#]=_#N]_[?C\OZD6UR@J55_/98W^Y?MT;W_EL]_UR'8[_19"RH3!(;H/` M9R+(A&-A'>'3.JIBL5)94ZS@ZA..I76$S__OBA!VG"]\_M(5EYBO,<^;[77[ M<'<>WF=0O)"1R]O6;`5U6\$"[XSQB[&.8Y"S"UA_/*S7=\L?L%(["VDM!#X( M4W!(1Q"S7B;NABR!4\V]-&%,80!+H@K+DJ!JK()JSB.V%H*+;7ATD643671H M83Q@E1,\C!6J+DC'NA$\$`)K31E;<43G$)0P9_C013N$S!9<)L'26._G,#6B MT&2<0XN0];CJ>5$MQ"PZ'"_'G3,N:NB@RF:A>$`=.+`\0NT&#&=F;Y>^!,VH M8"H"MP@I1Z:56B\J?N'.C5,VG<$4=*7*1=X$_X2W=F"9V)K1=CO&6`5=688( M0;KU0FX6-TIDG<&0A5[&YZ;=J&2W2K(S5L%.7+]%"+*+UK!SH\3.&0P[44': MC4EN1I7C7F.L@EO))]LB!+DI,=BY0:+F#(9:'B5:NV')KDFR,U;!3BQ%BQ!D M5V31PKIAXN<,AE]9+T1CU6Y8\E.@GHGTC6;!4+34UF*0XGI19.R?;$*$)L9D M&2DO2N:>B071A(YF8%I[7``*.SYK2H)3:S%V!GF^$!?M".!)8UAT694KZ:)# M%]:8E&G]"9ZH"-!P??,4B]>.KM#'`HR82D<0SQ0#3SCIT(ES-?W?+[,IIMDK1H3=%D4%;"R31BI[7*28]9?%6NY;[J M".#S'[KDL!7%MM&A"^=IM"3!$R6&\91RJYP,C45:R2+M:-S39!ZK.+]N'#PX M2Z,IGN6X"465H.J$A%46,7;29!BOZD74.7`\+))*9'*CPAA-(]5(V_$/8O!9 M&27RLZ(:,68N."H3M=HJ!&'!UU&'Z&C<)S_TJ%9RN73HP6CF:5T12Q(#>? M=1,?1RP$LDV=II9%),(TC8IV['08/C>H^D0=Y<;,[YA4)K2GM2#HW\16[@J" M4"F1Y4,G31"YE7.NIZ[H1[.L)L&DM2`L^E)%C9'&/5,AI$*:=>C!1BQ(,QE)A6CHV%/,I3";"$D0(<.G*31 M'K_@8X,H_#DO1VEB"Z]$]VDM",DJ5<=T`X'#!S;"91V=G`@0+;T1(D^8EA[U MB1,566CS4,3J+%NL@OOT1C2]CM`^R5^*\RP9"P8M19D]ULF^G!'PSZQ&-4Y1,_>=.C"Z:9EJT!]X:4J M#ITXV;1X%0GQ4E*\+`BN3N<6E0OQZ`CD$^LD;,)-AVZ<,!>R MJ&91>F#M`DY2(PJG3QXDZJ4CB*?]J9,.G3AI+FS4$A*"EDN=*)Q>F4:4KZ+\ MNF%/U%E&AUK%_<`!P(733,M9D9"S7+3#UH)FXN5<*"L)G=K(JUO'/I"$%50193%3=&K,6NT(20F2ZYH$64$S=M MN92),0;\A(4WH3514+O[<0R=.FNM=1#JA>X5HN2UT M&;QI^U@^".*+XE,G'3IQTM.:5_Z*YED0I(Z$411Z1Q!/^G/-"YTX::,R\8U% MB>+#3FN%V/VM!>&6$^GO:-#3=()F>IN`ZQ#.":;5KDRH72%%V8(FLQD(%]YG M?NZD"0)SXV03:@=W(-3(4)*FCSTE@B9).XC/K;-\6#>:XDK2%=)I?NJD0R=6`A77,-FZ MQF'QJ#&7&\N")DD[]?*DG>7C$J"X48;3FE8E-*T0:MY:T`9 M(.T@$6FN7K3)4%NX$$0E@"!\42>+CKF5TR=/=-)!APY\B>0NGT52Y3\(;6U&/,K-0F^*L2QO/,H-[]- M;-+,Q)D;=?`B/S(WQQA\'3#!'-4D7'3YZUY;(48PEX<5C_+,R=&9-$,QYO#^ M0,1<&:'XB/KHP#N"_$VIM1A!79S5.X]R/#>QR;QR:CH0Q`(44L=72/'5QF-_ M?NF[_G"XS';#]Q.LL7EH2%9\=;55M]U8NL*^@5=:4_8OU>K6U"E<47A`/<'( M.CG2P$B3&JDS]^;LDL+!"ZUOVY?^[]OSR_YTF1WZ9Z`.SRRA:,[X[BM^N0YO MXQN/C\,57F4=_WR%=Y1[>+,Q6P#X>1BN[HM)$+WU_/`_````__\#`%!+`P04 M``8`"````"$`+L\4!U\#```<"@``&0```'AL+W=O;"W]Z]E8;T0+BBK8ALYGFV1*F$IK8ZQ_?O7TUUD6T+B M*L4%JTALOQ%AW^\^?MB>&7\6.2'2`D(E8CN7LMZXKDAR4F+AL)I4H,D8+[&$ M5WYT1" M9=(!G&L"O()?JZ1J#T#J^%4_SS25>6P'2R=<>0'R0]LZ$"&?J%IK6\E)2%;^-4:H M01F(WT#@V4"0[_A1B,+E^Q371*0S><02[[:!.F,5H,C%:=Q<@'F`RBUB4*^A(I+?1S M@`%?/"KK9"2JGQ4`WP/]=4U=*..3'^\I=-['^6QG&4KZ8"] MZ&I@V$:],&SD.7UG1NS5+%M)!^SIQC'JEATXZ\[WB*T^E_T6;6NBI`/VLEMK MXC;JEATY?AFW4+3NX5F\$'Y29P+58T0>[,PJG\3=6QDD8 M^4[?F%$":&:`%R&T2X?ZH-47SJ8)-58W[$^D)K%OQG08M/K=:6BL;G$W/]^H M'?`K`]'H3?$6UWJ/U%3VN70E4^)!]_O"F^[K9;%MX($3=1MOW)?Y28;C802? MCD2C;^&]>@R?'V4TF>6+/348G68L'1;G80<-9]J].Q/PHPQEMBO+_ MB3!6J^8S-RF[.:3-T582?B2?2%$(*V&G"@X!!(LZJ;D<[.%RX.OCO5/`D5WC M(_F.^9%6PBI(!DL]9P4]X^9T-R^2U?J\.C`)A[7^F\,MC,")Z3E@G#$FVQ=U M?^CN=;M_````__\#`%!+`P04``8`"````"$`K4]0K94#``!O#```&0```'AL M+W=O'2D#11DJI) MU=V5=J75:B_/#IA@%3"RG:;]^QUC<&)#2?O0A/'AS)D+PV1U_UH6W@OA@K)J MC<))@#Q2)2REU6&-_OQ^NKE#GI"X2G'!*K)&;T2@^\WG3ZL3X\\B)T1ZP%") M-^+Y*%Q#W:SC%2FS2JE$(%*N\=) MMD8/X7(7SI&_634)^DO)25Q\]T3.3E\X3;_3BD"VH4ZJ`GO&GA7T6ZI,<+/? MN_NIJ<@GECM4M"2O`$_SW2JIZ`$+'K\WGB:8R7Z/; MV22>![=A%"-O3X1\HNI>Y"5'(5GY3X/"EDJ31"W)+'\>PZBZ\5 M-9$\8HDW*\Y.'K0'^!0U5LT6+H%9A3`%35J'"0IRFRCT@X(#%#X`*,#\L@GO MXF#EOT">DA:U'4!%-F1G("K!H,4(@C`O!'5^E;7QJY*KE&Q;RX606\?%`&)F M()9/"/S"9Y.$66!B5J=0L0M/$')HF+0<#9I>@.8V8C>&L-0`R86:+@/*ND80 MDTG\(G8BWK:8Z5P7QA'PWJGE'&H_X%Q97>=3FW[;8MYQ_MZIY7PVZ%Q9;>>0 M?Z>?MAH$(9KTN/D?0U@JYI8*MQO4Z=5NT*`Q-6,(2XUZ69P?T*X;E-7.2;\; M6DQ;D&`2QX'UYQ1PU\.?-AVV+.BLX>FJ=H-P*P)(0PJP>R MTIAM$=`J[E/2HL:J,PJQE:A!=JZ/VRUJ4EYOEQ8UJD@3#4-L16KNG15U'1/J M<3@^0#J0J=#4K5`?$9LY8,M0\VY`AAZ#M@RW3\(6=)9Q=J(;90QARX",#IL9J]\B%2NYECWZI]L]D8S0%L@34^D!^8'V@EO()D0!E,YE`CKA=& M?2%9W>QB>R9A_VN^YK#8$]AT8'`C+V-,=A=J8S(_%3;_`0``__\#`%!+`P04 M``8`"````"$`>#!.SV8#``!)"@``&0```'AL+W=O^9GW_6E?6"^&"LB:UD>/9%FDREM/FD-J_?C[=Q;8E M)&YR7+&&I/9?(NS[S<V.GL/78WY\[&]RUC=`L6>5E3^[4AMJ\Y67PX-XWA?0=ZO*,39F;M[F-'7 M-.-,L$(Z0.=JH?.<$S=Q@6FSSBEDH&RW."E2^P&M=BBPWR+D$U5K;2L["LGJ M/QJ$>BI-XOQ#\#"C?A.P&B/(7I`QZ M(,N1GG-8-6J&C2>,VSDDF,2\@E@.$$,$&'%%A!J%RHVR2H)H(.C\V6I,.,), M$+M;"$,$D(Q$=)4)O*$0:C:U(:7!XBB96J(QL2Y3N$#.5(L!"%#LQ$,ZAA38 MI",IYZ*H45,"BOW%P*`-T2`(=-%I(G:W$(:*Y545:M2L2A2'9HBMQMP2<0MA MB(BNBE"CIA51/'5"8\*N&D'H1,GX,ZV,`89C/L8F%[`A35TKEZ-\KI(:-?V9 M[UJ-N>7/+80A(C%$3'>MFC5]2H++GM,[1F.T3Z'C&9DGEP/;@7=CL.]<+#CL(V>FHKKIJ:I93U,>;^VO4,TTE3A&IY\_(@W0G'!SD))_S;'C3E MUQ:\,6D&5[WO2G#=$LW@R$QNBS3HC>#7)\W@JN5=@L_LUQUQ+&+>RN`:5_;K M7A;$SJ0\ZIH?S;]]NK0P?:/K>[`F_$!VI*J$E;%C`VT*P1$=1O6;Q%:]273O M`L,$W.\M/I!OF!]H(ZR*%+#4$5S8"MZGG M`+A@3)X?U&4XO`1N_@$``/__`P!02P,$%``&``@````A`,U@'N[/'@``+=`` M`!D```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`BY#=43$BA_.Y;OU4:4K7IKTT#BS9S M&H@U=V8C&.MZ"HOY_4GJ8182(B8`BMTIWD9F,O M_-C5]?W0[AA2CX.16`/L,HJ,77/OAB,'J-O+C<[ MQD%O4,>L`J^L,99,4*)ZW#O\JX(QE\,[C*R"IOD]&)!,#5<#1V(>2"4JT:8=_U8Z1#C.N"(;`+>T8=)IB7J)C7H6#L]_9 M>Y"IU.-@).AX';FK=$QJV"/$=SFC7N"J^@>._RK@\'8"E#2AW`; M8\D$)=IT@@[H-#-)=[HYLNB%7/-I56C$<(Z??Z6T74R^WB/? MSMSK'K/*?SC&=2R9H$29IA=:T^,J&',YW#&R"IF.)1.4:-,._^BWY>!OS=@* M@I%5^5V))<6HRBN[GTRE'.X7ZP2V)<7%9/JQY=W.\F[^97C//L:2"4IT9QWJ MU7%@G@7[Q)I5,`ZA9(*K:-/T2%6'[AO;50@EUWN-NO MJO^8TXZIJ.-\8/RM/?SM[%%G5L&6"R$]1\P3N(INN0/!.B?,KB@G(>'&=2B9 MH$2;=B!8;QN,MVC;$`@FGFP'<\R#8,PB$16 M0=.\$)!,%X3E&C3#@?K MG8/Q%2!E(Y!+2-GMFUM16]_6*3DT,9'5XIA@'FX\'N[LH6A6@7:.L62"$MUQ MAXIU3)A444P0S_A=UB:43%"B32<4@=V$217%1'@VOY-U^*+JJ^90="/U,!A; MS,.YW.P?YL3EF%4H&+%D@A+5XZUFHL7,7`[WCZR"IOG=)9!, MR?:XVC&VJ1P'@U70="B9\F/YJVC3#@TKL&R9AP,AX-U,#P.[LU;H^,6D8MWY5@R08GNL<._.AC,OP`E6U;YES2;#B43 M7$6;=OA7!X.Q%05#X):"88X@QVU=7-F;UJF4XU`DX)C-K>XO\TA;W1LWQRVB M5NYO*)G@*JJ_9!"9GLOA;I%5*!2Q9((2;=IA7Q6*'2-+=[IYMY)5^0ULNUNH M>KN;3*4>!F-'3FPP:KNI;.\O]O9H=%X$'XW&D@E*=(\=]M$5DO?>.V9?L%MD M%0P&+P0D$UQ%FZ9E4*=3V7:Z#0:K\MM8^U<8XZXNM_^R5LIQ+#3S2F<]UNW- MVY[C3ECG/0SO$[%D@A+=68=X=1R895$<8N+M0LD$)=JT0[SZA<>@BO8)P=D, MCSMS(<9=739O"J92]*Z2MJHY5\+@\6UO3SUW@C#O87(80LD$5]%F,>EV#*@H M#"'&QKP0O>"G]<$)W5V8\[^]9U*O4X$/2L*[LE$.G'UN;>Y.ZX M9Q5HW!A+)BC1O=6DLV<5>V89]::\S)T/CV05-!U"<8*K:-,.\>I`,*@">.P% M9S,\-IW]][%1";;T"1*U8YB-?BKJI5/+M=7N'?15[U#W'OKV]K`SJV#+!7^> M(]ZBX2K:M(9@DQ-F6)23D'3C/I1,4*)-.S"L<\*8BW(B,)QSXGVXI!:XGRX1 M@7L0M&()1.4:-,:@#8:`X,PB$960=.\$)!,2*MHR0;^,0 M2B8HT:8=!-;!8')%P1"^I6`X'S09ZKKS09-2]ZZ4MINH`W8,AI*VVWPLF3ZD MGEZBX)4UQI()2I3I@P/`*AAS.=PQL@J9CB43E&C3#@"K8!R86[K3S=%65O&. MX'S01-6=#YJ4>AB,`SD!P9C+#4KLF6=6P1ZGQX'9F>`JNL<._^I@,-F"'>/` M*F@ZE$QP%6V:'LEVN@Y&*MM.M\%@5;[):/^Q_5#7G0^:E'H<#(=\=8\]\@WF MT.UX$/)Y#\._RK33/9HF#$_#N$D@E*M&F'?W4P&%O1CB%P2RAQ M/FARJ.O.!TU*W;M2VJY#ONH>X^"1;S!OD(]916DM1PG+&^0<#('?1!="^/9 MX5\5CV[E`7"P1Z$B0P&Y0C-AC7'NH+#*"+UEFW?H("0BP\YC&N)UC//$*7-W MIW*2ZE?DA&4Y)_;0DR8EU/7VLR=+_8J4)$XAQZEN'0]FBSAV*Y;A7H<:2@G2 MF%YC+G8K1AZUJNQLSB&IR+#SD)[D'&F,

.*B4,M0`TW4K8ETAC_HB*,@*J MY%:J2W.6:VK<.E14^XB'Q<&>C'8KX9[WB`R:*S3D'*UCG#N`5/L(@RU,2,@_ MZG:H(>=(8YP[E%0)8;J%"1$(^@D!57(K5>]Z:;?S8!:SA]1]SH-;M-O!'I!V M<+Y+3DBLH8DK"=:7WN$8YPXCE7-F9)00..1%G/-28)\AYTACG"=PF9[7":,GG4BW9[L">F79D(XSVB]!FQ;]:0ZGH_>()DZ(7FZ2Y20 M,@3&30BJDMOKF3@/;S%]KA.2A[MHMP=[AMK!&3#29UKD(OMR0N`Z)B$)2,:Y M2@@#*TP(RP!!Q@X.BQ'G:!WC/`').%<)86#IGK=[2)D&DQ+2_NTPV1;P)8'S M481%$.\D\RP7XUEUVR.C_1S=<9[%BS-`MA$!I=M(8[KM4%(Y9VR%.4%TDX2' M&GIM(HUQ[E!2Y82Q%>9$Z'8Q)[7`S8D(KLA)@A/*"<-+>S[8$]8.3HB1;B,. M2DZ0QG0[P0DY9WB%.4&,$^>AAG*"--HY9:)Q7N=DKMMW"NU^DF5\@F;>1]`\ M22&@PR.:)BG5."'SE!?39_J#.?GCPBY/@3$):*)\DYTIB$)#B9GM,E6WJ>ZE1@,M0*^KX$S M8\0Y(J`X1QKC/&').%<)86SI5Z6SAPC=G%V"]A!0I3Y+=6G.FO-5.#=&^HS8)WU&&N,\X&.>+1,F!'%-G(<:ZCG2&.<)2*CG#"S=27[EM^.,S)-?@-\\&4;[/9A'/'9P@$SN=*RAT<77 M$W(>`V.5:,[GF;D3)2QMU% M4)7Z3(M?)*=QFY"$W*:ZH>*P,G=&E!"6$27*IK[L6]+G4$/.D<8X=PBI$L+( MH@6+)>_?\>`@&7&.Z"<)01KCW"&D2@@C*TR(D,U/"*A2GZ6Z-&>Y7L9M0M*2 MD'*_E*?'*)?#JCE9+4-FO$>2_B+J27^1QCAVR*B2P:@*DX&()LY##?4::8QS MAXPJ&8PJU?/VVU2Z/$"&_D$K1:/K]NT7JHB&[V/WNW:D\:+PKISQ[7"QOEO- M(V*4[V'5G+'"23+2<40_R0K2:.?S')@EW3G<<:FI-_/2&] MN31U5O*P&-5S)RMEIHR[BZ`JN47D-'TF']4N,O>Y3H@WD698-6>L<*2,]#D] MU*5_7\P)@>L8YPE)*"&I'O]+'IPK(\YY*2))0=:R*XMSI#'.$Y*,$;/<0 M1A==N')9O3L1.&!&G",*BG.D,@XK)IS53AH1OK,2U%ZRR5;7$F?D<8X=_A8WY'D,3)A0A#7Q'FH MH9XCC79.+F%"YKIY?^`D),LNG)JAZM25JGP)IAU9RKPHDS MN<^QAIQ?ST=O=`T]\7*WG>?)1`F!8V?$^15\A.N8GB<@F9[7>T@>*A/M(67V MC+N'H"KU.5FX1'SC-@')N%4)86`IM\/*O/:/'1P^(WU&[)LUY!QIC'.'CRHA M#*PP(8AKXCS4D'.D,DJ?-*+?#JCE5A4-I?1,L9Y MG9`\>B9*")Q0(\X1^W*VX3HZ(?-\&>.\3DB>/Z-Z[B2DC*EQ$X*JU&=:_$K* MS.-EC%N5$`:6:EB".7[U3A.J;/"4C&N4H(`RM,".*:.`\U MU'.D,HXTQGD"$NHY`TOUW$N(<"TEQ/M&EZ[, MM$F*\"M=%OD5L4F4,D]!;2Q,,?44AJXY:-TCV$GS0PTU'VET\^<)-,9YO;'D M"351;.`@F^P\UM#W3EX/S7D,C7%>;RQY3(WJN1.;,LTFA:+]@I=.U;UO>%D4 M<4[F433&L^HVN266*<]#UQRWPHDVTFU>BC;JRP""ZYB<))XAYZD>'[?"L3;B MG)?"SI'&.$^L,LY53IAEJN=>3EC&1R7>][UT9?I-2M)FU7[ARZ+PKHEQG9B% M7#/3E.NA:XY=X8@;Z3?"XZRAUR72&.<.0E7&F6ET`4LPO6-7..=&G",\BG.D M,B^X]5Q)[Y'&.$_(,GE7J6&DA:E!Y!/GH8;RCC3:^3S"QCBO M4Y-'W*B>.ZDIDW!2*)QOA>FL`'\MS"+WKH]Y!L'QK#=;9^B:XUDX'"?W/M;0 MESFCMZC&.745I2:/OHE2`R?DB//T4)<.,W/>X3K&>0(82DVJFSL!+S4L8RIU M[=R:KLS12;'JVF^)6017Y,0A:;V[Y"$X*NE#M^Q5.'9R5(]T6VGJNI-M( M8[KMT+3>7?(DG#`GB(+B/-10PI'&.'=HJG87QIOJN9<3H6"*P7;5?#5(5\;J M)`%-OC)W$N195O"NB/'L<%1UV^'HT#5'M7!TCG1;6.NYDIP@C7'N\%,Y9Z"% M.4'<$^>AAGJ.-,9Y`A;:3QAH84Z$>RD&YN!K[,J(':=*;N5WO6NAW/;>`)ZJ MSUPWN]_0V:-:D=$^4&XES6XS7J&9L,8X=UBIG#.\@H3T>5H/=HXXR-G&ZQCG M"6"7$]+G,3Q!0D3&Q#$G&-3M]"")DG-"FB^36>K>%3-^$]J,W^K#.'V>FJ/\ M#KW)[%%DN-/IH3#;\3K&>0*3<:XRDNKA>^4>#L_A7>0*#:6;'\[O@''N<+*B M39^GXJB>M[0167ZOW'ZUC!:TGP\ESU<3LI]GWYAN5WAAGJ.-,9Y`I/INAQKJ-=+H7L_S;TROZ]TD MS\>)4@+'Z&3GL6;JH<8X=UA9IR3/QU$]=W:3,D;'N>L8>U0EMXBAQBWY0)GV M1O`,O3V;[>$8'>ES>JB`-W`=X]PAI4H(XRU,",O@#@A'[0<:4R?$Y2,=(8YP[C%0)86BIGGL) M$;:E/63;?C%-7^;U)('SS32+X(J<:#K*'POV>3J.\CKT]O159)3+R^]JX*`= M>1T*7;UU3)<=.JI\,*["?""J23Y"#>4#:;3S>?J-27:=CSP=1_73]77_A>[#,DW&`6=_*>O-YAMX>Q/9PQDZ^#+%FPNL8Y]1@ MM,'DX3E1@.",'7&>'BJ`)US'.$^T0@%*]1A!90Z/>Y."JM1G?@C_!6_<)EH9 MMRHA3#,5]Z$WAR+'OHS?\;8&Z3,OY;N:->0<:8SS1"OCO-YB\FB=,"$(>N(\ MU)!SI#'.$ZV,<[7%,,U4S[TM1J#G)P14R:U4O>MEW#K`5`EQ@#GT]O"U[P68 MWB-*GT,-.4<:XUQCTWY>I\^#=\*$(.R)\U!#SI'&.$^\0@EAGH4)$>SY"0%5 M?!YJ3KDUS`-SHH24N3IN0E"5W-+B%[EI^IR`9/*L$I+J-B'K MYN@5SM61/O-2($7D'&F,\P0DXUPEA(%%"Y9[:^>/3WHX5T><\U+8.=(8YPX? M54(86&%"A&M^0D"5^BS5I3G+G8-QFX!D^JP2PL!2;H=U<^@*Y^I(GQ'[9@TY M1QKC/`').%<)86"%"4%<$^>AAIPCC7'N\%$EA(&E>N[S\1Y'([I<[V'Y'$YRNVP;@Y@_QYO$,Z^9,%<[4R7V.->3\>C[.PW!,G^L] M)`_+B1("9^J(<[I8F$3D'&E,SQ.0C/.:,GGH3IB0M$S:M_V$@"JYE>H5"4E` M,FY5GQE8RNVP-OO#L8FSPT?EG(%%K2C;FO=N]XK9/'VL M(>?7\W$>JF-ZKA+"P%(]]_80X9J?$%`EMU)=FK-<4]/G!"3DEH&EW`[KYDP5 MSM21A"#V24*0QCAW^*@2PL`*$X*X)LY##?4<:8QSAX\J(0PLU7,O(<(U/R&@ M2FZE&B>$>MHDI*;,7&].S)HSU2RC':"\8)=,YC['FJF'&MWG>1B.R3;]>CF9 MS,-RHH3`F3KB'+$O9QNN8YS3M4>ORCPL)TI(F:GC)@15J<_)PJ5W%L9M`I+I MLTI(JMN$;)HS53A31_K,2X$4D7.D,>\%':. M-,:YP\=Z#\G#5$`96F!#$-7$>:JCG2&.<)R"9GJN$,+!4SQW*E)DZ?D*$ M>DZ5W$KUBH0D(!FWJL\,+.5VV#1GJG"FCO09L4\2@C2ZS_,P'.`\#\N)$@)G MZF3GL6;JH<8X=]X_U@G)PW)4SYV$E)DZ3@;&'E7)+>*F<4L^4$*\>3S#ICE3 MA3-UI,_IH2ZQ+R<$KF.<)R"AA*1Z_*$).%-'G/-2D#)P'>,\`NA/N(8AKXCS44,^1QCA/0#(]5PEA8*F>>WN(<,U/"*B26ZEZU\NX M=9A8WX?D,3K*[;!ISE3+M!WO$:7/B'V2$*0QS@,^YKDX84(0U\1YJ*&>(XUV M/L^]`0G)I+U;M>QFW`1&_TSK!ISE3+:!WO$7.?8PTY MOYZ/P0">/D_$B1("!^>(<[I8$1_A.J;G"5HH(:ENWC]Z"6'9A3/5,I['R0_U M67[7NU[&;0(2-H8@Q[Z,U/$>4?J,V#=KR#G2&.<)2,9Y39D\"8=: M4<#GO=N%`W/$.6*?.$<:X]SA8TV9/%%']=Q+B'`M9<#[4_@RF6<6A'\*7^1+ MPY;K;)Y!@I3IO7H&##'U#(9-<\Y:YNMXCRB]1SR4WB.-<>XP4Z6&(1:F!K%. MG(<:RCO2&.<.,U7/&6*JYUYJ6+;W_ZTFC]-QJ^0VYN3]Z]?3Z6UZ>'OX^/[Y M]/+E-)Z^?7N]>3S__IU>AFMZU/+3FY?3YP^WQ^[=L;^];WX^=N]&[^=3]VZ: M?WY?%GK]^/['PY?3/QY>OCQ]?[WY=OI,#[6Z2W>^+T]?OI;_\7;^\>&6$/3K M^>WM_#S_OU]/#Y].+TE-XL_G\YO\#S)T__/\\MO\=#[^OP````#__P,`4$L# M!!0`!@`(````(0!?+I@%[@,``)`-```9````>&PO=V]R:W-H965TJW*X`4S3FB]#I-1'`:X+NB>U,=U^.\_ MCW>+,.`"U7M4TAJOPU^8AY\V'S^L+I0]\Q/&(H`(-5^')R&:913QXH0KQ$>T MP37L'"BKD("O[!CQAF&T5TY5&:5Q/(LJ1.I01UBR]\2@AP,I\)86YPK70@=A MN$0"^/,3:;B)5A7O"5Q`C"19IH/^?[Z#Z"2)O5GD`&LNP!PX=U^)`L=\DXC#8K M5:#_"+[PSN>`G^CE,R/[;Z3&4&WHD^S`$Z7/$OIU+TW@'/6\'U4'?K!@CP_H M7(J?]/(%D^-)0+NGTJ6@)9P$_X.*2`U`ZNA5K1>R%Z=U.)Z-IO-XG*33,'C" M7#P2Z1L&Q9D+6OVO04D;2@=)VR"PMD'2^37(@..X=82U=4R2=SE.6D=8_^Y$ M2$KE"^N[3HQTO52=MTB@S8K12P#BA8KP!LE'(5E",%G@":PZ65MRZ'PAT0\2 M#E!8`,C!_+))%M/%*GJ!+A8M*GL#E;J0W$)D+V7H;<^RZUHBX&M)0X-\TJ"* MFZ0E7)$V9V76#F401H=RJ:Q6+VM!D[F2:HF7F@8-M<(@;"N,X78K#,)OQ=SAZ4M' M[OY1.AHTQ-<@+%]CN,W7('R^DOTZ^Q(RJ*N&INY#G+>(B9I5]%6I M(P]DNNLZ.9)(Y!5U)6TTHZ^BP8TQRF)4':I.FKH=3/315F!UQCLN2 M!P4]UW#>#"X-:[5#\8,JHV?/Y+`LC_+MZ3)_"[]-ES!/]/$/"6Q`C?L[4`LS MCT?V$!B3&W3$WQ$[DIH')3X`[7@TAPN(Z8E:?Q&T@<1A6*8"!F3U\02_?##, M9O$(P`=*A?D"1T?VM]3F-P```/__`P!02P,$%``&``@````A`*@=#=5I`@`` MYP4``!D```!X;"]W;W)K&ULC)3;;N,@$(;O5]IW M0-S7V(ECIU&U$:HM2M#2::-]3"_DTM.G-RD^PS=I+JUVUWQY3LP&(M&F'? MO"E&DLV>-ZW2=-U`WHSD[0<#>RF85D95-@([$C8ZS/F>W!-P6LQ+`1FX MLB/-JP(_)K-ECLEB[NOS5_"]N?A&IE;[;UJ4/T3+H=AP3.X`UDJ].NESZ:9@ M,1FL7OD#>-&HY!7=-O:7VG_G8E-;..V)6\)4`R1X(BE<"T#F].#?>U':NL#C M+)KD\3@933!:B4:\@@.E9X'_!.C'<[#5C>E[OM[$<2L;O$\97!)_-^)R-BT+I,>JSR=-; M5-"DEYKW42"Y2,:CTDE?.!_X031D=/'KBCYAQ07'5"FO5,H6Q#E(9L^ M%BCAKH8.[^B&_Z1Z(UJ#&E[!2<11#J70X::&@56=;[ZULG#Q_&<-/U0.W0\G M@E&EE#T-W+^@_T4O_@,``/__`P!02P,$%``&``@````A`,#>"&6\%0``&[X` M`!D```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`,I_50Y?$3)1^5#S%7LQ.[0YU6V>-5#R[&7H%*^TM,AM"LCTVJI.MGU13U.W1*G>*.;ALV4==/$GEHH M(HLP%J5M(?J"="S""-*U$&-U>A:B]].W"*.?@848_0PM1.]G9!%&/V,+T8-, M+,((,K408V%G3.9,%GDBA[?Q0;+,(^/`7:%8YT6^(Z7RRNA)91GY^RQ263HZ MB"T7C7V@LFQTA,F2\92883@9%6>CC5MMDA'-:V_:#"1D^934N?EFO<;F6 M,-=22UM.5E1VG_$A4,^]K9%K:5H#&3NY9477>AI%/JAM0>6B4;X[/JCK@WH6 M)(-O?<'[/FC@@X969!R`(Q\TMJ!RT?@`F_B@J0^:65"E;%2XN155](VYL*#K MDK'@2Q^T\D%K*S(.7Z6\5-5+9;FH95[)R#QES<^3C/-,IK MB**&HHZB@:*)HH4B0M%&T4'11=%#T4>XLQ3G'J*@BSN33:IO:I:/QRKL89GV/5 M!#F6)T11RT1\J]NHH?7LM>.XT:A-#11-%"T4$8HVB@Z*+HH>BCZ*`8HABA&* M,8H)BBF*&8HYB@6*)8H5BC4*I9APOBE..'7(N-]FE>+$4YQYBE-/<>XI9_)I M%4UF%)U6M&RT%C?G*MGQ$O1^9DPU0:Y*AJ*&HHZB@:*)HH4B0M%&T4'11=%# MT4/:QK:;MVW-%S;@`4$V5JZHQJ5F(7+TS;KG4+6GL!.61E3(GDY?'(R]EVB;'<6>F7OGB M":PG,Z>ST5P\-3H_G#/FCE13Y=@/(9,:DSJ3!I,FDU9*DDO*0;&XOP*G7_"- M#%.RF#9WU6'29=)CTFV M2=5CXY&2,L^]>)JLK>HETV=/[Z!6KHS) MO-4@0?9N]J>Y(9,:DSJ3!I,FDQ:3B$D[)3?[NW%_W!:N;,6SHZL@*`N);LK)[1_]TV?*7>G7OOBN:(GM6]_1^*Z=)C>'O\% M;7[DERN"B7(6022UM*\D)TJWMY9*4$^-HZ<&DR:3%I.(29M)ATF728])G\F` MR9#)B,F8R83)E,F,R9S)@LF2R8K)FHD4/\PD*7YL0@^3I:0CW>1TE_ORR$GY MFT2.XY&5\E>*KCAZ\9/URA6_D[_M">+7S0M^M^;4X%0YME'(I,:DGI*D/LJ% M\/@_?3C0X"A-)BTF$9,VDPZ3+I,>DSZ3`9,ADQ&3,9,)DRF3&9,YDP63)9,5 MDS43J7U)1CIR36H?&X^$E($?Q\E2TK4\'CDIM8_[\LA*J7VN.'KMBZ=?FP._ MT]J73,^6P>;)].%;8]99-7ZNBOO2:\BDEI+C9#BCFSK':#!I,FDQB9BTF728 M=)GTF/29#)@,F8R8C)E,F$R9S)C,F2R8+)FLF*R92.7#3)/*Q\8C':7R<1R/ ME)137H[CD91RRLMQW&FI5[YX;O5)Y3O=]&?,O)#Z9V7&I`EYD$Z>F3UZ)*B<^'(FH`C(0Y#@>J2D#08[C3DZ]"L:3OT^JX&$@F$P*-TY] M<[-=<.IX&#_PTWUV7&-29])(25($;I*_%-.+8Y.CM)A$3-I,.DRZ3'I,^DP& M3(9,1DS&3"9,IDQF*4D.AL!VVWVND5)@^<1=<$=+)BLF:R92\S"1I.:Q\4A( MJ7D9Q'(^DE)K'<=QIJ=>\>%ZWK>8E\[V-FI>[SXNSPL,`2E['$E5O;B)ZZ?ECWS#V_W MKQMW>F7^B3Z&JJ;*,=0-F=28U)DTF#29M)A$3-HIR48DSZ3`9,ADQ&3,9,)DRF3&9,YDP63)9,5DS63.0!MOSG#1Y9*8^PY3@> M>2G/L.4X'IFI/%)3GF++?;F34Z^`\91IR\"OD$REU@9^MU?&#=AJJIR5#^=D MU](H:9V0YXK:+N/5=564OX2RG)\T>(F:3%I,(B;ME+C7JZ.KWZQ75U>%ZXKM M[*S'"]5G,F`R9#)B,CZ0^'D3QJ?JQ/7BU/7B[/#B<8Z"<8HP9[)@LF2R8K)F M(@4/LT@>V]^61BE+P.(Y',LISNUUQ]((G)>VTX.6&?/'K MN2&?>;NWD"C'-@J9U)C4F328-)FTF$1,VDPZ3+I,>BG)Y@:5+\K7M]I_]3^, M?=;_^%L&QEOD"WJ26R3[3Q[YWW6NER$O^XC)F,F$R93)C,F2#]5*W&<#[GC( M9,1DS&3"9,IDQF3.9,%DR63%9,U$:B'N1ZF%;#P25&HAQ_%(4>61HU(+N2^/ M+)5:Z(JCUT(9ZYW6PNRN0@-8Y29])@TF328A(Q M:3/I,.DRZ3'I,QDP&3(9,1DSF3"9,IDQF3-9,%DR63%9,Y&:AXDD-8]-F)KL M8U.^?](XHY"2QV&RC#R&N39N:4K%XS`>*2F7!I,XQZ[,L9@4/%=7>L&+9U>? M#/X.!2^9=7TZZ+LUOX:C&G_)*HWYD-32*-GZ&%R9<`ZW?TI.J947*%,/%':5O&2"=1ZQ3,V2C7^0FBJ>$AJ:91LA8W5K;M?;O`R-)FTF$1,VDPZ M3+I,>DSZ3`9,ADQ&3,9,)DRF3&9,YDP63)9,5DS63*3B80))Q6,3IB;+,NO( M+@GC(&8R2HG+#^S,*#GBD9!2Y,PPEB+G('J1B^=*GQ2YW#6]9"[U:;$+;J^, M-:O&7UM/U0Y)C:/4F328-)FTF$1,VDPZ3+I,>DSZ3`9,ADQ&3,9,)DRF3&9, MYDP63)9,5DS63*3J82))U6,3IN98TG)#,H^$E-L925?',$6C.,C(CI?&(R6E M[AE=&2-(=T+J52^>+>VJ>LEL:J/J&7\B6"W@G.N028U)G4F#29-)BTG$I,VD MPZ3+I,>DSV3`9,ADQ&3,9,)DRF3&9,YDP63)9,5DS42J'N::5#TV64(>R]6- M>2+JD9!2]=(".3I)]DA0N8W!*Y"EZ'$%KHRR)!?U7&'T.AA/GW;5P61Z MM5$'C=E3U0).P@Z9U%*23(]+_A[4G%I=YS`-)DTF+281DS:3#I,NDQZ3/I,! MDR&3$9,QDPF3*9,9DSF3!9,EDQ63-1,IA$FRI;-(DTFOQEQ)J828D3+9F4V6 MDW*3X#"CPTA^*84F7..KCVSI':3!I,FDQB9BTF728=)GTF/29#)@,F8R8C)E,F$R9 MS)C,F2R8+)FLF*R9*.5AJA[&(R%5EI&.O%8>*:D\W^!NFDQ:3"(F;28= M)ETF/29])@,F0R8C)F,F$R93)C,FVT\F4368IQNSG:"XRA=355SHJ7!'*0FB5* MQQ'(^LE++GBJ.7O7AJLVO` METQ]EGB'4WTI2<;%T6K1-4$Z^1ZCE!PO4!KW@VH&2D5#[N MRR,GI?)Q'(^LE,KGBJ-7/AF)Y2K?R9<7%>/73GDU'@X>0WG12MC_[,2,X'DDI58_CN--2KWKQ;.B3JF=./E<:>E7OOB2=,GM>\PXDLG4^LUSYA+6"WBU.V022TE MY?VW?/]F:A^':3!I,FDQB9BTF728=)GTF/29#)@,F8R8C)E,F$R9S)C,F2R8 M+)FLF*R92-'#9).BQ\8C(Z7H<9RZA_'(2;GDQWUY9*5<\G/%28K>Y?OC9K.K MW>_NOWQZV;Q]WX2;Y^?WLX?MSU!N8&N?!7?S??OE<9M^^?3C_ONF=__V_>GU_>QY\TVV[]5% M6<;M;T_?'P__V&U_R'8_/_MSN]MM7_:_/F[NOV[>8BWXVW:[R_XA.^'RU_;M MK_T^_/)_`@```/__`P!02P,$%``&``@````A`&;@%:$X!P``TB$``!D```!X M;"]W;W)K&ULE)IO;Z-&$,;?5^IWL'A_F`5L["C. MZ0!=6ZF5JJI_7A,;Q^AL8P&Y7+]]9YGQ>F?86Z=YD<3LC]EGA]EY(.3QX[?3 ME/]3U,(,(YWX3'(;A\C"?]]M#?:KZL+W49QC9M]VI&N!C]S+O+UU= M[<:33L=Y'$7+^:EJS@%&>.C>$Z/=[YMM7;;;UU-]'C!(5Q^K`?3WA^;27Z.= MMN\)=ZJZ+Z^7#]OV=($0S\VQ&?X=@P:ST_;AEY=SVU7/1UCW-Y56VVOL\<,D M_*G9=FW?[H<0PLU1Z'3-Z_EZ#I&>'G<-K$"G?=;5^TWP23V4:1K,GQ['!/W= MU&^]]?NL/[1O/W7-[M?F7$.VX3KI*_#MQ^*-]^[EN7@X#7.Z%/F7;'F$F^#X[-;H&8.G5M_'G6[,;#IL@68:++$I4 MO`AFSW4_?&[TN<%L^]H/[>D?A!2%PB`Q!8&?%"16_SM(0D%2$T3%8;Q:J,7R MOI0Y+FM,1UD-U=-CU[[-H,9`>'^I=,6J!XA,>:#%F,S`!=IJ^I/&`84?L.@> M#G]]4NOU\G'^%9*])2HGRH)B3A170B=GY. M1ZPI$S&E@Q"Z2P>2F2A,%EP,2]:8MG1ALJ1'H5`L,9"D6Z1QQ3E"D'.324$4 M=XG21S"],(VE]YI&?703P*J-!-"Y,BM&G0@MQVN]6BRR5,JT`;5*HU6ZX"%* M)."[F><6@\F$+67)E&G5HQ.Y:SY7CI`]EUJOA*!B"MT$83WZ""9Y.96<1*82 M]"B7#(T^$I(16HT9SM9A+"N7C6?A4O'S2QRWEWQ;#=.:,:W7*M!')QK%'#E" M6`6+2*6)R'MA`TK%V3*ZB<"4,B).5FF2FH4PF=ID14^R4JI')W)%?\D1HI2N MPDRF%,?=*4.U/H*I73.UUZ3JHQ.50D6.D$=%<9*!9-*N<*'LZ?0,N=6,LFY(]S1'H MAO`<:T>YY7C4;74UN/F4NAU.0126Q7(53B7[?(M2[4.X9&TL-\FF+-!O[+(` MJ=(P%%)8%BJ+H_6D+'R^15I]"->JW>6F=9)>-!^A6;J&0HK2FX6I``H"O!6! M,=P(EZPMYB;9I!>=1TB]5=68F5SY_&E$BOM(Z46X6.TS-[&3;8Q"%DE=1*&_("P*\DG$F-\(E0ZE:I7&MXU@?YMEUN`=1Y!Y*K1?B M[K@@PBV$THM3N1&NE3N=+./8Z7CB@N=$V=.I]5(ZM(,2F[CT(EPW3&;E6+:W M6`_S7#O<@RA3%FH!SR+F2[H?T?8J)_IQ6C?"]7/W,S7B=#UI)?K/&[`ZLA*U MCC)1\`41;B%4(^^VO5B;CFAU=M=`3Q+]63A%/@;9!-0UUJ%\_"\(\$I^M_O% MW/U,>IVN)PHU'T_>!!XEQ7VD]"*\%KCO3?8@.ML=*XGO^]]]I/0B7+3#_^RB M0-L213&Q$J1H`\;A4@!%?-_]O`B3#/)\=3P.3WJ&V%DY44:R*)Z"QCW%4WH1 MKIB;W[6,DZGI.9R$*'*2&/[@)M92$.'5^F[72[3GB"YA/4Z/PSR[CN<0HFQ% MT+>%WQ0.2G9B+\)S['!`N$(FUU,'=#A)@M3WJP+'[75-%/L0KAC"6)DV2O5A MGF%0*KTC00JK(EF!XXF'/`*\4C&&&^%2NM@RB3W&Q2#SXK0[>C M&.^1S-W.9-?EXCI1?A^>4^)ZTC0;^#RO(]A1#ES@V)QD`> MI/1&X:(=?F?O.'2R.]:1($5%`4_^TCH(\$KV>2:7['>[Q.EVHMWF1*%D%66A M$CV@(,*KV>>(3'/*[>Y:R.-AWB8V$"*;T( MEZQ]YN;3IBS0?L2N$\G+4Z2N9:&R3!`%$5ZM&,2-<*W`6%JE?<`+<4=ZI7T0 M9=(;B[HI"'#K0?OP(B@97ZWCN^13W;W417T\]K-M^WJ&YJO@AL(<-:_T/\7C M2WDS`"_:+]5+_5O5O33G?G:L]W!J%&;@;QV^D\&PO=V]R:W-H965T`PQW+-M'!U#:(_5(5=7+,\;81C&,!23.^??=PQ[;S(9.TCPD\7=2W^JJL&`"FV_,4_#<%G9=E^>JJ;H+7ZI6I@Y\*XI!GC9 M'>W^TE7%?KRH.=NNXX1V4]2MB156W6=J\,.A+JNGDK>7*#$KC[7PX^QJ&DTY>K;L>5=L3O#NM^97Y2WVN.+ M6?FF+CO>\\-@03D;0>=K3NS$ADK;];Z&%0C;C:XZ;,RO;)6[GFEOUZ-!?]?5 MM9_\;_0G?OVEJ_>_U6T%;L,^B1W8 M_N#77ZOZ>!I@NP-Q217,3MJ8+B'T;S--C(*+IC$UC7"D*`+'[Z+'>XP>91\J!3?;O*QYI4A2%V`.Q[\1^H"HR5,#O>QFRHERG4'CAHT5Y_>#>E&)VQDMH M4A3%(V\462$CM#BOH]4I%-I0H;UU@1B=49)62U&$KGJ)$Q-(G-9!ZA0*9*1` MTA80LS-8LGTIBM!2YD`ZDA[)4*##U2D47!&TCV/IYJD8G6$2TU(4H:=/B>-% M`7$]0X6.4Z=0.!.%D]HJ9F>\B;K)*8IDIP963&S/<%Y'JU,HM`R"#Q89_9B MMA!F&F(,5;)W$\LE@DP*M,B?3C$&92CR)!;&Z5D7DS,JE:HI$4MBDA[9@HKL M1JZ5J%:+)-%8C4%#K"9G5@K?3L59@E9[D04W#).?F>^Z\)*MHI.H_")D-/R8 M082?V)4R5,GV]KTPGC'KLDPRZR0JLT@:PCSM%0PBPDR3A*'JWMXLGECND!5F M4CWM+"+)M1*57R00X0\GW\LQH`@_318VC[&E7I^K9MPZB8RKJ0D!.OW:6$3&CL2)7L\=B*Z,=2"G1MK96H MR+#SFO9PQ?3,9D*42M64B"7)PZ3QK,@65*1S3%5PG^Y8(#YP/MQ>B&&PO=V]R:W-H965T%S"Y$B4YVL#9]DBM5%6]/!/B)&@!1\!N]GS[ MCB\8V[C.GGW8)/;/PW_&DQG'VR\?=>6]X[8K2;/S41#Y'FX*G/**-'CG?\>=_V7_\T_;.VE?NRO&O0<6FF[G7_O^M@G#KKCB.N\" M?OZ=GLJ2'T#$\>R*OOOS*COU<7FVZ4A;7ZL MP.\/-,^+P3;[,#%?ET5+.G+N`S`7[^6IO^[\V3)8 MK*(9BA>^=\1=_U+2M;Y7O'4]J?_E$!*FN)%8&(%7800M@WB]0(OE#UB9"2OS MT4K\:2LA]XO%(\O[?+]MR=V#)`/EW2VG*8LV8)D&8@Z><6]D:&"'"DH_4QQ0 M>`&P@^'W/4J6RVWX#M$N!'6P4+&.I!*A,:>F,W4D!'52(H1-D3@HH:-,R6#@ M($84:3/CH1;"D)Y9D)6THLF"_5!DL<@M(QDH.@O)HHB!.(V6F,L'#D'893`- M(GU(9"Y"TPN/4?0.8:2C.Q^\EA*2))$.P!I`E>6@7345UP MDAA2#H(1@8^"V$SH1T`V`9!T1-.XTC2R9)Z-R4QG=:T0-S-+!#1FB25-3"9& MT\30F3A8S-5$2M;J"LT'VIR-4J;X0&=-'U9F@G!HS?(\1E#H9;38-R%5Y]$B MB,9H\AIFS*_'ZJ(I39Q*Z:RI-#:>=."0FLJFUH=$YB(TO0@:K!E:I=:QZ8?% M3E`NR8^1S(GHHFE#&?-A*'BT=QGAA?S2]_DP0/*;%YD%3Q`.;S(GHDNE7<S%`O&J9IJ@?.5TG]&Q_0` MT_XR!GBBFKB2Z:MQB%9="+% M=Y3$$\F<.]"))-/3",>\:/1XA33M$/DRYDA`3U71:#[2EM,'=@%+:%L'<.#FG`K#K MX:7-B7#)_/Z`_UZN<7O!*:ZJSBO(6P,%(89CHAR5]Q;/[-K"&#_`?0:[$PCE M!-PRW/(+_CUO+V73>14^@\DH6$'1;OF%!/_0DQO[E7XD/=POL+=7N#C"\),Y M"@`^$](/'^B5QWVXBMK_!P``__\#`%!+`P04``8`"````"$`XF1&S`L9``"I MW@``&0```'AL+W=O?SO^S>SW_]^?__[^/O_8O?[Y^W^W>SK3"\^NG\^]O;S\_7%Z^/GS? M/=V_7NQ_[IYUR=?]R]/]F_[SY=OEZ\^7W?V7PXN>?EP6KZYN+I_N'Y_/PPH? M7BPU]E^_/C[LZON'OYYVSV]AD9?=C_LW7?_7[X\_7^-J3P^6X]N$?F?)/CP\O M^]?]U[<++7<9KFCV/5,G#_H?VI/\_>WH,!H&^]_M_#G_^ M>OSR]OW3>>GFXOKVJE0H7I^?_;%[?6L^!J\]/WOXZ_5M_[0*H4)4*BQ2C(KH MGU&1PO5%N7A]>_<[54I1%>TWKE*\*-Y=%ZYO?F-=;J(J^F=].4XFU3/FZ;W_B0R_$V*9^L1NGWAUPY60W]2[QM M[RYN"U>5TF]\T.5*M'&#O\1E;LUC]S)T\N!R_?[M_O/'E_VO,]U#ZKM\_7D? M[&\+'X+2D<61BHG7NG]Y"'`)^,.KU-A7;?W[H($.Y6@^T:FI9EI:65:VIF63J:EFVGI95KZF99!IF68:1EE M6L:9EDFF99IIF65:YIF61:9EF6E995K62+!`AG9;L>Q%G7G@=)O^,^$@,DADB,D!@C,4%BBL0, MB3D2"R262*R06&>)[*#?>*!*T1DFVRSDF"'"2&SAB81N%8^"V5666,.30H7, M.DLLX@GE=N?ST'GKXC/1443813'(*`8;A744]E%\0KIOW*>D^\992O%9Z7;E M\]+M*C*SJ%]R@Z^"I4JE=)?>#PFK*3XWW;7QV>FN3>3G<6V*5V5G;2)!_4@J MWO1(*"_>@L5!O,7?A:I1P[&E%B,G\58I.)NGGGE9(]/2]!0J7Q?2[ZSEA1RW MVAZH4JBD*W4L4-<"]7Q0\2K=7=\"#2S0T`LYVVED@<86:.*%G*\O4PLTLT!S M+^1\P`LOY$BPM$`K"[3V0M?I#WAC@;9>R!5<3%2LXDG&:!*YM;QZ%AT])?8S M7GS.4 M5^B2HZ%XCA[39TW(:NV]"+&_)BN.^! M,A$[\$+.)SKT0)G4'WF@3'=C+^1T-_%`F>ZF'BC3WRNE>:C$5]R_Q&$Z^]$D\AH\M MF3$LF4$LF5$LF6$LF7$LR4!.UB<9M4E+,D23EF0\)BW)X$M:DI&6M"3#*FGQ MCR%WFR6#*'E=9L1(9LA(,F:25R4#1%M2.R0],W*Z0SI,5Y>ODTFG8+&>7DKE ML#L75`TA_723:2?GNT$-B3H2#22:2+20:"/10:*+1`^)/A(#)(9(C)`8(S%! M8HK$#(DY$@LDEDBLD%@CL4%BBX0((VR=L';"W@F+)VR>L'K"[@G+)VR?L'[" M_@D+*&R@L(+"#@I+*&RAL(;"'@J+*&RBY*J82C`]-YY)L)/3)L'B3^/J*LAE)=@(1'.RMU=W%12_SFI73^%"U<7SM1;([6X>.$<4#1Q95I( MM)'H(-%%HH=$'XD!$D,D1DB,D9@@,45BAL0W&<20@O&&'K)-(NK'"5>:^1<^\MCH2+%[N;@FT3UDW8-V'A MA(T35D[8.6'I)->Z5&+I]4]YB14LSB26\RE40RAGP-=B(CB/5+QP9D7KITM+ M[@AIG"XMN^.W&2\]1JIC4PN)-A(=)+I(])#H(S%`8HC$"(DQ$A,DIDC,D)@C ML4!BB<0*B342&R2V2(@PPJ9)HMJ[0DCBV_M(2KK,ET9)K#M<(NA^:91$N7"Q M&QJ);^'>H)C.+V?G(HE[)CKQ,*3=8BRAL(7"&@I[*"RBL(G"*@J[*"RCL(W" M.@K[*+E"IK)+K[D]S:[X!$;0G,DL)W.J(92764C4D6@@T42BA40;B0X2721Z M2/21&"`Q1&*$Q!B)"1)3)&9(S)%8(+%$8H7$&HD-$ELD1!AAZZ3&5=@[8?&$ MS1-63]@]8?F$[1/63]@_80&%#1164-A!80DELO#FDPTF6DQTB?D0$C0T9&C(P9F3`R963&R)R1!2-+1E:,K!G9,+)E M1._0#(S]=)[CFAA\E)JACL%(O:.3U\?@I-[BR74,5NI-H%S'X*7>)LIU#&;J MC:1ULV7JR\-V9^@8C349:C+09Z3#2 M9:27(,$6<3[>?K+PW2TR8&28((>S!.D9A5&R\-TNQHQ,$L33Q319^&X7,T;F MC"P863*R8F3-R(:1+2,::*%Y.4YIH#%S%._=ST"?2,!U#`**P4`--.[+X*`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`23@G M/*H%?&I!C9$Z(PU&FHRT&&DSTF&DRTB/D3XC`T:&C(P8&3,R863*R(R1.2.+ M!`F^5Y4O*H>;9I+_.5/RRX1^=[>]8F3-R(:1;8($:UYR'ZNCD8?*:>0Q8_!2 M(X_K',T,UK?@?@/5N4RN8?!2YS*YCL%,GCB9G.ASDK'&2)V1!B--1EJ,M!GI,-)EI,=(GY$!(T-&1HR,&9DP,F5D MQLC<@Q1NB\X\^\)'5@ MJN8?US'(JOG'=7RN.A9J_G&=?%73^1<\!<'-O]OCHY`+X5,2TOEW[3P7OQI1 MN?F'CUNHDPTF6DQTB?D0$C0T9&C(P9F3`R963&R)R1182$ M3_6[TT<8.KOC)==8,;*.D/`J9">H-GD+M]'":`7U]U^=^-:80W'T^(Z96MYJ M:,"%%;SO0$_8<7V#=SJ-R74,YNDT)M=:\%3$DYR+9G&#)^>X.19YM8#?,9" MK8!(G9$&(TU&6HRT&>DPTF6DQTB?D0$C0T9&C(P9F3`R963&R)R1!2-+1E:, MK!G9,+)E1/,-1=)\8\8@I*8N8S!2\XWK&)S4?.,Z!BLUW[B. MP4O-M[PZJ7PK!C>6>_+MT.Y>>WGMG-^H1E3>\5J"!,/\)G,E23U9_NXP;C#2 M9*3%2)N1#B-=1GJ,]!D9,#)D9,3(F)$)(U-&9HS,&5DPLF1DQ(*/4#'4,1NKO)O/Z&)S4'T[F.@8K]9>3N8[!2_WE9*YC,%-_ M.YGK&-P4@YSZX\GC.`9TSBU*-J-S`BV]K#P+OUCUO7><*#4::C+08:3/28:3+2(^1/B,#1H:, MC!@9,S)A9,K(C)$Y(PM&EHRL&%DSLF%DRXCF72S1N]\*Q>"BYAW7,1BI><=U M#$YJWG$=@Y6:=US'X*7F'=<1V#G6+04_..^S((*@9#->^X M+X.CFG=Y==)YITEVFG?QQ&4Q:,\AY$KZ9PCIS[/JI\ZWP,`S_E7',Q]%#.V=X1(V-&)HQ,&9DQ,O<@AXCL%1 MS3VNXU/4&5Z:>US'H*?F'MIN'X.B>IS'?>5+FLZ] MX!;UD^.\)/?"6]>UK^322KVJREGA:A%O<*\Q4F>DP4C3@^A.T-GYMWS4S9US MW-KV4,Y;[S#29:3G0;)[[KZ'+#/D]=@OBSD;2`RF:@9R M'9^K;E\^4UW&X*EF(*^/P53-P&P=S]8VN*HQF"WEOC6?K2YC<%6G.[DOGZUN M7P97-0:Y+Y^M;E\&5S4&N:]\6],QJ,=EIS%XF.ZL7.GC+<.S!<5@N7,8>'/G MK'@UHG*.\6J,U!EI,-)DI,5(FY$.(UU&>HST(R1^ZJASO=_`6>Q<0##D#D9. M!:>#L;/8Z6#"'4R="DX',V>QT\&<.U@PLG0Z<=9AY2QVUF'-'6P8V3*BX18: ME^.2)ALS!N$TUKB.03DQ.*>'=MR7P3J--:YC\$YCC>O$YBF9'`PXNS[--*YC M<%`/[;A.;&+>^AATU"E-[BN6,J\O@YDZIB>]///C MR-W4\COW2K->LOA=6?J,#!@9,C)B9,S(A)$I(S-&YHPL&%DRLF)DS+WQV!C00)@J?H=M!,%K];H<5( MFY$.(UU&>HST&1DP,F1DQ,B8D0DC4T9FC,P963"R9&3%R)J1#2-;1C3G^`D2 M1P??=4`G*KF.P4:=J.0Z!B?UB([K&*S4G.,Z!B_UB([K&,S4G.,Z!C*I M1E3N$1W>[%[G*@U&FHRT(B1ZUO1U^F?7#U^/VUREPTB7D1XC?48&C`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```/__`P!02P,$%``&``@````A`'I][GUS!@``PAH``!D```!X;"]W;W)K M&ULE%E;;ZLX$'Y?:?\#XKW<`B&)FAXUW/9(N])J MM9=G2DB"&B`"VISS[W>,/8XO@;9]",WPS>>9\7@\L1^__:C/QGO9]57;;$W7 M7KLSWHU)]MCW'6=IU7C4F M9=ATG^%H#X>J*..V>*O+9J`D77G.!["_/U67'MGJXC-T==Z]OET>BK:^`,5+ M=:Z&GR.I:=3%YONQ:;O\Y0Q^_W#]O$#N\8M&7U=%U_;M8;"`SJ:&ZCZO[;4- M3$^/^PH\(&$WNO*P-9_=3>9YIOWT.`;HWZJ\]L+_1G]JKUE7[7^OFA*B#?-$ M9N"E;5\)]/N>B$#9UK33<0;^[(Q]>!ICN@*@4[1E&@D^C MKD@.@.OYC_%YK?;#:6LNEE80.@O7"TSCI>R'M"*ZIE&\]4-;_T=!+J.B)!XC M@2G6!"5AGA;J/%$0)#L'*:-&B$!38Q1,JB2(0)44!9,J&2)4U\`R MP35,3G21O(5L%:QWPX7BP(Z"YEQ$!-H;HV#2W@01J)*B8%(E0X3J(J2DX"*Z M1J3R[*V"E9P0.X;QPW$5+JS0=<0_-WE0UQS5\,<2.RXYF<*WO+7T%VH4B4J1 MRA2!Y>KC9H*2E+E0]`3?U>DE;Y48+-=*#!B&Q2"T7%]RP-<9CTE0F#2Q/*5U: MCF:SI%(L7>A_A&!B!$>Q&L*%JX20H>:RC4-XNG')+8Q*$B<<@DHIETPJ91RB M[CJD@1-<5$OO^/K#K96A9EVE[9E07#Y62CCDYBK2S+B*$,U5TCC=*@B?3=I/ MB0V2OL6Z#,06A*=6T[669A%3$3V621:6*R\`G2312%+%DH7ERQ7USAXCDLCY M3=JM6T2TR:?=F!@9**I*$[MSL6>;G)*(0W`>8RZ95$HX!)52+IE4RCA$FWS2 M=LVX2EY_G.<4-9OG"$&K8Q622:6,0S1725\T MXRIYK38]6H?M,A1;)H[E:*N"(N!SIDI0S$S`$C;0;7=-N>1&K%4)Y%5]]^1& M;]P(Y2HQ(C3WU2J!*%XU`ZG#7>L[?,149N.AT$*3N_RH2GR"-E5HX536E4V/ M[>GY;EUVQS(JS^?>*-JW!JPB!T5<2J\+P&Z\+U#>P$7"\SA9BGP'%PSC(;TJ M]S;1/7SL;>#`$RQ4\"D9^([\V2,W&.,(-E>!BX5+?BS_R+MCU?3&N3R`.XX5 MPJ1U]`Z"?AG:"P0$KA?:`:X4QG]/<%=4PO&R8P'XT+8#?B%!N^+MT]/_```` M__\#`%!+`P04``8`"````"$`(4UVJPD%``#@$@``&0```'AL+W=O0%KH.; M@NS+YKATO__[\C1SG:[/FWU>D08OW9^X<[^L?O]M<2'M:W?"N'>`H>F6[JGO MSW/?[XH3KO/.(V?N\AY_MT>_.+<[W@U-=^9,@F/IU7C8N8YBWG^$@ MAT-9X"TIWFK<](RDQ57>0_S=J3QW@JTN/D-7Y^WKV_FI(/49*'9E5?8_!U+7 MJ8OYUV-#VGQ7@>X/%.6%X!Y^6/1U6;2D(X?>`SJ?!6IK3OW4!Z;58E^"`IIV MI\6'I?N,YAE*77^U&!+TH\273OG?Z4[D\D=;[K^5#89LPSK1%=@1\DJA7_?4 M!,Z^Y?TRK,#?K;/'A_RMZO\AES]Q>3SUL-PQ=2E(!7>"3ZN)_5_#(0X%2.9$;^X8>=$D3F;#W4<<(^X(W[]V1XAGT`O?G[JCS_(UY'F;]_EJT9*+ M`\4+&>G..6T%-`9W%,SUI:XZ)DJ%(:#NDVE_V--$]-LPC&CIRJ`B= M(O2F4:#^32R*3*'0R@,*6Y%AIIU>->1,S2KA&"XG]M)(4Y-8L6R8AR+'HDA5 M-<$-.0J%)F=JRT&)!QN=6"`*T!5!E\9ZOM<<)%%^O`)AQ@L+JL0K\DJM>E[MMN887C2AAV;: M2A_H%!,OGFFME%I5F"D46GD@>)Y0=)A]/5S6!4$;&#-ES5%CF9<0F7IIN9][ M"3&3C^@4NU\MP^6'Y<)1HU&S::ED_K%3)B%6U'2DC43-)AY\RGZ#7)NS"W&4 MW',B?1N=66N_X2Y0`I+8VH)^G38;I]6KC`Y'0[F^W2(V/@WQYGXK4%P\\I`^ M`-`-\8QX7#R_.:=-O43K2+H!&UMVQB.Y0ZN+APHSQ2M;&Z*7K18SGP4X:K18 M&9%:K,)R77BCG#+):Q4KG9S&DJE1L\$*B9,U=>-!"]XSJ+;1J`7DNC$(RY7: MBEI`K*CI8!R)FD]:+6J[QJTD:>SIG8*,S1*JXNG0_DJ7@Q? MQ&8U[$NBEM:V:6.;MK8ITTSZS4&XWN?NNX?V?8NBFHK13E.H/ M9)LK3`CPPP'VTEKC]H@WN*HZIR!O#=PO@H=>:66'$FLTA_=+ M\#?L6WI8<I-AW/(QHD_&<-?L4__ZUG2TP MDHHT.:EX0U/\3B5^V'S^M#YQ\2I+2A4"AD:FN%2J7;FNS$I:$^GPEC:P4W!1 M$P5+L7=E*RC)C5-=N8'GS=V:L`9;AI6XAX,7!"%BE^]%=/?H#=S=H4Z`^C)SEX1[+D MIR^"Y=]80Z':T"?=@1WGKQKZDFL3.+L3[ZWIP`^!BR&8M^`G!\0!-V1)]V/P5,.L4YAZ4 M,M.;CWK78,`LP7K<^$D4KMTC5"4[@YZFH*!'N"#3:P'_0*O3T-:QQN+B;\)X MFD(N,8P4PIL*VIIB(!ED$7I]C%;#@J(!*.D1(PV`#+(P%8OBOF)Z%]H[H%G$ MEV"ME,7<(06'8R#5%4Q;Q^DLO&4?JY6PF(5I61@[B3?\7>(9)3:_J::M5VIQ M=*5F,9%1\YP/Z).;]-HZI@^\^(K>8BQ]..\W1\'KF7HYQUVIM'7,[B>AWS/8 M6EG0'>U8CC2N.Z]W_]=YB[E#RH=A=",?8QXG-.W]&63K-;MD.ZJ7/[[X7<&, M^4I@TNXSJ!-P/F@)C-Z;.=C;/+R.TY8;WQ3;`SP+)A)V)MM)UI(]_4[$GC42 M5;2`2^XY"5P`82>R72C>FB&SXPH&K'DMX&ULE)I;<^*Z$H7?3]7Y#Q3O8[#!W"K)KN%^O\-^)L1) MJ`&MHKY MG'?>^R^'\]MC?K/N_JCE<\%U=W[9'?VS]YC_QPOR?SW]]S\/7_[E5_#N>=<< M13@'C_GWZ_6C42@$^W?OM`LL_\,[4\FK?SGMKO3GY:T0?%R\W4MH.AT+3K%8 M*9QVAW,^BM"X9(GAO[X>]E[;WW^>O/,U"G+QCKLKM3]X/WP$B';:9PEWVEU^ M?7[\V/NG#PKQ?#@>KO^$0?.YT[XQ>#O[E]WSD:[[CUW>[1$[_$.$/QWV%S_P M7Z\6A2M$#9777"_4"Q3IZ>'E0%>@NCUW\5X?\S_MQM8NY0M/#V$';0_>5Y`X MSP7O_E?O]3:-DQJ!9]__I:2#%X7(7!#N;C@"\TONQ7O=?1ZO2_^K M[QW>WJ\TW*ZR[/TCU43_YTX'E0-TZ;L_X?'K\')]?\R7*I9;+99LQ\WGGKW@ MVCTH;SZW_PRN_NGO2&3'H:(@3AR$CG$0NWK74(H-=(P-E;OZM4)ZBTDM&K$X1.=+4UURU7:M7[[;61%NH$U=[/"[HE MXI9FS0P;J:%.4$G&H:,;(JXM:YK8R!-U@MHR#I^Z):)12*1*QD%`TMBIK-&W MZ9VDL9$UZB1NL9LMLQVDC3JY76R66AUDC3KYE[4B:YQ;UC@EJVH7ZZ7O$ZX0 M36GA5-C>77=/#Q?_*T?/%ZH[^-BIIY7=4-'B23"^Q_2T2+/S7LE_*GWHH@DO M(/K[R:[4Z@^%WS31[F-1,Q;1X:8JEYVTJJ55:L95P=N"=`3I"M(3I"_(0)"A M("-!QH),!)D*,A-D+LA"D*4FMSYC';;2$G386I"-(-LD*="HZZ>19#7RKJ MD5;%Z9$NN>D1;,82JD&//R_*Z&4EJX?.NZEKL9FE%Q>5PO1\^R%)Z MQZKIC`^SLK5HLOWMU%=*%HN_X/IE4N^X-5[!BAO6*4/=Y88--VQ3 MADHQ,=RI=*(%<3*=PJ53XOFIBM-I5;59(C0C#=6G4X]/7%`@V]L`1DL'"EBZ M`$9+#PI8^@!&RP`*6(8`1LL("EC&`$;+!`I8I@!&RPP*6.8`1LL""EB6`&I] MRU8F*Y1!O`90XA]%BSWN-RB&?@L0ZV^322J[Z,>3R*ZRJU=GJCB=7;328$_^ M9B2ZEUY0H'%M`&-G=:"`I0M@M/2@@*4/8+0,H(!E"&"TC*"`90Q@M$R@@&4* M8+3,H(!E#F"T+*"`91F!Z''RW13&#>N4@::P4G)&9I/*AKNW$8AF?Z=RR^=4 MOM$/;I%OB=E,%8M\NZ5N^%QK1J)[^08%NJ(-8.R]#A2P=`&,EAX4L/0!C)8! M%+`,`8R6$12PC`&,E@D4L$P!C)89%+#,`8R6!12P+`'4C%.J\QEJA6+HUP!* M7W8MMF#8H!CZ+4"HKR66(ZD,H_JEBD%UN<-B/1O?2"`FUK`Q@[ MJP,%+%T`HZ4'!2Q]`*-E``4L0P"C900%+&,`HV4"!2Q3`*-E!@4L'66(.$Y%M*TJ^T$UR1!CRF(X;$D_RQ!CSF*46.\L,L18IF)4 MK`IKQRI#C#6+46;]LP.:L7E]^^0J";$J+$Z.AEB=%D[RFPITLL0H\]B./Q%3888PU0, MND42]P>=BELDNO)[O3-.1:1;A/7P)$.KIBP&:\8L0X@Y"U%B,1898BQ3,>AE M$QND5888:Q:#3[>;##&VJ1@N[5CJMU[I.T2]#D_<(7C)K79_:75"!SR4FA*U M)&I+U)&H*U%/HKY$`XF&$HTD&DLTD6@JT4RBN40+B982K21:2[21:)M"Z0%4 M+YL3`_C_]TNCM]/).8\G6%/MZ*O1IX-^Z//G5NLF0HJT)>I(U)6H)U%?HH%$ M0XE&$HTEFD@TE6@FT5RBA41+B582K27:2*0^.8I'@SHZ&OSH$Z)HW_SD7=Z\ MEG<\!KF]_WFF`:.O*IX>-(Z^75HZ#=I"HP",KYT&;9))_M-VZ&.G[THH._`9 M%(O5M!N+\!LCQI?JNZEOZF@Z#=J.E76WG09MMTK>=1JTHRIYWVG0CJGD0Z=! M>Z*2CYT&[7E*/G4:M*T!=&7V-][-Z\R>[R=C@'N:/W2OU>M-2W M#I?HPZWHCZO_$6Y9/_M7^@XK/'VG#^P\^KB@:)'XU?>O^(,J+NA/]I[^!P`` M__\#`%!+`P04``8`"````"$`XTBLS*H#```F#```&0```'AL+W=OTN1+-Y&)"V M8D?:GG?A/W^_?EF'@9"X/>*:M607_B`B_+K_]9?MC?$W<2%$!N#0BEUXD;+; M1)&H+J3!8L8ZTD+DQ'B#)3SRWIOH9NP;SMVOWI6)-!Q8'6E/Y0YN&05-MOIU; MQO&AAG5_H!A7=V_],+)O:,698"U`P?&WI3TVU$-P M(4]5K\H?J!:NI!@D*EO*NK1'(J`;$&'A%N*=1(UJDKM!WH]8:$MOT@>*U)64 M#R2K0>)@+1TLG;GE?$B4BNY"<+/SA`8GO>3IG&6#'&'%::P4JA9TT]6%1VQ>AN6&Y$AR3*4Q,-,AM2.HV63&K'(F]1 MY93"05:WI/=ELLZ7BHZ0O8K+C[/.,J>B(UZ/)>U&\ MTN?=.X&%B4ZLIIQ2.*P([CHKN?"XI)R4NK+H9O$JP MBE==1N/4^M7;JVQH%*\R[R/V0.7M43DI<;G57>)Q6Q6,S%7C71'>!S[O53:W M1U0\EY23$A=:W2@>M%7&T$X]2+9'E-]5?2%[[4'1AR?6I-HV-<]CB0$V;9EI M9AK"SZ0@=2V"BEU;^/@OX`@-HT,[^+)0+94WGJLV43=Z0P":MPZ?R7?,S[05 M04U.8#F?K>!>X*;/,P^2=;J%.C`);9O^]P+].(%^9CX#\8DQ>7^`B:.AP]__ M#P``__\#`%!+`P04``8`"````"$`8+6\!V@$``!(%```&0```'AL+W=O5S#97E2JTM)XD/3*<]40],L-8_30N8*J_(5 M#7H\I@EQ:'+-25%SD9)D<0WSK\[II;JKYO/+]/!;6A!P&_+$,K"G])VA MX8&%H+,ZZNTU&?BCE`[D&%^S^D]Z"TAZ.M>0;I-U26@&(\&GE*>L!N#6X\_F M_RT]U.>-/+,48PS;;=4(RE MJ9O63ZC`>,U4K$YEIOV\RJ)5@4K^_S?T=G>%&=_:8BASPUPL7_!%Y1XWN7'B M.MZN2WJ3H.#!Q>H2L\='7^D@S;(RTZ`Z$M;ZC34W$(0KB'YL=LC]A1B]1EGBEGT&;=EGH_D31"#@?P)I#],,$$,1,(QHEL+K:\3 MC:$?QJB0@2X-4*ZB-+#F41K>^H/M6H@_!RQ[]BCBC"+NA/3LQR2;*O!>8/PI M9F!'\`(33C#60N_?:H1`/6MG?6OOE3Z^&(CXX3H$2($I&(Z/D.[P=3OK/PP'=K,1\8 MSZ%E4^Z:H@V6.EO<[(B;77&S)V[V>;,@WP%*A"@1B8B>R_`>->4R"X]<'I8W MAWAY3Y>=S1'!W3HHX:*$AQ(^)_A4S8G%+\"`\!'0YQ,2D8CH>% MG(5'G@]>D78<>EK9O%GD-TJX*.&AA,^)9],,Q,TAJA\]%>@9#>_W4T:S\,CH MP6_=CD,")VV4<%#"10D/)7R4"%`BY(0Q7]R7S,&*&HDD>IZS#<^4Z4U\Y/IH MV\-Z;V21[:V0`'%PQ,41#T=\'`EP)&R1=B&=SX]/Z#AAP`Y M*4_$)EE620F]%O!:-X.'JHOR@Z&=OH*])9S3#.*VOH(=YCCNZ"O89[*CH*X# M'.]LDI\$\8N:7IIM[I[6<+#3?#W#B1V!S:RF M`'RDM+Y?L`&Z,\#M?P```/__`P!02P,$%``&``@````A`$3H!]W^`@``)P@` M`!D```!X;"]W;W)K&ULC%5;;YLP%'Z?M/^`_%YN M(>2BD*JAZE9IDZ9IEV?'&+"",;*=IOWW.\8)X3*E?0%\SN?/W[EPO+E_Y97S M0J5BHDY0X/K(H341&:N+!/W^]72W1([2N,YP)6J:H#>JT/WV\Z?-2Y/= M3VT!?D@GHSD^5OJG.'VEK"@U5'MNMA!1P4GP=#@S+0"1X]?V?6*9+A,TB]WY MPI\%X1PY>ZKT$S-[D4..2@O^UX*",Y4E"<\D,Y!Y]H=NN)P'\_A]%L\J:B-Y MQ!IO-U*<'.@..%,UV/1:L`9F$T(TATP2XWPPWA8#9@76EVT0Q\'&>X&LD#-H M=P;!JT/-AI#T?Y"XPWB@I1,$8?8$7808ZU#(,NSVMUIW9XA-FE&?]BV#,R#0 MWAGCH(T7*M0+!X(>GV9!40^T&.I);R$&:H!DK&;F=R4PW@1!*%UR0-_M$PNZI>868J#& MW!JC7[77)\8[RJF&N.=J!G5 M86=!MBU-KXP&"XQN0V+]X6SA7O=;)78PVW'&J2QH2JM*.40<:ZA]"$%V5GL? M[((UC`F8SR-["O=$:_!8&``"M%P``&0```'AL+W=O7AK6E?NG-9]@9XN'9;\]SWMXUE=<6YK/-NU=S**XP< MF[;.>_C9GJSNUI;Y82#5%\NQ;=^J\^IJ,@^;]B,^FN.Q*LJX*5[K\MHS)VUY MR7M8?W>N;AWW5A^K^:M]_*ZG3N(=P>I13-!6:"?XVZHCD`TO,?P_>M.O3GK;GV5UY@ MKXGCF<9SV?5I1;FF4;QV?5/_QT##TH439W0"WQDG"\3U2(3O2"3.R@D]XOET M^@6F.S+A^[DIP>T@&+Z?G-(?F?#]W)3!2(3O2'1@IW1Q%HO-$-,X[_/'A[9Y M,Z!08/>[6T[+CFS`R1C,T8,(+V190=%/%#Z0('`=6+\_$C\*'ZSOD##%"-J- M(/@(E*-"]@)"TX9ZCC5+HEE2S9+)%@LD"5VP"UC7VA8RZ"B2H2YP-R+`O]"P M5B%[`1$:A$4B^2HK$1C.2H5%8@4J*Q,88"DZ(;T7=-)1*#M)!(0K4GWO&`BR M72A%L^\Y@B\YYH:[E(0C."7EAKN4C".P1%C9@D0ZNC5A?\3J26#;2"(#^4/" MNIX=$KP)>X9PAV-LR$>9XH?K@$3(:8(IJ4QQ?+(.;**N(Y,H2A3AQ)`D\F*C M5DT:2<`2GI-QPEY)Q!,Y&."0E9<.!*1TL=/3= M@F.@)8D\[R25G9"0>&&(DC[3G8"@Z<)2\AK6*VT- M+U1JU;8$%RH#N4,IK1U/+:0]'^7AB[F!WK%N:*^0NX2/;L1Q2HYPH4L1GD88V&AE>D$*W3C)6*<,U)A MH0PO6J%JR\2XEN"0E7.ZJ%FK8728[@A#+28VA_"EQN^3$@'AI%18IJS1$EN: M20T=;3FFT.$+&/X2_<`-/*(6I4JMS?@7"K?<774B_$Y2WR5E,DF52GN0!:FL M14'9BCK`'6&HI:MXA,C'E4R:OWHU4JK,Y*Z]($!KR62.JI2V(I-248^L0T$* MM7ID*-8"ZSFPW&A+N\)'/#J<>FA@.]&#!:( M;K;]!.-J8MV4Z*94-V6*214XW]?<%\@:"SF"^-;>.0R#!:)S>C_!)H&"R4V) MCDIU$WVUI&KY!7M!R%E;U^0F#@^7-X MP=1&Q,,H'H&!X=41VYT-//+`6I`]=C;PC*/;4P>FGK$_D1`F"&=&H$Y@)*(C MEI@$WE!O^:G\(V]/U;4S+N41I-JK`#*V9<^M[$??W(8WK.>FA]?3X;]G>!8O MX37-7@'XV#0]_T$G$`_MC_\#``#__P,`4$L#!!0`!@`(````(0!MH1`4H@H` M`#0X```9````>&PO=V]R:W-H965T&[[^J M[S]0W`_@ATC2SJV1?JB(8^?5Q:V)&_R MT]]_SJ?,;_=Z.WJ7YZR1*V0S[N7@O1XO[\_9Y:+U5R6;N=WWE]?]R;NXS]E_ MW5OV[Y?__^_IR[O^<_MPW7L&2KC7_+>9_N!9:\>=?S M_@Y_7M_SM\^KNW_U0^=3WBP42OGS_GC)!B4XUT?*\-[>C@>WX1U^G=W+/2CD MZI[V=ZC_[>/X>_^8]C[`Y;M_T&*/Q\/5^_FO=US4%P^J"C]S=5\-0\EO3R]'N$7L,V> MN;IOS]D?AK,S2MG\RY._@59']^LF?,_7-C:L)_8'OCI>?\P MM?O*$(3S)-WR]\#DFGEUW_:_3O>9]]5QC^\?=]C=118Y>"=8$_R?.1]9&X"? MOO_C?WX=7^\?SUFKE"N6"Y9A%K.9G^[MWCJR;#9S^'6[>^=U(!EA44$A9EB( M#=4,EYM1(2E!6(6_=O@,@Z:1L\UBN>*O/B59"I/P&2;MG%DI&L42JW=*L!P& MX?.;JX2^X5<6/K^WRFH8A,\P:%1RE6+1+E7*Z94U8,<'NX>U@EAZ,\CT+ M7\*HN&M3-I&!^Y-]P1H7CL^&PDL-.'_8&/@S`:'1@^@_F@PL?T,-O@'^_&.5"Y2G_ M&T:60VC58BQ35NI<8>,+*[I!2).0%B%M0CJ$=`GI$=(G9$#(D)`1(6-")H1, M"9D1,B=DP8FPZ6W;DK?KDENX758;2N[8TTEQ=A0PR!KWU))*69'#:F8 M/+1+WCAA*/E6XV2^WSCQM]LO,,=3'4Y$5)*=7K"`RWI6#8_K:"C/O/ECD5(G9`&(4U.HG91 M-JORKVAQ"1M&FY.46(=+&.MRDA+K<0EC?4ZB&!SBE!TRX!;FAIRDY4;DY2/2ZA%I'2<9RL%D\XBTC96*@<-C'01)$9Z:&"DCR`Q,D`#(T,$B9$1&A@9(TB, M3-#`R!1!8F2F->9:8Q$89?\$NE@(_\GG"LL'G)7H&%B.9)1S<+L*[P`Q@W2BZ#K#OY=3"Z12A4%XU2Q2H;567K-$3#+!E6N:!L.D+192 MLBL6W(Z0-W!'7TA7+,2H&,5*1=DB/5H('/V5\]F^6$RU9)8JT1FHOUT'M)22 MLJ*A6`9LE(*ME#'2ES$6RRA7X.CICNL]R?V,/1E#,[ M]MB='HZ4\_M::*7VJZ"@%*6A+Z6I5UI

;4YB2Q.76X@J$N)XFA'EV>B5;8Q" M#Y>[>"LZDLG]BCT83>M7X8-3X38!K%*YQJNQF4W0^U(Z35VO-/1*4Z^TN(+- MJB4L]RCVO%3H4?S,+WR.:O(+^9I! M4)VB!D5-BEH4M2GJ4-2EJ$=1GZ(!14.*1A2-*9I0-*5H1M&1,@"\O6!>ENV9@0.6RN_=PMW3*,S)_^& M:#W2<`!H4-2DJ$51FZ(.15V*>A3U*1I0-*1H1-&8H@E%4XIF%,TI6E"TI&A% MT9JB#45;BG82DIL2>]0GC"OZ^:C!LT'QF5Z1'+@#1VU*RGESG4T$AE8)6M24 M"&I2JT51FZ(.15V*>A3U*1I0-*1H1-&8H@E%4XIF%,TI6E"TI&A%T9JB#45; MBG82DIL2>^;UK:84/"03FY+Z<*7&9GP';40:E:+SSG!4XEK4E`AJ1H6AU:*H M35&'HBY%/8KZ%`TH&E(THFA,T82B*44SBN84+2A:4K2B:$W1AJ(M1>S=FJC_ M!TTI>%F&,9PVX'I6I2/30=FXL9PRX$I MAS'<=F!*%^5MRX$9F#'<=F!*&N5=TX$IRC'<`RW')@@&\-M!Z8'4MXV'9A`#CS/&PJ\RO6Y?W>'^^O[\7++G-PW M:,OP^@H7N/RO'_!VG@M3]@HYD-\\[XY_L!7P M]_U>_@,``/__`P!02P,$%``&``@````A`+&ULC%O;;N,X$GU?8/_!\'ML47<'208C$;T[ MP`ZP6.S./+L=)3':M@+;W>GY^R55)5IU:;'SD`OKB#HL5M6A*M;#+]^/A\6W M[GS9]Z?'I5DERT5WVO7/^]/KX_)___UT5R\7E^OV]+P]]*?NNNR[<#*?+X_+M>GV_7Z\ON[?NN+VL^O?NY"PO_?FXO;H_SZ_K MR_NYVSX/%QT/ZS1)RO5QNS\M88;[\\_,T;^\['>=[7=?C]WI"I._O9[Z\_;SP:W[ MN\FWNW'NX0\Q_7&_._>7_N6Z]VX%WNV+<_?RN/S5 MW-LJ6ZZ?'@8'_;'O/BZ3WQ>7M_[C'^?]\[_VI\YYV^V3WX'/??_%0W][]D/N MXK6X^M.P`_\^+YZ[E^W7P_4__<<_N_WKV]5M=^$OV?4'=R?W?7'<^QAP2]]^ M'WY^[)^O;X_+K%P559*9M%@N/G>7ZZ>]OW:YV'V]7/OCGP`R.!5,DN(DN:.) M]G25UH4IRO@L:V`TK,1NK]NGAW/_L7#AX>YY>=_Z8#/W;F9<`O((BW*^W7GT MKQX^7.3H7MSHMR=3I9N']3?GIAV"&@2Y'P&54D@;(-Y9?F8['5D[$ MX4C$CU(B-;M'(R$98Z$@2@JQ"J0*$,(S4WGZ4;?=$U=4!2<*&.?]X*[;+0;G MM%&$G4,0FNXVBCO]Z./2+390J!/FB@8P->[Z)ENQ=;0$L,F2%?.W!8#['NYR M6R@AZ;)"(>E'F2_K/&S&X*D&,/HMP)=1A)U#$)HEH3DD3Y:$7/%6ZM-JPUS6 M`,;XBUPJY859W3P"="DB,_6JIDNV@-"73.A6LW2]E7EWP\@T@-%O!72C"#N' M('2]3-Y*TYCX?I1ZU1@>!(#)!Z?>99M\9:C+6@(HRUI$Z@B(1NI&)>E'&!%L&V12Y3)V?5J!45Z!AF"5XQ1,<09`Z)JW$ MSA/`G>&/)#;8HRY-J?CP0]U@YG1YG"((R[H4(&IWIX^$?+%3EPWP.'FWY4H\ MI'Z8D:YYH4=04,[:N9F5L)9C%'6U'$/5E=3\5->E89@=2L1!'T&Z0,-9-`ZQ MLQ#*5=>G5-&GB<1!9470F&K*(;YED#2O5\EF\L6.)PC75T]YZXKE6P8B)-AV M-PC"M*MJ<9*B@%0`;`#$0]J:9>PIM3]>+ZBC/`$IC1!F.@6TP MQSGJHI5*T9(G/00!B3OEJ,<`\JP7`%&>[E%^&I%<"08S*ZH5]RF"@*]9&5+G M$U:"6X*N>+;98(Y3GQ>Q3'F2$JT)!(U%2^M-,(A2URR#_+BND:*541T;7)\7 MH;,RF*E`U`D_SB)(+Y$@$'&(G850SKJ89?(AJTY$F$P?LC:IZ)RU.,NX&:8R MJV*B#FP^BW!][92UUR]9=C,_3(.[-JRL-@B"X"[$Z9&9!4>XQ<]PU"4LDQ)6 M&WYR1!!PW*0%K_TM`FZ>E;V`,$<\[ZB(B9(!8N8V^]8`%3VV#$"Z7S!NHQ`[ M.PN-`%W2,D72-B+'II*6<4UH<0YP/A>U8)PX(YQR*$-=U#(I:K(5B""@<)>5 MXFFKI8C2_6=&1.HHC'&FNK1E4MJ,K%<`0J:F7&73!-\P4BW.^9-P&^#1->14 M]L:^ZS#,*D+"LPU!H[R\T.2`FBL5<8B=A9!$S'6)&X:I',M_A7-V=%&'+_3`-8]E$1A#&0\H>-UIF+L1!+0"TA5"6NK2YLXYD MR8LO@I!E(I0M8K?!'F=)92T$*IBEDLQJTKFBP9!8UP&-\"I@%GY M>YRC+F.YE+&J%%$YE3&F^2W.``M@1AN,47Z%+E'#,-]IME,-@M"')N') MVPH`VP4;`'&>7@;DX;H`=2!Y([K("$*>"LU18GQ>R;YLN#Q.THN(0A*TA9)D M\MP4`!J=*4H0M;-0L<$:YTB%AY^K"Q`.RE5L_*@NWF$L]EJ<00_,8(SSU$6G M4$1']%\1A+Y4>MP<0-/?!G.:E9(&@3]@-_TT8J%JPU7QOGI M;4A$;]X;6\!$F9K^4(`KXL.=HYHPW&.,]YS2D5S1$]5`3]@.>,(-EP99PGU1S> M*RU!>Z957?9*$317U>,0.PLA5;/4%6@8IADE>Z4(&F/5B']2,@![X+#!'/>L MKCTE/+%,(U3V1A$TLI0DR6./*PS\A@:J+4ZF(DVB.(N@'R3]5+E;! M;+@RZM-*EZ9AF":2;(TB"/<^S<23$`-("0V`.$]=G"HI3K(QBB#DF8O/TW`[ M>TBQP1YG2:5I['-44I)JT?I$T.A-^1$5#J"G9AO,<99>-VX"&EB"G$S+4K5A MI[;&O0[A&TOP(>X[Y2$#`15\?)*WOOSK%/YZ/?\@<^!U"7C)X-B=7[NV.QPN MBUW_]>0>&8R;.(S":QJ->TUC>-5A'0SNY8GW[6OW^_;\NC]=%H?NQ5V:K"HG M&V=XSP+^N/;OPTL`G_NK>VUB^/7-O0_3N1<*DI4#O_3]=?S#O\D1WK!Y^C\` M``#__P,`4$L#!!0`!@`(````(0!&PO=V]R:W-H M965T.1G3U294OFE2Y!3QYMNY9!R?\"TWR84,E"V.YRD._08;*+`1]Y^ MJPWZ2\E5=/X[(F/7+YPFWVE)P&W8)[4#)\:>%?1;HH9@LC>8_:1WX"=W$I+B M2RY_L>M70L^9A.T.U928Y;`2?#L%534`J>-7_7NEBJYB(GO@C)BG\&%-14AF1:D\Q!9AV?NM-5&(2+^RR>4:0SB;#$^RUG5P?* M`]84%5;%%FR`N4ZAUM$F!=[&"OVHX'H2R!4P^K(/EK/%UGL!F^(:=*A!\-.B MIGW(L84HLQ1SU!WQ0%RK$/+N*&R$J-&^D)6UQF$(F5DJ;B"L7*(;D&7+TM,Y MZ^G43L[\UC@5A6WO6`+&O3-I#PX&!-O0^F8ACG<1T1BBIQ>6Z?BJ]<[#5J^* M[A!DWTH!O:LV_5()IQ::!%82?R9'DN7!B=BGAW0Y@S7;47`$. MZ@J@FW@;@,9,R>9!W1+:V]O^/P```/__`P!02P,$%``&``@````A`(=%E+9Y`P`` MV@H``!D```!X;"]W;W)K&ULC%;;;MLP#'T?L'\P M_![;\B4W)"F:%-T&;,`P[/*LV'(BU+8,26G:OQ\E.:ZEM&[SD,3FT=$A15)< MW3S5E?=(N*"L6?LHB'R/-#DK:'-8^W]^WT_FOB%^!WT\HQ?F%6S]CA*..Y,+^MR="WE.UUO?RDY"L_F=`J*,R)'%'DH#,SAX' M\3Q#V?1]EM`HTI[<88DW*\[.'J0'["E:K)(-+8&Y<.X_8: MDCA[OH*8]A!+!`3B%1'J[=H'EMXK\#WJ&72`M@:4#D`S&[$;0U@J@&2@0A]- MFO4GH:R01X.-YJGC\=9@QL2,(2PQD*(L]'68%(C)`J-%OQF(W*4%97QMR)A\$8&7$T&_BK M,VDWM$\02H*7@%I*U&WB5/`TZM-$61TE&7*4&(Q1$@6.=?>6U1*QL$1'BG'XMP8TEJ1C"$L%@A;NQF)0,MK\7LUTH#$]HQ!;D.ISSN$,!9DV.&PI MUW6##,@<#QID@4D3RQP'+[W8%J*:WX@0TQMM(6[=(`,R0A8!6E@?MXP<]*+/ M.5N7ZH8CNDRSM'6YA80N'55=1Y.7*NGB8UF3X.7>L(6H3N@(&901C!%N*L/- MV_MD>G\'FNG.XEP,:A!1#*[1B#`CAKF8:\(/9$>J2G@Y.S5Z+MBL^K=FM-FJ MT48/)[T!!HX6'\@/S`^T$5Y%2E@:!3/HJ]S,)N9!LE9?I7LF8=30?X\P0Q*X MWJ,`P"5C\O*@;N=^*MW\!P``__\#`%!+`P04``8`"````"$`QZE27D$$``#Q M#@``&0```'AL+W=OO/EO2RL-U[+7%1;FSF>;?$J$\>\.F_M?_Y^F46V)9NT.J:%J/C6_L&E_67W MZR^;NZA?Y87SQH((E=S:EZ:YKEU79A=>IM(15UZ!I`WPRTM^E8]H9?8SX8P`Y5VJ^:GK?V5K1,6V>YNHQ/T;\[O_Z!7XL[:._)3>BN8O\IKJHJ-K2%R M.X66HYL4Y#93[J_*KB\"7`FC;SL6SN<;]PW2E+6F?6N"C\[EFY:XLZADJVA'_*DCF7(8G'";03[UBL^];H&5"N4Y0(G\%<%%SQ3N MIXYDRF'@P@,RP'TLOQHUTQH&$<%$3Z2K=.$0-1ZJ@4.FF)AJ?ZV!MGR*ID8) MVI(1-/0L-%KH.:1R8T,.J)P,Y2CH0AMLX5,V-6JR1:-B1`^RS58+A[#'IKYR MR$.5&#ICGK-X3JAV0=)Y!G6H5$K:!\+'!CU(ZE&.>%)-/E*-)*X,Q$?MJ5&* MUE<(HJ$'T19SAS[.0WD>.+3I#&5_^5$"&6Q8@PP^\/0PY2/UO6]-".@O:/W' MALY".H'$T,-!C1CY8ZJI]VO<$6*O)TV1KJZ^>&M/M9G/+,6A\;58-W7?ZO:\E)+IOS'?5W\XD5GO! M$V+<(DQBDI,]'"]4$>!+ADHQK0/40[W3SQB1U>E$73Z6$1!/'OB^7O+ZS&-> M%-+*Q*V"-T4&0;M1//'LU8E'GUDZ`S3T'S"&ULC%7;;J,P$'U?:?_!\GNY0RY*4C54W:VTE5:KO3P[8,`J8&0[3?OW M.[8)`5+MEH<$9HZ/SYDQP^;VM:G1"Q62\7:+?X4JI;NZ[,*MH0Z?".MI`IN&B( M@D=1NK(3E.1F45.[@>[7ZP33@NT`Y+ MDO$:=H)?U#!]!,`Y>37_)Y:K:HO#Q(D77N@',48'*M4#TVLQRHY2\>:/!?D] ME24)>I(09/;YP`F6L1\G_V=QK2+CY)XHLML(?D)P.F!/V1%]UOPU,&L+BQ@J MF>GDG!'\#*IQ"TO<@R8!Q0XM)K(0HB&=%L&E?UQ:.3@`2X]7H&M`3-!WIZS.(I#$03=X<$ MS*F.E/2)B)*U$M6T`$K/@2&`A!UI]D'QSKR`!ZY@0IG;"KX\%%XTSP%PP;DZ M/^BA.7S+=G\!``#__P,`4$L#!!0`!@`(````(0">@..(704``'P5```9```` M>&PO=V]R:W-H965T%JVRNU4E7UXYDE3H(VX`C8C_OO.\83L`>4I?NP"?@P')^9.7:\_?)179PW MT;2EK'14UC!QE4^4=7#8GO[TV(C_T#U47GP?! MRJ_RLG9UA,=F20QY/):%^":+UTK4G0[2B$O>`?_V7%[;6[2J6!*NRIN7U^M# M(:LKA'@N+V7WHP_J.E7Q^/U4RR9_OL"\/UB4%[?8_<4D?%46C6SEL?,@G*^) M3N><^(D/D?;;0PDS4+([C3CNW*_L,0NYZ^^WO4#_E.*]-;X[[5F^_]*4A]_* M6H#:D">5@68$WP7^G*E4-P-3SC_[SO3QTYYT;KKQX'82,QZ[S+-KNJ53/ND[QVG:R^E># M&(;203@&@4\,PMG_#A)B$/C$("SV(AZO-PNH^'I:O1S?\B[?;QOY[D"-`?'V MFJN*98\0&77`R0S*0((*A?ZJX/U#,.<6[K[M><#XUG\#K0L$I0B"CQ%E0[(! MHI($5`8^(!'E$P;#Z]6H_7IF!TZGB-!&9#.(U0"QN(`>=[BHT9T+T89)LH2O MATB]7JD&10:((+)["(L-!*%LUO&@C!JUV4!BR-13#=KT>6.11ZE8P]P;I;5X M0-G?X:%&H4>,"0./B*BB0?"Z03I*Y1["8K.:LC'J18U.5(D)&PU::57BD"=$ MMDP#YNE:9-93,M&8(C4Z(3.6GBX8#=(I6J^\,+')9GI\`1>U4I'&-KBHT0D7 MDH14@\QW02XWA-`G($N?Q.)T\Q1UU^;"DC7518-TDB(>KB@-/6YR'6=C<6"P M5E!AC(KIAVTV,&F2A111.DV;Q(M)364(6,)'62%)E,E'.Z5I,SS@@9V$E&D4 MEDWLT<[/$+"$C_+'D<\M24S;)N$Q6H2N7D3I-#VP,%F3M2%#Q!(BRAE'(OW2 M9`JCC9,0(J]+F4:A,('':6\C8`D?P!A\!F'4;5HP]#4ITR@49L56&R)=AH@E M1&8R<1AEHP;'84;70]V'T&M*-LA.V+=D?->+!A-6S.A#EIF!11Z]Z% M27EG.#CGBC:3^P;,YAR84Z=!E)F(&=O[#&7SFC%C,V-3-X:MQ"1C4Z<=+:YO MOXS=@]B,;"ONF\O83;"I)X,&I'=21.FTL+7'H(K&OTF!ZY@:O?%88OV-L2V> M?,:M#9[]\*?;#429&:7*W878C.[[-9_S:T:K'5'8?4$T6>\R1,QSM@DI9R8^ M:;0?5\/4GQ@M>D1A<@*/T>PA8`F?&=\V^(TGS6L".R=R@9CB^A8YOXD*=9\R:S3KE&X3J; M1#&U]PP12XC<=VT^=6TH4;H!013FB7L1Z;P,`4OXV)X]"#/GU9,-"-``^2MG=+M31SW!NNO\/``#_ M_P,`4$L#!!0`!@`(````(0`H#U?/@P(``/H%```9````>&PO=V]R:W-H965T M.D6IN'V,"YAW//O=>KVV=9HR>NC5!-AI,HQH@W3.6B*3/\ M^]?]S1PC8VF3TUHU/,,OW.#;]>=/JZ/2CZ;BW")@:$R&*VO;)2&&55Q2$ZF6 M-W!2*"VIA:4NB6DUI[D/DC5)XWA*)!4-#@Q+_1$.512"\9UB!\D;&T@TKZD% M_:82K3FQ2?81.DGUXZ&]84JV0+$7M;`OGA0CR98/9:,TW=>0]W,RINS$[1=7 M]%(PK8PJ;`1T)`B]SGE!%@28UJM<0`;.=J1YD>&[9+D;8[)>>7_^"'XT9^_( M5.KX18O\FV@XF`UE<@78*_7HH`^YVX)@%:`#*GS_YY%+FM,CR:1I-9/$K2"49[;NR]<+$8L8.Q2OX- MH*2C"B1I1S(&F=UY&J7S23*9OL]"@B*?R8Y:NEYI=430'7"G::GKM60)S%T* MG8X^*;"6.?2=@_L@D&M@]VF=QNEB19[`)M:!-AT('J^H(63;0YQ9CGEWOD-` M7*\0\CY3>!+B=H="YNGPCLTU9#1$;-]`3(>0W1N060\9Z!P-='HGQY/>.'<* M93^S9#&[]"U@H`J];:]7>9.V[R)V_T,,Y,(U9[9ZN:.XE^M.,PS)]U*2Q>A" MS2:`YKX-YM%T,?A=>GT.3N+HTN?!<1J-+SP.,Q@Z5W)=\BVO:X.8.C2@,`$) M_6X8_0V,OI\?TA_`1+:TY-^I+D5C4,T+"(VC&8R@#L,;%E:UOK/VRL(L^M<* MOK$&ULG-Q;U/WT\O3WK^.A]C,\7_;1Z;FN/#3KM?"TBU[WI_?G>N!K?_7JMWK= M'J)3^%S_-[S4_W[Y[W^>OJ+S/Y>/,+S66`FGRW/]XWK]'#0:E]U'>-Q>'J+/ M\,1>>8O.Q^V5_7E^;UP^S^'V-=GH>&BHS6:W<=SN3_6TA,'YGC*BM[?]+AQ' MNQ_'\'1-"SF'A^V5M?_RL?^\Y*4==_<4=]R>__GQ^=3]%Y^_W`]ON7TM[N\K*3/X3BC_O=.;I$;]<'5EPC;:BXS_U&O\%* M>GEZW;,]B`][[1R^/=>_*8.-VJPW7IZ2`[3:AU^7TN^URT?TI9_WK^;^%+*C MSXQ#;N"%LK25GP#G77L.W[8_#U8N^IN'^_>/*3GFRU%[=1KW\/+5=O'V]9KNQ^7 M:W1WII%VFZ2[C;?7[/RN8VO",H@+CGK:%EO*;H>RX!= MS+_%GEGV@_6J"PO_?%&;K>93XR?KS;M,#66*)Z."Q'TZ+GHL1"9"1!,B>A&Y M-4AIMUM\;=-"Y;490F0F1.9"Q"PBM]I4OBJK('E5"R%B%Y%;,6*CG4+E);E% MY+8=J=XK2+[14HCX6:1T#L7:@V*SW]:U*DA>UUJ(;,J1!NMT1<]C%YMRS\L[ M6!Q..EA>YC"+E%I+SNZHV.;6U%:7/RUCF7GDS036I$&A2P2I9IH2M=U+TJ?= M[/;;?$,,7K3Z_2X1,[$:EH9DG^=21%ICBH@<7DLB2$T+"2'UV)@X(F$CD,(? M&U=$I+V>1)#V+B6$M-<7B=ILDPM=("+2F)5$D,:L)80T9E-)N+1B@TPYK9(+ M>JM97+_CE_GTRB*E]&(]B1STD;#96(A,I`61PZ%)$>G]#R'N3+4)OTN>`>M+H'K>]!&Q$I M[>`V]+++1X_O@W:.\M8[-.#2@$<#2QKP:2"@@14-K&E@DP>X MUM^N--Q)9_/X\DFG5];X9?;NBSO5;7*JAREBM1:S9W*E'T$QAF("A0:%#L44 M"@.*&11S*$PH+"@64-A0.%"X4'A0+*'PH0B@6$&QAF)3);C$8F_2RXF57TWC M\'.=S7R*7&$3L-L%.7G3.$Q1.:&4=H_,TD8B(EDWAF("A0:%#L44"@.*&11S M*$PH+"@64-A0.%"X4'A0+*'PH0B@6$&QAF)3);B<8O>N9#D5AX6<(M/O88JX MG.KV;H-BDG@C$=&<@F("A0:%#L44"@.*&11S*$PH+"@64-A0.%"X4'A0+*'P MH0B@6$&QAF)3);B)@L,?$Q"3!98;+&9%-)^&2+ET!E MR98NC8+;A$JJ*G)DA,D8DXF$*.U'DON:3`FYKTL42>PI)@8F,TSFF)B86)@L M,+$Q<3!Q,?$P66+B8Q)@LL)DC+[ MF>O1SO*Y$D79[F"PQ\26$[1JY61Y(%&G."I,U)AL)X7H;GX?QHG8I#X69 M9KKH3?*1-'RH5"V-ITO6F(PQF6"B8:)G)%T05-,Y+YD\3WG32^:\Q!B<:3?9 MU[3B?_P=VQENSQP3$Q,+DT5&JG;-V[E';%\)>NAY-T$U8(JE;-LW2#9*Q`,L%$PT3'9(J)@;=.@D9LD9:8-]W)J`*T4Z2*\P67,D MVR72WDUE8_A\B]?'2_DF3"73]7,^[[JDOJ&2JO2FI=*6'L11ABK>_XTQF6"B M8:)C,L7$P&2&R1P3,R/9\56DL43W M]Q73I$N?&I(^QN$8GM_#47@X7&J[Z,>)?56FS];:BFCZM)*`/:TD>>('B8_4 M`?OR(?M2'HF/U0'["J(89T\]^2:+#Y4!>S*#Z'5EP)ZA(,9-9<`>BB#&;67` M'GH@QEUEP)YBP.*-HJ'L&2B?V_?0VI[?]Z=+[1"^L5UO/L3/Y3BGCTM)_[A& MG^P;F>Q)*-&5/?TD^?6#/=8F9`^<:#XP_!9%U_R/N(+B03DO_P,``/__`P!0 M2P,$%``&``@````A`-W'C/#K!@``["4``!H```!X;"]W;W)K7J<02K1` M4))N=[_]CN,0,F,NT^Z+I7A^GMC^VQ-[\..7'\?#Z'M65GEQ>C*$.3%&V6E3 M;//3ZY/QS]_>W<(8575ZVJ:'XI0]&3^SROCR_/MOC^]%^:W:9UD]`@^GZLG8 MU_7Y83RN-OOLF%9F<94VS>CMFI5D[*[)#6T/YJGY^KB[?CYB/NCFGY[>U\MRF.9W#Q MDA_R^F?CU!@=-P_AZZDHTY<#]/N'L-/-Q7?S17-_S#=E416[V@1W8]50O<_+ M\7(,GIX?MSGT0`[[J,QV3\97\9"(I3%^?FP&Z-\\>Z]Z?X^J??'NE_DVR4\9 MC#;H)!5X*8IO$@VWL@@JC[7:7J/`G^5HF^W2MT/]5_$>9/GKO@:Y9[+*ICC` MD^#_T3&7LJKVJKHX_J<@ MT;I23JS6R12:V=HMTUK,Q&S^"2]VZP4^.R\?;@(TMND'?':5/]V/>>ODON_D MT_V`-=0T!3Z[IGRX'\NV,GQVE3_=#P'S1:D*RES=?+0G8S5'FKGEI'7Z_%@6 M[R-8L#`+JG,JE[]X$."ZG57MU.CF&4SWC<2_2KZI!3.H@M+OSY9E31['WV'F M;EIHU4+PT5'"MBU,K3M*3F'IW-%*7*W$TTI\K2302D*M).I*KFTD#8P[Y-+` MI%\RAA'LAA%&KC^,E]&2Q7BT%N0A*QV9DG'2"3%?DB%W=&B&W;@Z(>SE$D.> M#DWG&/%U!)HC,!3<@&8+&T/A#D_&)=(B,3WR#(&U.;B#W76.0D!#O^D(V MZV$ZZ::_-$,\[4ULRQ*D7RL%05J(L?C)@'G2:6$*0V;]2T*():W=B;I*9MJ;V^:3_CZP! M!].V22:!2^UDTGK*?J]:8Y':/K).23@(D.^I;9*VA=@N3+KJD'T.;_YNM303 M.$9V85ETJ!("W)O718+D@I?[+;ED,95+>\TH")[4:4H&:%&^=VF?^"6#RH)HLXO!>71SP>\7DDX)&01R(>B7DD&42PFO*PWU.S M"[@J"0`27%6\$7"'4@4J_2)8Q.$1ET>\#I&)TCLM!>!C^YQN;0-LA[TOV7R& M&%C0?4(8`U=EZ&> M!(6?IMA@RB(.[\7E$8]'?!X)>"3DD8A'8AY)!A&LIDP(]-3L@JE*%'#!])). M:`*8EB=<"V37#K\.MD]I@'.Q7="SNX?MVN';Q_;^X;F)]`&VVZ:-]Z?7I&2# MAQC7NAMA>S^IV=2/L1WVKR1>)PBXQF.LF,P(]!33UI_*&&#E+-*5E;CD%:ZK ME.S&USSB\(C+(QZ/^#P2\$C((Q&/Q#R2#")839DH&%)3)1*X:#J4;F@W-2SB M"!9Q><3C$9]'`AX)>23BD9A'DD$$JRFS!CTUNVBJL@EX36II4[@>PKX36<3A MO;@\XO&(SR,!CX0\$K6(^JGK&A7;F*I&Y*917KB1(]K^9#E;B`>X.P.__I#R2EWV:ZSJ= M`:[@G-/7[(^T?,U/U>B0[<`E9*MADU.JVSKJ2UV/NGM;S+P```/__`P!02P,$%``&``@````A`,\[:J4" M%```368``!H```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`B:0^H-X+#V6`_-$?_K1>9%#PYRD4((?T!]1[X0%5)U.Y MK_X\C0+DD?Z`>D\?U``)I#]@]UYZ6)%"036'CB?YB5P*D$SZ0UGM;:,7-&]; M9T[/$+FD/W`;+ZHT1"KI#W]6*1(IK"12I3MSM_2FZ`Y--SJZ?[___/'U\/M* MC4VJZK>?]WJD"^YTM+(#+4\\=JFJ9W_0]K^TWU"JLWQ3ZC^?PS!H?;SY1W72 M#Z5I4)K4'[J"=CNT74.Z=&^M@X\<9>PHD:-,'"5VE*FCS!QE[BB)HRP<9>DH M*T=)'25SE)S*<9^)';:F!3MLXRA;1]E5E1MUU'GHU=%V#GVKR2.MB^TCW>K8 M1W!06E0-/,XB%8:TH,TC*DD!E5`Y4FK3`IM;T`5N2:7"=?IMFUO1!2ZE4N':79$V&5W@ M5CFI<.Y6.NEA=M%4"J8Y'[*)! M85*C'//Q6)GI8H9PH($C"%YD#`>0"((7F<`!)(;@1:9P`)E!\")S.(`D$+S( M`@X@2PA>9`4'D!2"%\G@`))#\")K.(!L('B1+1Q`=A#J$"O55()44PUCFY8_ M7:N,9?:T1$\Q*"Q],_"U>]V&3*^BO&WN&LR09@%!T!"=P5@"415H];L-D>(3 M"<2%T#--:O5%_*FTSZKQV]V6;-!<`HD%!*V&Z%X6$EA6@5:_U1#[<"6!M`JT MFV&CSP["G+.9!/(J$'0['=FFM20VA5#LI*#;%;W=5OIW5@V]3K]Q'&JL3%(7 MQ769I&4[DP)UAVAOUJ`PM8AS&C>"(+9 M?2TGVU`,?P1!^U4RB/@3%,,?0S#^5D,J$8_B4$TQZUM^QT7*$8_A2"]G?;C>:IO9O!##J'H.FPJ[*EFIRBCUW##'H# MP="W3F.W*`>P@U!4UZSTF%:NJ;ON:JZ9V\'*/8$N%CDG=M.@L!0Y]R&0)^D0 MQ6C8"()NV`?G*(U1#'\$H?2+P66"8OAC"/7QIRB&?P9!^]6\CIT$LXU MQ!C%\$<0M+_3DV?[!,7PQQ",/Y2#]13%\,\@:/^MV+@Y"N%.()C6WY[NJ1

P@V"`;K-RN*UT4K-SU70RW5.[PRD+76RGE;K]%OM^4)B*2_B@<2O.\&%1 MK/[/FX"VN-`8V1'ZH@L:GX\0V1':HHF3\Q%B.X)HX?1\@%DU0-@(U;I5Y3\Q M_LS/QTNJ\8)&3U[,G8^PM".$HN]T87T^PL:. MT!;[87L^PJX:075\QS98IX)>Q#AU+IARYV00S1F4+IX-(A.'9;EJDO]T$#'Z MHH[Q!3$B$:,MNJ3)!3%B$2,4Y^7T@A@S*X8Z+2KGA/HH3XL+(B961'5BB#V\ MN"#&4L00S5A=$"(5(5HB1G9!C-R*H889<9#6%\38B!BR;]U>$&-GQ5`W`L!B0/$ MIX&I`\P$T#KN,#-^SQTB.4,L'&)YAE@Y1'J&R!PBMXA`WC&N'6`C@([(^JU# M[`11Z8CLW-+SVI7:T`(HIN*%IK0`FE'Q0G-:`"54O-""%D!+*EYH10N@E(H7RF@!E%/Q0FM: M`&VH>*$M+8!V5.H@._/T+'T2N3V@!%%/Q0E-:`,VH>*$Y+8`2*EYH00N@)14OM*(%4$K%"V6T M`,JI>*$U+8`V5+S0EA9`.RIUD)V!>G*\DH'L^XI)\Y/K)_H)%)6=Q6U]J]NM MS$.9H6A(`QHVHJ+O#5O-CIR3&=,`)*)B;B=[?3GW-Z$!2$S%(&K50@P54QJ` MS*B8AG6<.8_Q#J2XW7<";&2`4-5:G0X5A,2V`(BK>FB:T`(JI>*$I M+8!F5+S0G!9`"14OM*`%T)**%UK1`BBEXH4R6@#E5+S0FA9`&RI>:$L+H!V5 M.LC./#V'7LD\9^0MYMC/C;R8B:^KK\Q`6-#(D7Z`[G3:CFD!%%'QUC2A!5!, MQ0M-:0$TH^*%YK0`2JAXH04M@)94O-"*%D`I%2^4T0(HI^*%UK0`VE#Q0EM: M`.VHU$%V!NHY]TH&Q MI&((-0]HMVK%M:0"RH6*0FFEU&H#LJ&@D M[%8O..S,TA/PE@GO8^E8'%M/BYT;5PG;ROA06-'.F'OD^G[9@60!&5 MNBTS:3NA!5!,Q0M-:0$TH^*%YK0`2JAXH04M@)94O-"*%D`I%2^4T0(HI^*% MUK0`VE#Q0EM:`.VHU$%6!NHG^*L9B-'5Z/9*BC.ZEI[BOE;=UHJEIR'+T:X1 M%=TSJQ5/<6,W9CF(B(HF:AZP83F(F(HAG&<)IRP',:-B6M4]_5#+G&[P"95R MJ\0(L6`YB"65*$Y+8`2*EYH00N@)14OM*(%4$K%"V6T M`,JI>*$U+8`V5+S0EA9`.RIUD)V!>DFAZ/)S0`B:D42"B'IRD-0&94 M#-+OR.GJ.0U`$BK%MMR>?/1Z03?X)17#A]71RIR.*QJ`I%2*#>O(?9'1`"2G MHA'UM2MY6;2F`*$M+8!V5.H@NP<4JQ=.!A:+#^?&8"Q1 MU-5G\F*HOZ=O+A31R!$5+S2F!5!$Q0M-:`$44_%"4UH`S:AXH3DM@!(J7FA! M"Z`E%2^TH@502L4+9;0`RJEXH34M@#94O-"6%D`[*G60G8%Z*:'2!W(,+I88 MJGU?W1B,A8ABW&C+06`8PH"FC:@8)`CE(#"F`4A$12/]MGQ\>,)R$#$50X@> M>\I2^&=43*/4\]_B\F%.`Y"$2K$=/;D="QJ`+*D8I.DL*J]H`))2*9!0;GM& M`Y">&>$T#D`T5@Z@OQXC-W](`9$?E?(:)50JGCW-7*]03*N*AD$&( M]8JZ^LH^#A8T&M,"**+BK6E""Z"8BA>:T@)H1L4+S6D!E%#Q0@M:`"VI M>*$5+8!2*EXHHP503L4+K6D!M*'BA;:T`-I1J8/L/N[,:D98K%.<&V7/KV:4 M@8XWK2,J=8TT:3NF!5L64?%"$UH`Q52\T)060#,J7FA."Z"$BA=:T`)H2<4+ MK6@!E%+Q0ADM@'(J7FA-"Z`-%2^TI070CDH=9&>@7E*H&V6+I89SHRP6)'3W M['Q%>QBB&`T;4=%`1\S:RF_`C.D&'U'1O/O5318#B*EHH.8>5[9P9@'G6CBG M&Q4F5"[9P@7=X)=4"EY<(:Q8#""EHH$/[C?W,QJ`Y%0T$H@A=:$(+H)B*%YK2`FA&Q0O-:0&44/%""UH`+:EXH14M@%(J7BBC!5!. MQ0NM:0&TH>*%MK0`VE&I@ZP>L"76.>15H"D_.]M6A,"Z"( M2MV6F;2=T`(HIN*%IK0`FE'Q0G-:`"54O-""%D!+*EYH10N@E(H7RF@!E%/Q M0FM:`&VH>*$M+8!V5.H@.P/UBD+-&-S2NMWWU=SIEJYBMEE-D(KO!0U9CI:- MJ!3=O^S/QRP'$5$QA#/O.V$YB)B*(>334BR%?T9%^\-0MFG.Y?+ MB"?7U[NKCR>J-J_:L_)IN\!LJFE>/ M08F1;LMR$#LJY_-,KTO4Y5FQ7E&]U@O5^P'LM@Y:A>MD#P<+&C3-<7GH2DMJ&E&Q5O3G!9`"14OM*`%T)**%UK1`BBEXH4R6@#E5+S0 MFA9`&RI>:$L+H!V5.LCNX?0R0R7SG#%6EY\?8PO7R0R$!8TFM`"**;BK6E*"Z`9%2\TIP500L4++6@!M*3BA5:T`$JI>*&,%D`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`RG^\7[X:5YF_N7PKG[=PWS\H7ZV9:]> M.Z]>I'I]]>UP>,<_5,4W_"&8S_\O`````/__`P!02P,$%``&``@````A`&L& M_]8S`P``P@D``!H```!X;"]W;W)K'3")M8"1[6QV_[YC3`";5;(\).!S M?#QG/&98/;P6N?-"N*"L7+O("UR'E`E+:7EV0,C89NW<8,Y,2OT.9FY3]D`)[A%J2WS0I][$S$YLP)%G+;6WX'E_I46WE.$0SLD-APHU M':)P;E715I,F^@1YW3JU_UT?'2'/FASWX<"+3,/[*]IEN),W;,QNVE#HP$:G MI#=*D[0-Y%GG;=='K:*-^]@H\*:6B2M\U\3\I@F%#DQ8"=MJDC8QLNIC9X(> M"HS+8L]Z4I\'UCNY]TY0J.DI#)&5^JTF??`$&>3A"3+@X0FRX-LG M2/=2W8$*PH]D1_)<.`D[EW4#W*S:4=W"MV@)K4%UX1:`SEKA(_F!^9&6PLE) M!E,#;PZ%SW43U@^2575#.#`)/;6^/<&W$H%N`P7G.AEC\OJ@%FB_OC;_`0`` M__\#`%!+`P04``8`"````"$`+8.'D5`#``#T"0``&@```'AL+W=OGEV MP`1K`2/;V6S_OF.;$-MLLYN')'B.#V?.>!C6]R]-[3UCQ@EM-WX<1+Z'VYP6 MI#UN_%\_'^\6OL<%:@M4TQ9O_+^8^_?;CQ_69\J>>(6Q\("AY1N_$J);A2'/ M*]P@'M`.MQ`I*6N0@$MV#'G',"K4IJ8.DRB:APTBK:\95NP]'+0L28XSFI\: MW`I-PG"-!.CG%>GXA:W)WT/7(/9TZNYRVG1`<2`U$7\5J>\U^>K+L:4,'6K( M^R6>HOS"K2Y&]`W)&>6T%`'0A5KH..=EN`R!:;LN"&0@;?<8+C?^0[S*XL@/ MMVMET&^"S]SX[_&*GC\Q4GPE+0:WH4ZR`@=*GR3T2R&78',XVOVH*O"=>04N MT:D6/^CY,R;'2D"Y9W)+3FNX$WQ[#9%G`%)'+^KW3`I1;?S)/)BET21.9KYW MP%P\$KG7]_(3%[3YHT%Q3Z5)DIYD"C+[>!(DBUD\F[_-$FI%*I,,";1=,WKV MX'C`/7F'Y&&+5\#C4';#DABZ=6!2'NPT",HP^':]ET+LWT1DMQ"67KC-*[[*U8T/ M60\2H,".;SL-2E7]G=A>QQ8J%L\"IRB9%4Z">'#`T@9=86ASO931D<;IP*2] MU*"ITK$,YDOKXXHVP>E(LQE-KC6S%,]O*I91N_K@ZLQ1K$%@T&"]6_TW$=DM MA*4WO:E71D<..ZVQTR#M<)(&KJ=F.$Z#.#(_U[KK[G?`5VLLT7)P.@\KH\5D M="3:L7"G05KTQ*WTWHR:AU.+-*-I<&6V-"XMC9?'E5RUM4V7C@<[C='2(J,S M=.??C&9F]"XR\K*TP3"\9:`*VRKAF"Z<8]JC=(PJH?^3@Y]-;:'`(SB#AWQ-\2. MI.5>C4O8&@4I]#734UM?"-JID7*@`H:P^EO!VQ6&\10%`"XI%9<+^5XPO*]M M_P$``/__`P!02P,$%``&``@````A`%<+Q8G8"@``B4@``!H```!X;"]W;W)K M_[]9"&54&65=>3Q0].D/IU:3VJAI(>__NS?4[_=XVGG'1[3 MUDTVG7(/6^]Y=WA]3,^F]1]WZ=3IO#D\;]Z]@_N8_L<]I?]Z^O__'CZ]X]^G M-]<]ITCA<'I,OYW/'Z5,YK1]<_>;TXWWX1YHRXMWW&_.]/7XFCE]'-W-\V6G M_7O&SF:+F?UF=TC["J5C$@WOY66W=:O>]M?>/9Q]D:/[OCE3_4]ONX^35-MO MD\CM-\>_?WW\V'K[#Y+XN7O?G?^YB*93^VVI]7KPCIN?[]3N/U9^LY7:ER^: M_'ZW/7HG[^5\0W(9OZ)ZF^\S]QE2>GIXWE$+1+>GCN[+8]JQ2D[-*J8S3P^7 M'IKOW,]3Y/^ITYOWV3CNGKN[@TO=30,EAN"GY_TMT-:S"-'.&6WO^F4(AL?4 ML_NR^?5^'GN?37?W^G:F\2Z(7;;>.Y5$_Z;V.S$)J.V;/Y?/S]WS^>TQG2O> M%&ZS.SMU_XD!5(^2)V($*?@8AE?ULD%XC0YU7$ MOBM8A>(WJI(/5.CSJO+=]E#++YU"GU(D=_/MJA0#%?J4*O;W56X#%>O:N?]A MA"S9NS3I9&UR-*@)!]B2M;#%3/2G@)W_]A#;2TROH$NQJMNSINGAZ/WF:)T1F*GCXU(CE9)*`>6"WP3FI"2 MP5;@CN")I0_RUXG"OY]L^GO(_"9?;P.J;*"L?)Y1E9`2!A?JU3`245>E:R$B M=ZIKD480B=212L^I0LUPMR_+:H6(+*MM5&;MZH2[?:G<#1&IW#,JLSKWP]V^ M5!Z$B%0>:I%1DK+&1H@U=1)J?UFA:8C("LV,RJRI\W"W+Y47(2*5ETF45^%N M7RJO0T0J.]>)'X:NLSP,Z5/:N<[ID%+F<(:,&+J1LF74C=)T(GPQG90HAY%K M&U@'5@P(N:"HNJ!JH)A0+4`B;LHQE;I)Y58MJ:'+6,5[2X6:.L3+:AD05E1; M1ZQ\D4W=C@[QHKH&A!75TQ'*AGFU57T=8GT\,!"LCX<&A%5FI"-Z9<8ZE&,Z M$P/":C,U($QEIB.V=4X!D8=;D>Z M,\8QCK1G'"/-&6'L[!V;7([!GPJE)!@Z@XDFF,OA/I<-C^YBLYIHM$A%BU2U M2"V(1"MNW3*OU[7=&H;=;)M9I9D$:B6!V@8H>Y=5![.3!.HF@7H&R+8+:G'] M)-`@"31,`HUTR,H7F-?'2:!)$FB:!)KI$&4Q5J=Y$FB1!%H:(>;Z51)HG01R M'`.5O6/><,J)*.G%J,^R=RS%.M*?*L5LY9@\F[V[3D\EC="E3%P:$9O5-*)% M*EJDJD5J0>1RU2ZN#^H:TN!(DP=:/-#F@0X/='F@QP-]'ACPP)`'1CPPYH$) M#TQY8"8#U[,^.LZQN3.7D#Q97/#`D@=6/+#F`<>1D4C16K)TRHDH.?;JA&2) MUY'S(9X*Y\@7]5*F+=T9B4Y;>7HMPNITU2(5+5+5(K4@6#&`W,>6/#`D@=6/+#F`EF%+,^=X9A>IY="*=.+[NM$I]?EY*IX/;D2F^E&9:1`.J[= MJ;B,7LN)/;4H32K0@T89$ M!Q)=2/1\PF]*WM26/M080&((B9%2#T.7CJ'$!!)32,RBU?![@PWM'&HL(+&, MED(_UHH_=0*MH,8:$HZ#D3)&*AC!KG-B;:=D$/&K./]E)W*K1VSFF23'>J_L M0W&9!!)52-0@48=$`Q)-GRA>)/J0&/A$T-J< MR1I#*#*"Q!@2DVA%\@:'3J'$#!+S:"$_+%,Q"RBRA,1**<:8;]90Q'$P@GWG M5+`*=IX3:STEF]RKV42>CX@PRR+9.W:OKNQ#<5D$$E5)B!^<69:J^=O\N6[= MW1HF65U!+-MD_X8LXGINQ2Z]FI!H*>7XME.33!MJ=*(:!=-<[D:)H"VL3WJP MF#XD!I`81BM2]*O**C*"(F-(3"`QC5;$6(\9U)A#8A$MQ2J:DNH2BJP@L8X6 M8VR,XT`1![O.J6"5T'=?FL()[&>VMY)#+%J&$W=*!C`>Y'BZJCY$!1H88&6%D MC)$)1J88F6%DCI$%1I8866%DC1%:]B(\^YB.<9N3P)%.`DO22AE<5KPIU6PC M%O'$7`")-6S\W,7.L1]3R@$5T_X*1JH8J6&DCI$&1IH8:6&DC9$.1KH8Z6&D MCY$!1H88&6%DC)$)1J88F6%DCI$%1I8866%DC1'*-;XC_G,EW)-E+%R MIB,8)9LH9%N&HQPE&Y^),3:M=8]CU&0C5@5%DHV\/A+KGUF2L0K7']4OIROE M`/+;G;-,EPT5A;DSG7I6%227,\G4%,8JFKJFKC!&F4:`Q'1>$R,MC+25NECV MO6$H.UBFBY$>1OH8&6!DB)$11L8!$LP9TUA/L,H4(S.,S#&RP,@2(RN,K#%" M><8W9G).!UIRCA&FM+,J&E&+`N*I!F^?D\\,,'2#:T%Y+\/!92Y MO.`*RA>*0:I8I8:1.D8:&&EBI(61-D8Z&.EBI(>1/D8&&!EB9(21,48F&)EB M9(:1.486&%EB9(61-48HUT`C4:[!3"4!%Q&K^84, MK^67?"%<'VR)[>P.C9UCBV;*`163/"H8J1H0*W_+[BW7#!2[853'2`,C38RT M,-+&2`KW\>&"C6P4.,C#`RQL@$(U.,S#`RQ\@"(TN,K#"R MQ@AE&=^7,8ZC+(.9!+:D"R>L$^]*->.(I7K\C":R:(X>_S5D'+9XN1Q0_NJ+ MX/<_OA2@$D`QG51-HE/#.G6,-##2Q$@+(VV,=##2Q4@/(WV,##`RQ,@((V., M3#`RQ<@,(W.,+#"RQ,@*(VN,4+[Q71EC)DFJ^$:L!>;Z) M+(L13YKK9SC7TZ7@C@U<4U@)A&*ZJ(H1\;8%49W\9=4*.\^JAQN__'&N@9$F M1EH8:6.D@Y$N1GH8Z6-D@)$A1D88&6-D@I$I1F8A_?XZE;<]_=3 M:NO].H@WD0@'AV'_=2H3JT0/Q]-3.BP^MTKT:+L>7]'K5^@!".,*5ZV2L::4D7I=0VZ?M,J MT]=L,[TXMA+O]]HU?^N/1X6?:&X!?/.\LOHH#P)4)/_P(` M`/__`P!02P,$%``&``@````A`.([)ZE>#0``-TD``!H```!X;"]W;W)K"]S%(0BR*=D^(?=_W-QIC MFQAC'$!/S_S]35'*4E6EI*3O/$SCP\E22959VI"^_?G/Z2/S]^%R/9X_G[/6 M4SZ;.7SNSR_'S[?G[&+>_*.KZ<=C?X\_*6NWY=#KN7 M>]#I(V?G\\7<:7?\S(H6O,LC;9Q?7X_[0_V\_WDZ?-Y$(Y?#Q^X&_;^^'[^N MV-II_TASI]WEKY]??^S/IR]HXL?QXWC[]]YH-G/:>YVWS_-E]^,#UOL?J[#; M8]OW/TCSI^/^7V]/T%Q.=)2NN1Q>G[.^Y?DU MJY+-??]VWT++X^'75?F0D0!.=( M=/,^!.-+YN7PNOOY<9N>?[4/Q[?W&XRW&X3LSQ^P)/A_YG0,D@#6???/_=]? MQY?;^W/6*3ZYI;QCV6XV\^-PO36/06PVL_]YO9U/*R%985.B$3MLI`#=#+^W MHT92`F$1]Z5#WF%@Z/N8Z&6@['P(8HMNVZA6"ZE M+]:"513;*UK7!WL,FS\,A0^_N]@BQL*',/;1Q98P%#[@8JVGDI6O.-S*PK"( ME57&QWHJV&ZI?$^/E/&!Y!:Q-J0.+O;_R"Q,+5L99Z69E![8.,S!A[`'E8?6 MV\9!#C[$]#UMH3C(0?K^WD)QB.UHB-523%LH#K$=#?&#:XHC;,-PQ:QI>OWG MQ%QRGX/JN]ON^[?+^5<&9G88\NO7+MA/6%[0![@<^N/`/ M3#57P']_MVW'_9;[&Z:X?6A5XRQ=J4DEF.B"INN$-$*B+ZNH-]2DDE4HV+K4 M0@D7UC9!)P3P3[1B>B-=J6`K/4+Z(5%;L1VCRP,9EKBLH51P62-"QH1,")D2 M,I,D6CAL,$=?U[FT\ MT_MHK!KLS44.*Q:D<#1&.2@-61\PE_U6?03^O3ZP4U5)HDUB]*@6IT3]$=41 MYY3T06N$CKYBAM2,E2IZ2ZTXJ9#7I7:L9.E2ATK&VG=C#&/E>S&*L5I]JL"@ M&M(@E"`!9)$;O1E*!0=P)(D29'1P+!V,FDBB1!G=F4H'HV8A4?IGP>Y?WZ3S M6,G8[@LJ&6NZE$M7>J@O:245[.!:$B7(V!@;Z6#45A(ERM@8OB\E#//#VK$+ MY?N.II!W[++>0Q]K1]EBVKAKQ0Q'%Z28'3A@%SMLNK,+?+V8":D14B>D$1*] MC\::-!^16H]([4>D#I6L4KZ@;]WN(U+O$:G_B#0();4\;=OH424B.D3D@C)/=3 MY>!@M&F"E@G:)NB8H&N"G@GZ"-0-[1@3PR"4Q'E\T+DA(2-"QH1,")D2,@N) M,C1T5I@_(BT>D9:D`RM"UH1L"-D2XOL454.DK!S,$L:4YV.Z)%E:=L*9HYJ= MF)4!UK.2D!HA=4(:(8FRT@0M$[1-T#%!UP0]$_1-,`B!DH&$C`@9$S(A9$K( M+"1RG> MIS51,,^JA019+`]>C6.H&FO46:/!&DW6:+%&FS4ZK-%EC1YK]%ECP!I#-'`_ M.$*0.%!C-#!D@B`Q9(H&ALP0)(;,66/!&DO66*&!'5LC2.S8!@T,V2)(#/%] M5##&KR))#DHM"*TNX7)<7%T&^#D+9R:RY&"789SO5(645I>L46>-!FLT6:,E M#'$VE7\R]WUMMH$.:W19H\<:?=88L,80#4R7$8)H*(W96-"RX-U:@XQ9)M'%DVA9`R3;18H\T:';4;CEMP7S$4!MQQD#.K>0UZI#82V]$QW\A$ M;<0J6VZY;*3'E#8"YSS&5>N9D%(&;\X:"]98"D-D:J5H%\O&KF8E!'6K%8W5 M6:MMP*;/F[NK#=_&5FVC5(%;B,;X^C[?B!_67I:C;%+E9BUV9@Q6S7&K3@Q,;YO!OEAE:2DI:\5B27:C?)?*UL++JZG MU>W]>[UPX?C:V.C5T$KI4XU7ZKS2X)4FK[1XI2)%;36"H8-)$D,6@J%0R:29(8-.>5!:\L>64E%>S=6I+$WFVD@D%;21*# MX/YW4%S/V6BFA/O?B*(PJV0;UY'@!CC5HIK3"SBX5V[^/D39\08_!#'VO%#` MQB%)-;12"U@TE*+4^58:O-+DE1:OM'FEPRM=7NGQ2I]7!KPRE`KFX$B2*)FB M++G_*&$L%0R:2)(8-)4*!LU"(HY[PSVB>4@U?T1::)+8Z0?[/?U(92E[D-C) ME52PDVM)$H,V4L&@K22)05#'F/H8!76,*#FLENKH11S<64\K8G'GW;C*91X^ M6\)*J=`:K]1YI<$K35YI\4J;5SJ\TN65'J_T>67`*T.I8"J-)$G,I+%4,&@B M26+05"H8-),D,6C.*PM>6?+*2BK8N[4DB;W;2`6#MI(D!D'U8EE@%%2O0-IT MIL]`L`O&L+BF]>H-;JJ;U5N(+H$%OY$FNV#7F/*JH95:O:*A%*7.M]+@E2:O MM'BE'2IB*Q?-TY#[_JG#-]/EE1ZO]'EEP"M#J6`NC22)2Y-P'XS#AD$3/F@J M%0R:29*XI#FO+'AER2LKJ6#OUI(D]FXC%0S:2I(8!.5K;CTH7T3)8;541R]? MJ"=2OL7HTE7PF`(M7^/BZ?%*GU<&O#*4"F;@2)+$5!I+!8,FDB0&3:6"03-)$H/FO++@E26OK*2" MO5M+DMB[C50P:"M)8A"4KZ@>[1P847)8>JWHY1O\W,/<^ZHGP.+G(+`WE_*[J?JD66<2M5XI*7/*P->&4H%,W`D2>*PC:6"01-)$H.F4L&@F22)07->6?#*DE=64L'>K25) M[-U&*ABTE20Q",H7ZP*C8.^+*#DLO5;T\@U^(Z*4+]XPLL1O1^`H')=';#$KQS4'8-Y@[L:.L'!I-Q[ MP+UGXWIM+=(P6>L4-2AJ4M2BJ$U1AZ(N13V*^A0-*!I2-*)H3-&$HBE%,XKF M%"TH6E*THFA-T8:B+460AB(G8+QQ("$-*=,'7$_#X+Z[F8;!E)GT"(LE;M2K M:>B2R_/",=/0^.U!+6Q*Z7V=H@9%38I:%+4IZE#4I:A'49^B`45#BD84C2F: M4#2E:$;1G*(%14N*5A2M*=I0M*4(TE".MY*&E.D#KJ=A<-_XM])0W&A6T]#\ MX4HU>`X=#I+--"0'RE+#WM>C2$0-BIH4M2AJ4]2AJ$M1CZ(^10.*AA2-*!I3 M-*%H2M&,HCE%"XJ6%*TH6E.TH6A+$:0A&4B8#2D+7KX1Y@6,KDA#\3(-\2#[ MZ7!Y.]0.'Q_7S/[\\Q-VI$YP;B,QOL:C&+S'HQC,O,97,`4'7Y5BORH'7Y5C MOZK(%X,8#:YM#YZ!I`M:.QX\;17#"QX\TQ+#70^>4J!\:WO!TY(Q7SCP1=P2 MM@7X(FX16Q>^B%O&Q/;@\52ZB(GCP0-Q,;S@P>-$,=SUX"$/RI>V!T^7QG#' M@R?98GC!@V>#8KCKP=,>E`\<#QX4C.$%#QZ?BN&N-XQK9V1[\'`O]4>.!P\4 MQO""!X]>Q7#7@P=B*`]>+Q/'JY8'+T2@?L?RX*T#E`\L#Y[UIWQF>?`L/^5+ M6*X?]T75]N`1%QI0LSUXT(7RNNW!DTN4#VP/GJ4&GI/5`2^S^=J]'0:[R]OQ M\YKY.+Q"L>:?@E>;7,1[;\0?M_,7[`;@E3;G&[S&YO[Q'5Y0=(!'W_)/(+^> MSS?\(UB`?.71]_\!``#__P,`4$L#!!0`!@`(````(0#[8J5ME`8``*<;```3 M````>&PO=&AE;64O=&AE;64Q+GAM;.Q93V_;-A2_#]AW('1O;2>V&P=UBMBQ MFZU-&\1NAQYIF9984Z)`TDE]&]KC@`'#NF&7`;OM,&PKT`*[=)\F6X>M`_H5 M]DA*LAC+2](&&];5AT0B?WS_W^,C=?7:@XBA0R(DY7';JUVN>HC$/A_3.&A[ M=X;]2QL>D@K'8\QX3-K>G$COVM;[[UW%FRHD$4&P/I:;N.V%2B6;E8KT81C+ MRSPA,S*A/D%#3=+;RHCW M&+S&2NH!GXF!)DV<%08[GM8T0LYEEPETB%G;`SYC?C0D#Y2'&)8*)MI>U?R\ MRM;5"MY,%S&U8FUA7=_\TG7I@O%TS?`4P2AG6NO76U=VJ^>?__J^5/TZOF3 MXX?/CA_^=/SHT?'#'RTM9^$NCH/BPI???O;GUQ^C/YY^\_+Q%^5X6<3_^L,G MO_S\>3D0,F@AT8LOG_SV[,F+KS[]_;O')?!M@4=%^)!&1*);Y`@=\`AT,X9Q M)2"M.69EN`YQC7=70/$H`UZ?W7=D'81BIF@) MYQMAY`#W.&<=+DH-<$/S*EAX.(N#UO5D"53,+2L?V MW9`X8NXS'"LY1ZMAUC_J"2SY1Z!Y%'4Q+33*D(R>0%HMV M:01^F9?I#*YV;+-W%W4X*]-ZAQRZ2$@(S$J$'Q+FF/$ZGBD" M.S1P1%H$B)Z9B1)?7B?-AOZ'&(KA\1JCX_M M\+H>SHX;.1DC56#.M!FC=4W@K,S6KZ1$0;?785;30IV96\V(9HJBPRU769O8 MG,O!Y+EJ,)A;$SH;!/T06+D)QW[-&LX[F)&QMKOU4>86XX6+=)$,\9BD/M)Z M+_NH9IR4Q>Q,O91&\\!)0 M.YF.+"XF)XO14=MK-=8:'O)QTO8F<%2&QR@!KTO=3&(6P'V3KX0-^U.3V63Y MPINM3#$W"6IP^V'MOJ2P4P<2(=4.EJ$-#3.5A@"+-2[\JIB4OR!5BF'\/U-%[R=P!;$^UA[PX7988*0SI>UQH4(.52@)J=\7 MT#B8V@'1`E>\,`U!!7?4YK\@A_J_S3E+PZ0UG"35`0V0H+`?J5`0L@]ER43? M*<1JZ=YE2;*4D(FH@K@RL6*/R"%A0UT#FWIO]U`(H6ZJ25H&#.YD_+GO:0:- M`MWD%//-J63YWFMSX)_N?&PR@U)N'38-36;_7,2\/5CLJG:]69[MO45%],2B MS:IG60',"EM!*TW[UQ3AG%NMK5A+&J\U,N'`B\L:PV#>$"5PD83T']C_J/"9 M_>"A-]0A/X#:BN#[A28&80-1?F#R`Y+<)C]:"_]OCL]S,-@.9^UIUWWO#^] M/LS_\V]UMYK/^NOV]+P]=*?V8?Y'V\]_>_SK7^X_NLOW_JUMKS/P<.H?YF_7 MZWFS6/2[M_:X[8/NW)Y`\])=CMLK_'IY7?3G2[M]-D;'PR):+K/%<;L_S:V' MS>4K/KJ7E_VNK;K=^[$]7:V32WO87B'^_FU_[M';8;'?HV_PBW!_WNTO7=R_7`-PM;*"2 M\WJQ7H"GQ_OG/3#0VSZ[M"\/\V_AIDG"^>+QWFS0?_?M1S_Z>=:_=1_-9?_\ M]_VIA=V&/.D,/'7==PW]_5F+P'@AK)7)P#\OL^?V9?M^N/ZK^_A;NW]]NT*Z M4VVRZPZP$OP_.^YU#0#U[4_S^;%_OKX]S.,L2/-E'$;I?/;4]E>UU[;SV>Z] MOW;'_UF0"9V<1,X)?$XXN6$8.T/X=(9A%*S2-,E6.2Q_PS)QEO#YYY8$MX8P M?.*221"MTC#--.,;2V;.$C[_W)*Y,X1/7/(VRX5-DDENM;UN'^\OW<<,3@RD MH3]O]?D+-^#-9=4%37F&Y;-80!*X\HE/F(*&9)2^'8C8-?^1X+"X%:)WYLS1(1 M&&B%@D]-:D2@B4+!IR8-(C@QB&R"F)8^S&$W*.IXS8A9R,K49IBE:<"+SP(2 MT[E,[5E![BPREN>:XY6W0IZN`E8\S).A;$X2TE!%B#@L+<816D2"$ M>HRP0H&.,%M&`5S^PS^V_S6"T5JAP%@G<M?>U!C#RN8T=;C?WPS;OKSZEF/ M=L/=@7NBI6Q/V!*%A=@]">.`'>$2U9B_"@4Z?]&:IZ]&->(5"@P^$N6,:IYN MR,($'RUE?%C!%182ZAOFQV,8A2M_B_WC5UKTJ`$Q\W@9K(?B7K*S4W-SY9O' M<1RP5MZ,3+P$0L13C(V846;W6.$P-H=)+'I&20#,2D42O4M)+/)2$P!-%$F, M290$[!IK",!S&>K90!:G$3-J;+<*AW'ER<];26J,LB*)CG+)8ZQ)C0:*)*9> M>/=K2"U(Z3E@@I0=#\;78L(VJ@@MQI*Z2Y9!/BJQY9(UE9+@&'-%$AWS7;SF M4=<$0!-%$FO"]KDAM:"IAX()FG96\&BRUE&$.$^8)4-^$DK28Y`52:Q%RKM% M30`T420Q)I%HZ@T!!#,]&@S,S(TR&DQ#.SF,&:9\%G`83&3(XRT)@/%6)#'Q MIK<-'$8N9QQ4PROI$-`01%/2PPBLEP8\)71MY.4];A"H>Q%.,U:STEJ0>" M.*!H@G$N[TAAHDAB3+(5W\:&`(*@GA8&@GCMA7:(\'+'9P&'<9TE3OD9*@DP M4,/91,>YBGF8M;!0)-$6X7+-1XZ&`(*9OOHGF-F)P&/&^D41CD>,,!`I0_7` M"R4F2MYD:_*'!HHDDP8-J04I?=M/D+)#@$>*CRDA#@IZR2B#"VO<,UER2T)C MR!5)C/T:GH+XDT!-`#11)+%++F7R,";!4U_R`T_16NP,X/%EX10AS@EZ\;M8 M9A'U&&[E6[!S7),6\8HD>H4E+^:&U)Q<-#VH&+%_FZ>L]`J'L6Y=/K;>V#701_\BUC]!1_*BP,>/K!];IQ^8@_\H8>?WT@./QD? M#1P&[TU^O$K28]E6)-%EFZ3\Q->D1PM%$F.QXM_=&M*+.K\]^D1R].%U7#@, M\6/]JR0]1EN1Q$3+6D--6L0KDAC\FE]+#>D%.W_JP:%`/_]EE9NQ>Z-P&/?$ MBJ>@=.K1UT5FD#*'M;!0S")AAZ,96_@'TY]U1%':X01*DQH+?WQ61#C`#!C6 M6TJ"8!XJDGQJ5!,$C11)/C5J""+RI\>1X?:D_-DI9=Q],[9Y132>9'XY)1`: MPZY(HFLNFI@2"(`FBB3&))-3`@$$3W\:$@F54U'&3ED1X02B%[^#(98=JY(` M&&]%$FT2PK."\1PE'G`0&NT52RNA&G" M*94.,-Z6G%W(E>?D+LWX-%]_P8GRG80A#'C^UXCFMA=_9R8FK?'.R$DK9U-< M$5N,W1G&N'1*;U?8_53Y#OB44G_!A?)<\%'[M@-_._RABPI$#ELY6Z6(+<8- M(SF,NWY62@+@0:](8MIV*A[=U`1`$T42TSGAT6X\;ITL-0VA19N8&+Y&`W8L MAZ^<7W,.X]I$S'MP27J,O2*)Z=HLUIJTB%OPF'T MLU6ZB'+6"LL!A)M025$M14J*&D_DTYN>HCZG)\@Q4#B#D4DE1 M+45*BAI/Y-%+)F:F6\5I\#X]?M,7#N/38R>Z'$!$3XIJ*5)2U'@BG][$\',K M>_#2&,]>SJ[LPF$\>BM^]P^@@9[U#78HJB5*29%^DTT'90TM/?MFFGUYZ=A> M7MNR/1SZV:Y[/T$_@#\$/MZ3V+X2!V=JH\L_1F5?AN$U" M;]AQ#2C,ZVM<'FU*TXV9O(HV\!Z0C$I%&WC31\J_Q1E$FTUHH"F")M>:!2T" M+^.=MZ_M/[:7U_VIGQW:%]@?^(,?G."+?6_/_G+MSN8MJ*?N"J_AF1_?X/W* M%M['@E=,YK.7KKOB+WH!>F/S\?\```#__P,`4$L#!!0`!@`(````(0#,5JW= M$P,``)@(```8````>&PO=V]R:W-H965T&ULC%;;;N(P$'U? M:?\A\CNY$"`!`54AZFZEK;1:[>79)`ZQFL21;4K[]SNV(3BFHLT#)#YGCL^, M)W:6=Z]-[;T0+BAK5RCR0^21-F<%;?!Z#C!A0YJZF`< MAK.@P;1%1F'!/Z/!RI+F)&/YH2&M-"*NT]4[/B-T^(';0D4&Y9)+<". ML6=%?2S4$`0'5]$/>@%^\+$_ M3J?1=/:Q2F`R1`*SU_B!KR]_9AAIU;#AS M;*XIL>/B'<9L2,G>H20]9>`S?M>G&H7%MDH1IWV\SGQC*%#ZOEJ7&31C^R$C MN\48N(1IK&KJU8[#?G$5ND*0>IX M-A3C.1QB6QL;1?Y\"&F,HIE='R=2?VZY"Q];6L!/3V9?F M--N3+97.K*8QCLT)8?;5AO`]V9*Z%E[.#BV\2A%H]J/F8-K`P:1W]Z`'X+SH M\)X\8;ZGK?!J4D)HZ"?0D-P<+>9!LD[O?#LFX:30MQ5\`1#814,?R"5C\OR@ M#J_^FV+]'P``__\#`%!+`P04``8`"````"$`SM#L;BEU`0`F;P8`%````'AL M+W-H87)E9%-T&ULW)W=;AQ'EN?O%]AW2`C"2@)(2J1D2_YH#6A2 MZE:W+&E)NHV&L1?)JB19[6)5=665)/958S!O,%<+[`#&7"_V(3S8%_&3[.]_ M3D1D5&866;(M+S"-1K=8&1EQXGQ_1>27__3^;U:#KYW:W=G0>WBFHR MF`Y'D_/?W?KFY/GVDUM%O2@GPW(\G52_NW55U;?^Z>E__2]?UO6BX-U)_;M; M%XO%[//[]^O!1759UCO3637AR=ET?EDN^'-^?K^>S:MR6%]4U>)R?'_OP8-/ M[U^6H\FM8C!=3A:L^V3OT\]N%3@?+ MRVJR*("D>#99C!97Q8N)+P'DQ=UOC@^+V_>^O+]X^N5]O>*OO9@47X_&8T;4 M6T7U?E#-%L7Q13FOBF&Y*+=8<%S5=3%=7%3S=Z.Z*NI9-1B=C:IA>Z;=O>+K MZ61Q4;/ZL/OXL!KL%`]WMXJ]![L/V^_^L9RDAX\Z#Y=Z^*#_S;3M^(\UV_]N M_[1>S,O!XG^TI[_3_B'.5)Q3L?MIW<.7WW5_BVPWE%U/A+"8NC-_=??;MFR@.X>PX&7L!>[XL_55?M<7<>/'BP MN[O[R=[>7OO1P7(^EW#D2%R'\3O;V[M[VP]WVW.$G7U;C%'7RVK>?N'.7ZH.D<(D$9ZC:C:=+PS#BW+1I6D8_N?I>#E9E/,K-C!& M%756>C5M_Q3>M/'%`8QU/IUW,?:RG)]7Q?Y@4#$M@X:^P)K)#J:7EZB2X\5T M\/V6JXFZ>+U>[,\'8\&Q?/QM%RTAQR@>*;C$)2<*@>\5__/M/__R_?_K'_RI>51U.?#6=;+>A M*NYN]&H@\U<5YK8JWLRG;T?R%@K^C#"\7+*0[!_F(Q'YTN%^7IN"H6 MTP)\%V!P@`C\5)JZ>,N_&TU.K_0,OLXF27:^-7R\A3F96_F MB*UHV&U#11NC'S9%V%9[DH.ROB@.1V]'0YR9XDTYXG\`(^)7J&N_XE+6IYBW MC+G9`GS_>?NUC`'NGLVGET5Y.GU;=5S3YPC3Z'Q2N*T<7!4X(Y-Z[%IK?_C7 M9;TP6[%53*9:IWAQ.X,SAIVH MYF]'@XK-H[KRO41Y;?3"W=T.X-\][+"2MKR/PBSG(SR8WY=(_UW)T;T;)M_K M3OZH,_DA'N1;T(+&?SZ:E!,TN[PDZ>B`("WOQ.C9P,/N&I]TUKB)R&VLN]Y8 M?>M7TR"KTP;MV]9(:W0)H\?+(;IXV#:"968$A2WT.![(XFK+6"4$5BCOF9"Z M)<&8H1Y@ENG9XITB)EG@:'@(",]'Z,9ZISA!-0ZK`?$=X1/SWGZ\LUM<>M!E M)D*Z\TIN/8('H^)15*8!8K14E#5A(,P]YRFZMCU@KWC'B-E\=`E[C:^*,NAF M'UTG\.JZPK-:7)2+XK0:X)479\LQXQ,F>`'&)(S8L[T(KB%<51-,+MD?L-M/ M.%[\-"C,=462^'VZG!=_+&?EI-(>09M)*8LAF<='Q5L/+VJ*G;I(C^3J-N6 M+(XM9LOY;(HK52#J3);-,J]XQCIU-=PARIJSX5%=B'33R9;MOEY>:L-_0Y0A M/MB#<&Z6V+5/55R65^@D8=E?$:I9IV>D/(1(_BZ&I-."GYO\$#'0PYV'D8&V M]%?#3F)!?G@2'Q=#]]'B&@"QPF/_\<\__A#9S`)LISPL0*0._@GVI5?&5YL# M=_>SW9W']R(`P+?W>&#!Z**1925=[:VW)MXRT'SC8`N.DE"5FC5:&G&S&%U^N"P(WMHI+MMB)$Z"++OL M]+.X+S9^]_&3G4<9)HPX=WS7KW\2<[GV7C M;S]\LO.@6<4F??)I@^)5NFT5[RY&(,*X^&P,.5W("?F6ETN,*7^N-^,?0/7= M#,@VU[68+F)^;P>7L;"-F^5NO[:68HE4;9WR2Z/)-V@24E@5VJT?UF]V"36=[D;E-Q1)A>UA@%V4+"SB@BN3O3WL:F M,VP"S0JAORK1[WAKQ\J>UNNH%E,N^V8&V\"9]RM9LG\H@GI;CI6):`]$<)1] MK4'!H&(0-CYM>G\\GKXS4*0.]AZB#;"U;7/]T)4@RH)_=1]W,@PNGLUR'9#> M8+7DKH.X;O"(^UN1^R)'Y5S&H/:6?($P2V?VH!U"`JT?>R?3!2[G]1A6?'W] MB!LFTF.UB3J5D4@F[*]D:@&!<$;XLLYUB;HT1"B=D3PY71ROGYC MV5KF^'PS(;DW/9^,_@XVI4S73=MED&RJ-MB^OVL&H)*5R*8V)G\H<&4WMKSS MXP\__M">/,1JQ?$?]H^>_>'UR\-G1\>>J_N7?R^>_?=O7IS\I;A[^.SYBX,7 M)QT^/RAG(ZF?8[SZ<3>%?E0M2DL`/`N.>GOQ$[GW2W+K(:^-^`Z@RU;Q2,(< M@X.NHG:9?O0`7W;]H(Y@Y^HKJ-;>Q+9E!SJ@FIY-V,K260VV/+UX5VF/P6C1 MP=:&23HG=\@DKIVLPQ1FVHY_#ERD7,0W^\4?J7$2%>&*X86-9@22Y)@Q3L&, M&9&*[[ZV$+F3IFB-:^.O]7CM-`$8K$"J=ZP=FP]JKY<_6SM!5/6*O??K4]&BXL0WY,#!S6* M#8>;)TG^-:$I@18=87HUE=;,MU\YQ5F3D?[735[=T\[K>P4!YF M3#01S`)BOR^JC,]JV`A:J?S2K##_WD3:-=6FD!#WMB/^O9W'/Q>4ME"=D#B* M_"29@21R^_F7LARO<`(N"BKRY<]_BS3W8> M-=!V![83;D%B(E`&RT#I=%%A$/.$,1$GEEW=@8V5$*KE@Y1226)N0N+%OI4,S*0YIK;$""2K9A7YZ#%9C('5%?4KV:[Y<)M$(P6J M!*Z@3:JB@^\5C96C^^%C^;J)_;I8?!B$_-'NHRP=U.,\KT&W,/&A"JJ-^57> M>;94RC=C>"MA34P6P=372(,X+=_EHT3P-OF#H#MG(<6@=&TQI6=`QD?E_R#:9RA89#ND7L6O M*"[WPC0_`)C(1"RU]<:U.8/-,C\IAFFB\:TB1?WM!6^(9W-/,`]DN]-$G`8' M%?DLR$Y@IE/*^<9WRN6"\$@A07MH[J-L%1O,O?K"^HG;?K4[R>WE6R[95I[Q M;X_M<K<\I2$"!0Z#8WA^VQYY`]#ZA\:CA*6LKT4ANT([#3=,60QNA%%7NW(A9:*J44`NT! MK:HMT=2>.GL)K6$)C`]Y)V9GG#!F&K)`OL.@JM.:MWY/_J+]2RJX1_FUX4S# MLREX,\2YUZ80B3'CHG%Y+9IPM";MLN:U!.N:9-/ZUPRY&7;:6USSIF\Q$F=- M=JD]5T;6;OKMYY+)(6E21OW2*"6S9BO-J]>@@?>W`ET-="G"I@S0$;Z-=5H' M12T-ZTI(*8%K-"R*:D`UZM*6ZS3#*-VF?N8.JF,Z MS"K&%$0ITG3&[(=*J17HI=,V:&1H0WGWJ!I=GB[GM>GT>UX/H7L-UK6$KN@C_GS$#8:B=$C;. M$?VF\`7B5I,]HY1D7&F!R7MLBM7VE]B)0!!Y0XM5S#.&)2S)$K,U*^U6BFY_ M9J+E5\?")UF^:P,L4!J]'@LIVYIC84CS8351C#*IWI&%G2H.AP?(UTM#[/S< M7:TDEE9(VV02_W]MRCB23#*=WF;]S(Y6[^F\EP`&'/S\K5LQY__^:T\RQY[\ M^&\I'T>WUUZ>/=L`(1OS>LKY]98'E.R&URG%2 M#2XFT_'T7.?08N2HCKNOR_<'?R9?0XX;8]X(>>.3J$-Q2JK;^A80VDI7M.;'7JE=.ZY3 MLET[LG'*Y&RM'7;@O6ZJ_U#7B.6J+&!9^^;7G*>YI.4S9B9B2'2URW)@U9NQE$HX99'@ M_>Z(G@YUU"HWTRG;KH.55-E8263/$87>DJOB#]78.WV5IFI#%9UVN2&UN>KW M-4Q_KEFF/8-7O8/G;L<$VB,:MK,%B$4)#GN"OL@U663,:04B!8!1@IS_N_V$ M)E&%-,IEJYOW`44[_]-[<6\_>9`&=`Z818==B9IQV0-!MG*69U,2[&O:Q'O. MP;A;*PAN%)HV5FY@=U);K:VK0!2V:H.JRM"L8=+.\!@U M*;&ZV?FDZQ?H-'1../,_TV3SM]6MIX=5[V9V"H>/%_7?-_Q/_7<5<3C9_^#6_:=?#O"4S*&Z M9+I=_3)_3H;'A[R8$/N,%OKUOKV[9O$3/(?#Y>3''\+):DKXZB]3/2'4!;7[ MNQR`#+;EIW_\FSPR?GA7-?_&M0M_W%K6MS1`+@F#E"DJ)U<\O*>&TL$J=[N4J@G)3C*WIZJ`:"_Q$]])Q[4P+A M--08E$IS:"B0+"#.CL!XC:-Y/IZ>EN/VE*>6$[#D#.JO.3.S$:KGYZ>_N_7\ M.4?&^4\+WRGI54LJ\"Q3)"/)6BVFA!L/5+:,OFX59K M9*/K5'T`%$DW6OA7V^G#=.Q@HW5_Z88C6Q`J#*84=':*;]FVW#?<\S@/8"`^%2 M4EO:\2LRK'I@,A4`PY`JO>W0HY'H_I[[/R$4Z56FSN.V_R) MMDIMBV+(4GN:R7L]EX1*IESLM;8#7X>`.EMLXHAIKT6K22'@ZU%*P1*7&B.%,$G!HAZ.UV8TD]1SQ$* M%&XR6])`&DE.O;#O0_BPM4TUEJJ-4Q7NYQA!T-/&)/E)N.U"3U0ZMXP:I_54K>8N0F/*B#2'"WH70BH$^+.,/I3$(E!J4Q4)S4*N="*?1A$:MM`B`HF93%R-+^#U"2?CDG)27]A$^.4N0@TEH`-3@EN&6%IJFT1T-C0WYS2RFGS'6 MYB$SOWK=7#TG)TG4TM)#4[YM]W9PU"51<71`GRP3R/N,\81(W-=E!(A[%-I=.0F9F:F2:RC#1J3I8X98 M2#O'8*"])RTNPQI]PVBL\1$73\5L&6-^`+,%/9ED;!`OA]$8]^9H8_9(6PKG[H\3AK&AN'Q]1^BTX^..2EO" M-&)C^_$3E>27%R!TB:6N6_0RSG=EEOE]MT M"[[5)1YW/:8\+,MCBUR/@9D2!6YJ"`Z(-<_UDV_!('51A.\,9"GLS"?R'>%* MX8?,+X-16-F]I+S`8.`(#LO,/:NF/S@Z&N#3^46S78VFJ-1 M<&%*R=:9KGP#9!TZ"`1Y^&E(R2JET,HJ/%:,.OBPI,+3'_^/F_B>^7[%+$7$ MNWR;NF#7#=<$0Q/UH:4-HOM4-,(;*F_I/:JZYR'&V:'8E%T$@/=]P8T2F#GD M4E1'+:*P1V:+#9>FXZ'CH-J!ZQR_J`U=?"`'K'G\TS_^9ZT;^DH;%SA1EMC. MGGC5DQE.U2YI](O:PT.:UF(VFX7TK-//&;WB^QR*?&T96)">!H8 M@WR,35F^Q9280+W3C0;PHTD1?TSLCU6>E2(L1K1UR8NIJ.?.IN^LAHL#CQ^- MV@4GBG'2QD""_'Q="R*=J\_"ORW@F2C)^( MP4II@+-T94Z]@$.L:=/01.S/W[2T<_'B>%JKCPIU(%,OL=<=7D93=)@.A$L! M4\VCL1>GE=`\N0:*A6::Q^U\\0W1#']9EM&P$,^J2`?\?G__C2F!>645!?D+ M%JDK^5!17N;"4&8W=4FST*5E38,&*KU11N7 MFC1;%%G$EFQ'873_2SI4IF5@,DOUZ=]KT;@.GAB!NZ6<^1F4[#(0_#W=BQFW MLD-;L9%BZ?6@B_ET>7[!]3!``C>]LD/0YC1:6E"LW>`+,\T@!9$#0E0EL3'2 M7!E`J!F:4MFS>Y&.W+?M:;R=!;C"RQZDTZ1[SX#<9!;D3NC0(UQNEO;]$A] M77X8HZ#,-`)\`0D_A8[N^HN<4_*C&U&(V&;[6AZ]1#`>'%GX3GA+K3/($K8; MF2F;QDOY"T'6V(@.15/!XOHP<;;+1'X@7VE#5%Y(2GV!!5`_GJ'Y%301LK:$(4U4SMO3N",NB8A MA?CH^K&Q-L4Y'/7Y+"FB#D?JT\'L,@D\`+#6NLA9$3DP2=\X7_O@H!:2[H&' M&N')M'@R!&NLP(FD9(.-6T[`#&J@/EX0'M([KKW4_SNH<(\D7DFIT7"$\`8E M.4J=)X;LA+7@%+!^NJX03P^S5Q.1-.TJ0>$'![\0.S68MSD(]5-5BL"`]@?= M1,+%B'8!5&FZ-%Z(&%>03P<=E-1&13"N;.,W5>!6H5C.+6U MK@%GS7J6,NU?[5LDT?1O8.'`\,)QCE*8K.&_D4DP6^/Z+/0BK4'B2-5SP]&0 MORZ'YVS8.=,U*QJ5Z!?-P*$U,>FQ5&'S"GHF1Y7(3@*^VAYR^VZ_]&0V7#S! M)MS?-B&4U#=)(E>.D6-C;+:&6_?A-J.?YM"^+/#QD,6U(04JU\A&"-L_62,D MTYP(1+9A=F2_O>QZ;^GU)":5?_S!L\J5IGO(G)+_E+.2 M/+;KW*WK:D?=JN135JI"0X9F;<4DOZ(?%]--G,Q":\GQDBDSCB5E4))A$?\A M8VH?L>O*Q7:DS)0=,40HYQ\/GK87FODW%>Z7L,B[$_$A8J0%Z_[/Y280XF?JOX M/6X)"HTV93AP"YV&6C0A6)G_6Y5OWU&$TJDS:KG?WS/3Y[R11.+IA@=C/Q!: MV?N`I#_!D1R=M]KT-SM_,BRY:PI*ET@U)Y+"*6\9 M6`<1;=+=4BO/!W'7"/GATJH,ZCHQ$?.4"%ZT.0,J/*"^I`.3:,4*'"QE_NA_ M2AG[8*$0EMP@]T@%,F`(_47\OVZ%3`#L.LJ6'-C")@H?A<_7066,#E=_&$>+ MT19VX/)'\^`QH4)G>6)AMNB ME!GZ#528#O)OY'Y`DU_:,Y.B>K@%7S?6S4%M8^'[TU1OZ(Y!*=M!IHO* MF>284P+6P\*BQM*M>4_A>'5XH3M.+6\#^O0:DE#1B"A89WZ"C+@K1C6LQ*4L MKDV(TA1Z1J7AO3>6TO5LGZ67F44J?.@TTCIX,!G[W09Q#%THJB0A** MO@1)KO>S49/,U"ZRY^X1VR9^!C5LLHS5`\,*[EZF7=E=#U5RL=%:;GL8!T!+5I;5D*7GAB7[S^Y'S#=GT-01:7RA7\-DDDU$).^0L9:)K*:X4T3=3-;21H[3-JHFT.VDOLSK M6FPD)RFM)XEH[[A8SI(L1>7H-KKP;!V(D-8])[A4JYD2@ZJK4SN63LZW&1+> MIE?M;G.5V\D7A;-%P-I9G(9B97$CA'C["^G2;:5I?3'$UA-'NM>;H4T>S-,7 MEBP+01\I9LYA9CAID1.7(D,7V`VLK+L:M(*SB+GZ@V13*:E\R:9Q7'>C5Z.1$:XWWO MIK@3V#Z=#V9,H!M@1TT'.M/$C;+:D!^#E^?E++Z/8G+0(2%8,?ZT>HSK/.I\ MRYGJ$T%-`T6&1S@B[D:"I3U&<+.$M6T]3,(22:.QN3+ET9$#=YE"_H#&>V3[6N(U.P MN54B@+5IN:--8(5'.\K&T6TFLVES:E-WO0-L]=5KND-!F^0QM%B)D4:3I2HS MC0*52FG:.3(J&Q^G4)WPAHA!"@.V**58=-^:*OR>80X3@G3DV/J#ML-0<`'IN?X5ME&T\*JO\CM MME.:38+Q)D>[5\C[*0J*1(:6"HJRNYQ!GB!72),+=C.1Z([G@A+ITY62SZ2H M`L-Y>]M:C=(SM8?X,S7W`LMZW1(U`1OZSZ%73)"UX72@UR17@@-6E6X@>!#B M,:#-`0:$3Y&5KN_5R&15K%H>R6HN?*F#QMAJOE1G+GNXMM"]`NMN3V4'U61D MBE#!(FH"J!E`]\TLC*"_B-7'\A(H8(2R^Z91SE%0IE8TTS8IK9G'JJ7GI!WT M1U2O+4T:3$)ZJOW#:;+U&T=97VL]^@V*9^%FK?W&7:\W"TD[_8"QRN`IT'(X MM>:%_2;'<4SL,=0-6\4W9LXL:;M__(UEMOERZ6?;.LA(NCMBYRCSUG_ZQ[\6 M$>KMPR8T*N+@?`=;3!D5,"1FQ?,E55+I<&5_^T`ZX,.L.B1FXG?WUO[QP:U[ MQ:^V0=3)\W`/6AT8`PM8]2B!]$D6.*Z$(LBTY43)"U5L;=RZB7!H=X M+*<(G&YB8%UET@^\?L9/;N7DKGB+CQ4G`IICQN*&@/M-/$SBFF78H(IUD"`D M`0`COP0E:4&I'WO8PNR],WFA@]2;8,!Q*]E1TW!!$(0(U]Y#8\XUS![?C:+N M^&^&(V$J]%?##1,;1[']!0!`FLJBJ(XX2W+6NA#J*)EUO@-DS8&04,)6LX)_ ME<["!\I&\.=7SXZ]V0:M5>EK,6'G4@0EG_R=#*'/<(H3H)#74HO^X[;8P*YH MGEH31SM%U+/6GX]?/S,!84J"NG3+:IY96GG-(#QY8R]]0`KG62PY!H<3?S\9 M(92PHK50\?6B1N@R2MOMPW*#4W,:M=M54'W&MM.WILA":=E0&5(ILN=V]@HX M<="@GB#'YY,^-)=+_JCX=CN2)QB0))L,8C:(X_&WIE=HJO=0(']657LXCP`995O!!Y MC$=GEMI:F00F*.`K',9V0T[DD+C7EP))0YAMKRPJDX8L_PPD)B(TQ$Q#M[FON`I MS4ZJXT$F6B^`1Z#/W-6NTEV`] M.@LE1E"V9R6B4]]`!`&2\$-P#F)N42^J=\0RP`%(N1A1!?,3%/?\IEY7T`*F MU.I%J`F11`@&JP'&O=;67)IH(VHT-BN9Y]2^*`N9<3?QE!J8NR03UZ\7Z[SC&3#%I0X]%"G-&8XB=>HHY<56M0)[=T1H3, M0P6`A#%2GZ596,L(I3C=3N4@>BUQH[4634>/#U,@N<"#"V=R:]CQUI@$-:@1 MK3.MMZ&F]=1U!-*\9JA1ZNP1&3=4Q`IA[,2I%@JRK_A%QUWET3A_>#$R@R/Q MFIM[F"]:://T3;5UU5&3U!LA;4D65G#O+!6225)FC1?56M1L17ME#LXFN>@! M@.'QS%^0P+!2G$R,(M&`,G@?I&W`A5`39K78LF20?*KN_!N2!T/8J'5'?.:B M&,MWC(.;8CD3%JZ@`;W^M%7@*LAOT:/&9[&'')#C`!V^CIY/R.D):ALWX8'> MLV%-"J-+Q&A601QO6V--IV0HCW@`.;TN$^3$W/#(1::-\16:K85Y-T38@;?< MB"(N)[(DUBSGUTQ)YCT#'A5#9@23/VRY@P;QA@AQ6"2NR0G=[TT.S$CO:6?\ MDM1#*(;-N<(%3'HL5V\>*!B;X?7942DU)X+YT&F)P"V"0<+MQS]#D^BHNN\D M:0&Q(P&E%+WS(L&E='DN&I@H9#84O"VP)53"#:%;S`TA7I6.UP`-CC'_''&F MVQ`0`YD5C2"=S'\ST3.TMYTMS+@=@HC9<0PP"RPM<2T[`+U0T%&\5QSMZ&:, M.8PCF1.2I9V#JV)HBFZ3T5P@,16^CPJPQMD<[;J21ZGWE);UL[RUG?3RIF_Z M"K^U;H&`AZ4W:W>P8(C2+F*6O$MSJ,*)2?GO1DG?ED!BV3$78$4?B[G#3]HZ M+HU1.+HA[*N737:*W\=C`WZJM7&)`_FU0R1L;-K;>G<5'85H2[V3IL&L1Y'& M9T@=,0J'1T<[VN``DFEB#$,V%@2/;1UV3D1%6-67;G*E M;>9N%I9VT];SX&]#;0/+$#B[Y/1QS,J<-+R*;<2#KE!,L1J&&DF3CG<][,Y7 MT+,A49C+&=2VC)D1UFUA$VFR'Y\%99Q'!IJ^R['O+&*/W:IB55V&A270\,@2 M[!.TFS-_#>X309W?,CA0`PKCC*YL4$/C M$8M8@8@=U%&>V6EDY9E=5V"*333G.-[N(/>!1ZN`"_QB, M`/#4K>`86M>-*;'&('=V>%G2(QF;_`0]$:D/,IVH*6',2^GC&4J`.$2[\E@G MWF6!%^4'-2W]TT*!=C+50=8`6=S/IMRJY.GY$AV$X`4*&"<*,HNW]8D,(PS@ M@3R/8=P&M M7]Y?W-QK/S_>Y/+Z<7&]NG0X6>5J*C;N M^^&8'KXGI5\\WMW;WGU@"7TN:,F^H*D/:OHY,]--\-V:,+QJ$]Y(D?5YT4#A&@\/ M_Y8JAT[H6)N:^@]C\Q$,P-$W;.DYKIE_X#[W':B2R5)5.&3(Z2E!*I8SRP.Y M:I9OV(-BK8X7U"L&AE"E/@)]K).//5O,21V* M^WY1!.J_:4UNLJ=F'YN.9D5*#A=KKGP*D%QL)D\Z&N0?`-KAD,,0K;BRL)G( M$('ES206B-D"VM/*_-"=0-WXDO.ZSI=A%;P>-T"FN1+[2-DX.B("S==LD.>9 M1L]CN`F4:P;/H7!B*W"T8N0,SS$.3IXX3S&R6/>22$P&-<*M MNZ?"Z4FV9MUOO*3#N/91>JVKX0H/[*(H3;ENP^;;^:IH7)EJBRL;,L4$&P]+ M^SIY<$UU9[N0%!T4$-0IOV#,;J:_UF""TI5K$ MJ6QJ-<-1'EM4^WV!0("1,0[S0,K<2#W`(R,TB<$0SIN"!$LAL0UOPI2M<-:!PZ41+$=!>]D,ERXZ(":? M(55S6EWILR-9(<#D4]\=AUQ*?WHN!\]0$9VAEZAG:5ZYAWJYRLNULCF132N; MNY*PO(E8YK*@2-S[Q`D@HV.T8IV6CF)#F5$2CM.$2%Z#Q._S@-U'`G1TU MJB&;\4ST156.%Q<#L__^DN'5*::OC7-M4MAC;117PLO82-T+8M!ENED"A5R. M!P26Z'8QL"1:JBNJAV@+T^)I4.]]$\%.`4%0%`KTKCW[SJ%@2/'*[G=X$(7P MQK=:ZV"Z]KU7^<@NC5.NXKD._NP^V/Z3J>=X>QNJG$M3,F)OX$F_<&?C1-]O M,^3P+UTY[/4#W4Z:NCA)7I,?TM=AGF&#_`%O9\*@)I6-L2=F!$Y44[.PM^F*^T"NKN'D#+4P[%ZB"Q(+!Y&=F'0D$7CF_)%XF1M#`2U'[&`(FA MUCC04#%T!PA&"6W<-3(?\&`_]V^YZ;=3G)CEX"`RJ2ZJS@(K?3@7U6Y'FW(/ M4FO.2A@A*%O`P%"3\<(O%"JL7A3/0W'-B;2#)@[X#))M:AAXY16H(]1%0W/# MB17WR3(_B;^EOE`F[&:\:H6,P'A"0N\@,[U#9<.GLUQGY3L1M$T5,4PSFQ.2 MP"7-[EQ"?',BWEPQGQ@+-6DW$^1Y%C@$@`R!- M28)"<%C:2'"[!3'N=#<-5I>SRO#0ZR-G1FE+([>YAN,K$2(VR#0:[>9H,%AN MW!7+0XJ#[>(+[X`Q>Q+S&9BI$#Z8#R)GW9*12U3I6/T>Z'%K'@U.(*/U`1I0 MS*YZQ($M(P*G4A^4-SACX=<-!H4H'@CB:7)E4`7F#4@-CA(6=3@-_O"?6[MN4$3J`D#A%@_D*<@A'^F!GKZ1U2`?KW+_[=:*B?+D^F8D& M-7.N8!U4WW!D;C#--G9!C'J`A'0`[I]'>XY\&,GA1(.I\J,T/7LE%Z;QZ^G<:VC<=D)GA[J,<`*!UG4YQ.$S'?F-<&N.G8@*!BZQ<\]N30AS$Z=)X53'.VU9 MS377/HWX'_7JIA/VHM8(#%80QG@#2^%NLIA@#8;7K1E0PZ35!%=/-ES5O*A\ M>Q:)NPTXC,VM";R`0/J[:.)&7Z)IO)8BG]ZLA51HYJ\K. M=2NG>`#)Z-"=M$"E:UNY9,$@36M;N%&^V;8YV$%^VI!:M@?=QJ5Q'F)"[7() M%E%T];(!4Q>'&&$]5:-I5@%(H9#P$3TVP1GR!XW-JMZ;[L*5L.0##YJS<D;'"#[AB23D-"2W6%\:.YN#@":4RF< MQ_`TQ[T`:V'.F@C;-&J-L0`0K$`B+)>E-\W.:;H$>),E$6ES(H)`?5R;MZ-M M\Q*PRZ0!$+>64!0K;'%Z#(ZBT#5`))477NOQFP`UUWLY!"9ZL$@((.5DB]R: M--Q"$&0S:*R82HMA@?LD^>SBQN8*[+7YN_4!O[X^KAS_;QZP$>T+^*"PAD+- MV&`!^_J"L4P2.?)QNG(ONXA/48T0%["%3X4F)D.$X=,7(Z!M=-8LODUM2Z>T M9R`_?)1Q7"Q^YQ+?E0.4*7; MR@*`$9RL'`OQ#&[63V$61#Q!(U=6NC1M4E.:E48>0Y8]["55 MDY7+Y)Z3)2&@(=XS#`\WWAF(M]Y?>]D*=NLS#+D-R+/]QMM-]@I1R.^9=W]W MM8)CVBB?(AUJ`AQ+S9N=`*OJT,YN3DB*26JD"8GTEY0UO@#X,Z(W"%>AMP^Z M?'TTHQQP&-9;C=6XP6_9RL2=%A/!5TDI6#%![T5=\@7H)$HI=5B;^#>$)>)B M,R7`9AU?\0=+(R;RCW`\"&/)@J*X&!I$HCSGQ+B^;\)H)S9SB=BR5>E>"U^+ MF&U+KUKS'F&?QTL>/(3>#\Q`'VA-EY3&X>!BM!J3FA5QH:ZXEL>Q+<8BV*P\ MT2AU(V+$@D5Y1IH5K6?]`&@`??_%?2DT7$HNK-=V:S\#G$WS$9-4Z#R+28<5 MV`;!^7V"S=GVT%7#4^]R1`78+3W0G)A&C6HR[UP(H#[-Q04HPC^VFI)93?,S M=8:(V`)2PMXGYG*(R>94"JT/">ZV+!B%%[7[U@M5O2QA-(.=WX>[=D,_CH(4 MN[*B5++4+2=GO3GH*364P21UGA;)4+H!9?;]C$5='.DBDK>6$)%JVX_QL2FY MKZ@VZ$/>;"J1_2/2*P&%J":@0%V47"%/6D3JFU/D(-/:=8R#AW[KP"GA%<^A M(2R-+M01`/X9[]@.?"YC9LII9;>G[':HW;JPA)X+&V=N(I0(M5HIG0@AI]F: MKHQLBMB8$;YXQ(UW:&XN[`Z.9JP9P*!98X9M!8WJ.Y82@&]_A0:,-_1MD,2D M>/N&[)"T"]?8P;,S#\Y^"^(V("@GY"!(;`P$\TW:$J+6*Z[(D;5%2`+\?2^; MI3(/PUHZ_%)/V*.QTR*BQ0BB?.`:,QVKR99@"WBS.:\1>:ZY7%3%YQUN%+\. M)'DQ3<\7*14HZH>!FB-NB&ZI6&3;OH043[9]M1R-S1LSG.1O6E><7=NA`QUP MXT9D^\"#^X\>;#0K"/TE'5">I>43(9$!L)OFXX@^U$=0Q:1JW9AFN/M-,/#; MW2Q*X+01LC^0A$3=&TW[*]'PI;*2^@BO\ET*Y1J;AZ1Q.T&Z<&:5X;U0:R25 M>)J!PU`'>V=6./P[=.*$8PI)2+&.7"Z#HW>6K&0&P4T2FB3+TL+HPP"LITUC M0"L5(NB\JD"K!&HE?@'RQQ\> MG]K^*`1Y:BEP^;>418G/$CMM$`0AY<1P.C_\V;CYA6:RE9J>W'9+F M&'N3+O?S`^F4@(*BQEFHKXCE^4J$AU/ZB)SB).4]<=/"W4OR=HF'"=^:1%4Z MZZ6'F"UJ\*JMW3TM^7(#>KX($]\C5F>RIA2O\>50K=LR9U:,CC#8RQRDTJUQ M\77CJ3@@)8VT!ZQ_./]D*^3A>\P46V8V!A(`%_^YKK:*!EK>$)+S"GNB(MZR_HS3_*G;"T72T5.`V9:5";L6O;/7C\ MLSXF]D-7ZZWI>('W/=F?OC;AF3#;1,@.@);D6JHP`>-*!0C_IBW3_F)R26RF M$?)EE6=:5(.+B1\4-AU1Z0MP\B*]W.HSG@J/-2TK^C90\X;XU@\M1K_4"W$D M]#Q1$+LK$2Y-F2!-3K`XR9J2(IIOZ)MX$8Y?V7<-T]Y@./%>9)$F^M7E&Z'. MZ9#9UW%T-81HK&:HXJ[:Z%XTKX#`E_J$SDL;M/__V#O7I;:R+,^_BL+!3,LQ MAD1@;&=='&%C4T6/*^TP9'5,=,P'`<*FC24&03I=G^8=>AX@GR4?99YD?O^U MUMYGGXN$,)8R*R>[.JJ,=+3/WFNO^]4>NK_@[K@P\ZXGB9$W*!(B=\;X:.*+ M,)5=JV.H8=ZUI71D$.OF(WO&,[PX*B=UW[T.86V2G)""/];IG@3FU/TW[Z9& MV6'XP_@B);YJ"Y)W"$QJA&L^#(N8E@0%EW";RN[:_8,I18L5S&[*C5\:N_3J MC(2*7:?&-7W\7IDJ);6+"R5XPHI00B]_:1P["> MM&C,85Q9X`;T['8&5[R"00CO7E7\C",SORE!SC>@7\GAK<`[Z(+<,U>QN:@3 M!0//!;2.0YA5FX7^;G3/2M"])2;B,OC=Z"9<(_WA&\MZGL&(B$:#_,M@!FL/ M'VU\NQPKK[OS_9+,[H??_E;,;BYD<[47$K$FM\45H$7P_';\A69O+(-T5L6] M/+*G,8^J3%G&2=:V5LL#EG8E:P]7RP7J?BR\+IXC6;.XDOHBOVEX'BPG)H=E M23?+H6P^I""R5G6I9%;I17K>9NO)H<>7`R1'>4I7Z9G%E>*:>=9-G:755JP.6&$#;_- MV,[2&,/JKKHN3#.W7L#8^,MDPJQ!7#'"EM="E1ZSV%3=J)F>[H?`[Z'\7Y70 MN$NBL&?FF8BL=I?0=]X:]A<'-*^=L+!J-!/F,>96C<=W$ZI5F3!4,N"GXZDRSY[WHI#*,V49?YXR?.19-RDQV,_2/*(N:22? MJ@Y:)8D4F+,`&Z45VT&K/FC=63C$&&\2WS9YT"2^XU* M`#Y,_:>`B08#4UHV!D:2J9V/F?-):V3$*G)GE+I*WQ/.F^LOREB%?I:R#%D] MN?N!$77[ZJ#GG;`\N1//\FLC\^L?'\3TS=Z; MX>45GNHI_?7)UWJ%`WZ6:]3RC0T/SBY!53UKZJ6I%ARHCB*"?:-QA-T<;G0%`C*B MA6<%'*EGH5?(II7D;6X",1=FZ,612F@56NHWKHLQ/RI@2N6L2AZ4@Y]I8PI' M\2MT*B4[YU^QN52LS+YL:GB\VHIN4KN1CA<:)))SK@F*O-/896KSZ`(Z,N,D ME8&8%TM!^UR+-DBLAF7QF*N`A,*,E!V4O.4UAY):K[]\OG_XXIDU1)>7T>Z@ MRN)M0-%SDV>=1V!*9<=LI6?S)&AC+3+4;^3O_4$Z.IX`Z_['D#0XXV[M@OC@!8,E30`H!1,$,J@4IVSGX@^Z)>34Y+6@2HQ0H"DMW+J\VBR7!R<+R-FY[$H2IX$9*V0 MCDDB>#3U47V,E=\!1MB>NIK[WP9_CW?8LQ<.GY,1NH!87N1XD[:KJTYM^`JY MT-(HEASHVH_ZOX(W12?&.B=QO%70/`L3%W*F83?XDEB/?B!OL"LC9=Y>);O( MPK>Y*%RJB9;ZI8*7245`>$@!<R'X'>LFY>(MZ?:LV,E MHU?="6Z"DEVB=E]_T,+=)[`,IEF8C5XA$9*TH6Z9%!1T\YY*I)R_?;^EC%)Y M!4[U"05KI.I,&,&W5CM;"2$DNH"O23 M3,Q16DVH=`W!#B?)[6HQ"4HG%/Y??O!O%D) MEMVA-R/L9>#_VM;6QLXO&;/JP&,9LQ`%3%,65"/5X.9\($P/\]"*O2S*;^E1IQ3M:/,)(S"_4I.(%1:R4GJ MKGI$LY]/2D3CZY)%%^<_$%)#YG.F6X^N33]`^9 M0#+PKIX>RF]O.5;^;1*)5T_7ZA_,EI$WW%YQ:?,$$\S^+GY<0YHR[:TTA3`N MT0!5;]=1KZ8'48JP5NLI=U([)Z:NM1'E_8CZ&E$?(@G]K4Z1A=9C.:>S'*+= M!`.ZRLPME:N8V^-NP31WBIWEU$(IL>.HJ>S M)'2"2!PVI]?T?>]4F&(GD@9&2S_9"&DW=>7/@5.\8^JZ9X/V17*MK6BWBO2A M>BOTFYF8FA-W&A^ELDN3PK0C.5S<,<`JQ?:R+HMBX=I4="``!-R9R0N[%]D0 M+.$MTO"LM.'NARHNU;S4@/,C;@9\%Z9)"[2%"5(::&UPZ.$";+89V6.E$H_' ML2I83"J0W6#UE#;;`*VK17S8\"<51)B)?S9%OZBRSD_Q;1*NB(:>>J,K1)^< MDUOG++VNXN#1AH0GG8&(Z.=4'[!BG:,R`9+Z#K+US^XCG7/"L9A(3JL,[=[HV.R@SA7D3%:Q1.&X MXC9/+PG`>-/V4:]OWRL;%%``[[/Q?1XQ7W#-;Y_<_9ZHZ->DDD!?'X-`?7SD MJDWS+9RD\5E\'%VJM1/+5]$$\%V^/03*V*(NMFIA4-JYA-MU#.63&J/ZQ^B2 M2OWDR7P%%9[W]O?W.0#YW&0K3UTGV%/-[]^M]AY4VLO!#L6\HI`_ZP7&BL4( MKO$NB8C'/5_7UZ1HA$V'R]=`E_GE\$38E,](/,2YSV\<=5OD^J"WMO5DXU'2 M="VD'X:M.5'NO4:`*JKSSE.Z[QG3(KOF\>R?',3L'='`LWJ)SLMHB7QO/MKF M6_AJ/,N"+MD[].M@7(,*B/G`\S@F!'4730EYF%TNXC6[]$$8]@[EF^B]P?&, M0.S?\W\P0=GE5,,A(24BO%A9T*)CV9#1"`T$<]"0;W/N3*]I@>U!U'A)^H'0 MX^,9%328#MJ/]1@5HL5SR:^"_N(MY;W`YH0YO9=.[1Z`R[][\?UW![VW5"MA M(TD\'Y`HK?B"MO?/P[,69UF'L-P602]`P2$Q(CKK8XTC/AS^,;#PEI1G\8VZ MLK!EL:P;:4Y%F3E=M\11292<4<8RT8K$U/:4,>*257$HIE.?H0EZV4DI?*7K MOIT,3SX-,0,@_(C.(RH"#K60-!NX*((P92OJ[>S*+S/5JFA\D>!4[=1O;XJ_^^R M%@G!K,1:[+J)[17;A(5N)=[1XLB5]S%GQ]+CZ[G,=C+0-K"\'I#5=[S14ZY, MXQM+FBEB0=(0--O/.I?"1C7(]MB:%R'1(D:OQ).[R1#YEFXO)_[FOA&K@E[8 M3&MY6L*5T$1O0+,`@NNU\XWB3)NW4W*0Y(SLJ2LY"^*XI7)Y?SG,SOS^>=K^ M[7G/2FMLP+]L30SQ#6T^`>A*GK+>!,#?,)3$LJ;\OCHFFS,L M6_S*[[!1G69SRD0XG2"49>7KCP/U?4#;/^X=5GZ7_6H/Z'U_&_ZX^_$Z8NBX6LH7(G,$"TNF3!I[Q//^$]<5B3*^/9>7LOY;%M//S!OL[<` M8&N7'U2DG13O"BD60,H]DO#(INGM6I+>\6=9<>,I]X$3I/#XS4.O.XH>=J"> M>)4VS;7@Q<'J,U^EM:_&"8Y.APBPGG`GU@^"&\,LA$.>3U3_;0U,QQP`1-"G M58^$_)5\.%;.+JE=:XTHGTR)AJ8)Z M_"$[UH=7^.%+I8QG5W;U2M2*A^-1C$_<.%?JMMX/GL^]FU/G8XF MOY9W#/76$M*3,8M\!@?G-E)+8[4MY3$G&4]I#&TMP3"8-7A9??ZN-!N[\.%B M'ADJY9LHWXL=(QQ'QBR%96VN5C,DA_,7/6RVY'-N,W?]>K;Y(M7J]*K(0L0L(ZY?X- M6L.!6+(I^2_?')AB#W/=]:98!U>3XP_%VDL4W\\96G3<8PO2\M.`#81)#L]( MNGU",+R7O$Y2<'S]\8@SL&.3+%XGX'N?:N^F`I!;8;GP10>KRJ>&=4+35#6` M.J>BE.:WK1V\HZ\W7IB8B"+/+UK&!F-E5QMVKIV@$PLL8`F2.^_!A)G46:!.FRPVV2D@,J:M` M5U>0B%L"(!IE8L"(6[``H2F!4Q:8GEK"+=>J0^?A#5K"U7WJ'>AKQ7=>G$,U)'-[MWN M-^HDW.29=V6-/-D92;+[TDS]SLS5TT0A*>Z4UP%YH0@W*;/-@!-;36-)3.=T M&*"5`\'8Z`7593XJQPA[A)**06A5(V<@`.>P)=%`\T@O\ M_?$:]I-R0TJ^I7Z]&G6A[:=_`Z=9YZ;D4#97P<^NS=X57Y%@:8!U:&-X.`6M MA73;Y`O@8A]K0,_IB/9YJKF]%(^W$!NU3TJ(/_$;X/F4I!,'`>_8EZ)U#@[V MF8YB_$IGH'NP:+(#[HF'!9IW\M2-WO.4'B#O0:II,JS1*^)X?BS#N+`L,:P] MM]V..AG#@_2C%B4$0!;`L,0F4UH@BLW3(Z%:G'H<*C,[`5\FIJFS97/ MUC:0-LK[%>R,^@;+S-=K&PVU[34VM#BQ+M>))-#T>/R5O<2UG:1+L@^-:U$1 M3`\5\[G1)90R^MQ+CRH^3?U!V6JRZ8"+O"VJP9/A)';`/^'5U*6FX:T!MQL/ MCN]F0G\ZE2C"*HSZ$B`"]B@XY4N"67/?E[SS0G*?=Q&R)U`/Y=@N$E19'+!` MS[@\\+6X\I*H<@9)[@%+VS7[,@:?.(8`7*`!-Y9@@:+A%4-U>%=.I>?GZDA[ M<`R7!DRQKNIQ7(1\G-!$UA%ED2%@SI]4*?P!':R8PUS-_O2CD#.& M%L&<.UZHB;@JC72&W?M\1EJJTKNCCD?L,"E.=3C`HADB]6']5'-4+/T5`+AO MS-6)O$;W2XL=2J%!=EDW@8RMQ0R.:J=)\D,UIK"+73FH\MOJ1VF])?-W%$-[ M--$TU)E'Z44_@KQ44BY"F2P/U'77=3>QR8^\/0-H=3GA:R13[^SD8@(8>VH@ MRGBNJ+/DH$>*Z]@B!4A&/RJ[#F(`R8;>#N+]9VR;]Q`Q5,<%EM]#,;;`]3A] MCGP5[`+[4.7%_6?<9PG#BLY,T(L*9AXM].WR1::=<-NN7@;LS,-[F"P6PT"Y M;+'+8"%AO45'0YOZQ;K!3!OBP>&OL*8TP6(4/-H!4O0)Q% M[F!%1=S)P(W#OT-;$>O%*PQN.6=>+=4.JQ59>+_B(0L",NMAY1K(E7&2E1<()WG290_S:=V MQWOQU7S[IP!BP"BO-%T(?EU,(W."OZ%>CWJ[P\MS;)*Z5$!1M1[=2=101QWS MT2!O.Z9A5VM3$MQ0+NE(%C2!S7@E<8'1CJ\PE"`*X"GB]O5=$S#YH@];Z_-) M+L[)=KFLVT*#C,M$YKAP3\2G3C;M!=W^RRJ01K%=GMB,+C:*NL(V7,EI_E2R M)&]!R4O6-UL67;`0$Y<,,T>=8X$F=_P*$EY+EDTN(O2.W3)+R#<8>0G6K*/4ALA=*+'0U$_1B$DH M26=R)P[Y&PEDTV&-K'!V6!LD&Z0C%18.=4'`[T0Z]LN:[M7D:\'N;`MU!3,E MX.OM<1/Z9\'5J+O+_,37^6W(_:,E0;"8]:UE#(E" MMNC*LWDMZB5T3'$_]^)VI@=,'UAG#O^W<8'L$^)!]]0T'&RSW0N=!1!)R5"$ M8$Z)#>>\2WH93F'!O\IP5:>B*,$HJ^R`LX60FP@RB>(%K4NL58"D">X!3'#\?'Z!(>!.<26V^5F/3+K[T; M5GO(?>LD65QV'HGEY1JU'_K8?80=A-"-&`67 MSPA212C"4P\XOH'Y\@,SXY%35-9QFUJW)VE)AGSB$_)YNZ>#M+%UN72) M:BA?)3NZ0?[\"L#>,YOJA%1DM=S"/P!G4Q&F&)PA;[D->S;S%>AR9.$D4)T; M:-'&W&-*;3.-[$0SFD,W\YTG$>C^F;AF\S:]PYGLU*:R2!$>JPC3O#(0W#%$ M"B;(Y06W;+BC;K]3$*<`6P))*"!I.36UJ=+1@@6TMSR=3F(0?[GK>C:C[L,JYHLQ)D1D!YH'2#QO-_LPW'^[],@^G;@G/D0'-&=HF M*45!-4[GG'3(".3@DAFYJHY@IV<_CD[6S8NO&:MV&]^)K2JP2SK`IBVMH!50 MIBNFPBQCHJ^I>Z5$-EZHA)&9#[@^/FG MP8ZUC]GI]46=W#X`VG%P*'1?!YX(Y@7*9!V2N&Z.+=)=OZF*)SJ',;FBEX#` MYKJK/VXBLKA8<#$+(09=I0(K5Z-`BH+G)C^@7;QY^G3-<8I6Z-I7L-V\VG_^ M^BT<6].3TBD,.>H9;=H:Q.]%S.N.&,8TG3E(D!`Z*XV_^`7L0GX6="WW%IG` MY%QV''/:%YLQT%3#8%V0.^A\6+")%@'/XN*:9J5Z(+L?MF[L^_8$-)L9\,;&_HU`!PL-S4+8J+2L%'+F18Y@T*#?(K,RL^!./LP*G& M1T260[^1W.PL8$>*%;::`(;[/TU-5&/^` M<@SX5-9DH6_$6.MU&/LV%YJ'-==;(;O`=%<3&;KSB;7M%?ZRXQFJ:X:]L=Z$V4(OK6#X M9+.\BI\[Q>H1>C.`P4QNJJ\B!HX.2C-6P-02!N8M,%U)3=*L1)H;Y`B"Z86B MJY-K7%%$=+%Z+]YS3V#3E?=O1(^1ULS=N\+I/QSV)$&%24MA^YLK+MD09`4+ M>0#.&'"]K'/MK';XA6'ID(X>$*LCKU#7$5C'-5F2[EG1>*3'U;EI#(7GXS=U MT\KKR:HI&(PD3RGY*.H=.?Q10B)PU;A/YCE"EEQ(ZI).*C_9UG@$7)+9RD42 MG*>CRUM4J0G1I6ZKBRO-B&T^.Y].2&2^JT8HKJ.IG\H!Z6`KIMK\ZY"NWY>? MP9W-;TT2%NK-YA/C[$DQJ&2+\S?AGSK*.+NO9."MM9N/Y/M@3;=]`;[YB'8K M:!UOU$TC[X$RS#@"W'6V&7%!I##2K!2P>-J-L>MN"_`TSG9$T'KR"6Z,B,>J MI*_ZZ-(8HZ-!6$.L#?;`E"LVS#K9?2(B%7:5B?QN,'6B45^KWL<6'R&.B$6I%'#T(8F8KG7T183 MW)!:>WQ,BV\XC<07T*LHFM='XI(%ZU^L+17Q]?3I#(XIK8:>-EH=.*1\=W'G(IE#)8 M<6&0*?J5X]6Z2&.[+XL1##966^@E'X3H?G8KVV7<(@;%[X5/11^Z[NB+J9 M^I;B!!'8$DLH(UL=82J-:,(?F[UV\G&*S'*4TQ+#^(C?EJ.+:%.$\2&BE*:B M.)K":-:=2`XM\2%9#,/\_L_T#D3E]<`;=@P;E\<5]8!W^]&+^&A^?70PI M`(BTB.&)QIP0*94G)^(VB1OD-Z=C6K(W*YOC&*]KR>]3:4*LH5B5I55JGE-D MX)2Q'T^0>!:E'_*XNN81G?P(3)CUE:*")0S1+CC'1&4<_^"IG%+(H)_WQ"W6 MO3\IFJSOZ6Q-AGIK1%JD8G]PU% M5?#AN:=!&*!60ACYMZ5OFQ\WT&LV.C0W%7O=;WYN9P2<8+3$%@A9WR(XKDDS MYJF,-9S&I-0%D9R0\GZL0C-VJV:ZZ:\*#G.H(&7<*"EV@C'O5H0Y

_A M3+1OGB>=LW70[]MH92`7*7<3IZ<)DMN-.TY'8P)+N2/K;?G?@E_IE/S@7"Y^G6UX+&QOV'4D)$N(1JQ=]_F/16C MS9.VQ#_E#85G4+&64K?*R5':2!NU&ZE.UGH\(Z>'M3R@;%=$V&\Y8(#H2D MHU]#HW"P-Y>3,?\F&L\7T^;SAZ,?KWK/*?_\T/OW9TQD#BQTX;N[M>[.50TW4Z_4/)Q<4G3]^N'G_#YS&+B[[NQ":WX_EG0@'!S^QP8P: MQ6;Q^J$U(GJ=TQ)?X3Y6P?H3.(.^K4]@,@9VE^[[KTK?T"" MJTVWZ2NUA:3'\125,WC/2]R6%DO?5]K(E"6F'S3?[GAT_\&]H#Z+G$B!1H@X MI*7[SU'_(VED>Y?_O)"=-7?P<;?U!9P6>A=\:S$;Z>EU"79-J3MB.`9@)Z%1 MP+NH(@B\>_;#59EL19.P,Q,#&9ERL`FEB_^'[J(^3A)#@0O$HX+RVH9S76D] M0\L]K3)2%3D@.E*_^FE$RG3J4H M_L$:G]_XTC_R&`W2F4/:>/,?!3B^LR]GO%_5`7I?3D%/REG5%,"2JBM_KYUK M^"DA*&R9?`UCW/]!!?D4]F:N8^#HP4\L+G+ULCT#![3H'BE>>F+&99I*$YF. MSFMFX511>7T+E$JJOB?/=&D).7]\E8=LA9!KM2;BKQ#08(;%F9BAYA!?G1+#Y+V M[KW(N;3L%2#\-?*;0I`\&>P@2!`QYU2]"82N-NX!G#WH9MI[F3)V>@?*QWXK M%:8/H%__P(@4]0C@QR>C'ZMOH69Q)08"'[^7].=[CB^%UWXK7J0],-6[$,N1 MM-O[4C&"1",BK/WK( M`XRC:R3*CYXYH1\AS%_O']A/M15D0(#`\%D@L*<$@G:Z4\Y;YH83RQ%M@V/2 M"2CFYKV^`4$3D\S#7,B3J?"_LHMFO->STA*CM0W<@E8+*D')T1&HNCF/Z;IC M)G+P"5)G%"#WA#GMJYYF!\L#&:3.^F[HM_HP.0;*)$:]NFM&%PA#E>4(``*BR] M,8_8.\1`U:[FI5#G;E@^!]='&&)G9'"`*ZSY%V80D]T(63^3RS&STJ$4,:O. M>.E"B&=Y".VDZ)0)RVT]UT6ATF![M]7V9",P6=KE@SD=]6]QY)PS#3WM'CXS MW1C1?D7G`C`'O!&@\$4F,%8)W:`5.P:67G?B)ZNS?M"1;DJ&@88KI.VI>A?S ME>D`&`LIX1O)5H(X"S`V6+W/'&'\RCR.CK3Z"XNR/K6)4T@5:R:5-W=:N(MC MDU9BQW%9,1\*9 MC%;%5HGN6F*KYYHR?WZ&08I:50B+"AZ"O]:KWT`H>:9Q"L<$[JM+?*%B#Y7@ MRTQ2EUA"N>M6_VC"S!5$+NX"=R3[MV2E:-Z^^-CBXCPRW;\K,8_R9)E/=V:SE^8;`'U]_:$M=_F\=' M@"+/;*3;E`^M8Y**RT[HV6"IILB$W,+5DQ&[%M^X-T_)1GW03*9/EM\+V5W# M/@IT=D7`,MGYN-@"9>?&48HMS$X^PZ64E2UG7+)ZWE%E8GEY(H.KB8;'!$UQ M;NNM(TZ2.]'.7M[H.W660N,(WE1L6*ZHFKAP!3<\3^N>!!8!!;VTF80YER/D M>%)-HTR;J/GWC@2VRL]ZY34"Q4:YW%M!5FWN*BA%;(.3&F=1F4UPF6PIX$N1 MA/#B)GZ)`55Z]<1OI(\F:)9H$0P;]4FZ97B".UP-.*]L>R-?TUL(%^3"=]D8S#/9=A9Y<'[=Z[Z!I:;'H4A][ M@\WU_VZBQ_IH%2C2NJAB:T0>E&KTCV538>&F-VR\$46%,ZI#O) MRT0Y_:8($K,XN(>V\!]F*#L*%=4ZJC'HXD'8,'A>SJ;2Z4#XPN\Y,+\GR=@S M#_W'+SF:@*L_.@]I5*2A?Z$]*IJ-*IGJ M66N`=`.8!Z022.OA@TOWDY@:^NQ@MX>!_D![1N./-0!X9<=S*',GV:G\:9VS M<1TSZ$2O+0X1O*!B*R!1I9XE[U52O+[F"8$M_M\&'J$#CL9L\7@4H16-[Q*3 M,T\^GDOU;_=8%R7`X3_,Q7!S&42+807[J1R';48$F8N1FG\IJ)=*0+=7#2:F MO\YR6M7Y6RD[V4L(&[-MX%?JWF785I%.\0RWU,!?0Q\A9.'/K.%9DV"30Y17 MS\`,@DR55RSL?45@)9;4ZU$QH`2B$(I>&L0F?F&K_:V<(]?'M*V3>2%2>1N) M_\^4L6!\;F9XQSK>PN]EP2NB52Z%'G/Y#H[8=Y9836,-ZU$\=X25-/E,J=J4 M>!P(BK`V=AGE4])7;!39`_['&QN4^;9&V6H)X./*)(Y3W1718F4`3>"8:B*` MO/"Q*J\_LE4(WI]@\R@`U*#"T/A!VK3E3N>#F3K`Z>2TUJ[%X7"4`3#; M6)35V9^R`16O.OM'@%/[`VN8OVITJ(J((WF@M)LTIF':$GGU6TF[,@>I15G% M+5-J<1<;?#S86E<1,GSNNPG!%AG91OMOF.SF4+<_GWO<96KEUNPT^*+_7)R1 MT^@$8JT/MS;3FD2Q@`2.8YO\B]*ZR[*]UQ6T&^O%3VU!+N$"JO7P;NO@.5^X M0`F_WJ!T)E18RQ+872Z@]$/`$`L>)UR"R'')(VZ/4)REVC"K#"^`4`Q4I:FE M_NH0)&(.]CKY>-T;Q/D=*%T[U@UK5NGMH2+0F)-QUV' M*:\N0O@G)R"SF@U4XBJ.D'A`Q=EU)K^`ID>F3NZ6WQ2.G>_MAFHO)GJ3%!A4 MZRI@,GMYR;-`,Q@[XA0TBY>0)^=*IK9;9QU.U27L"Q[@N?EN1)F?%4Y@9U-R M`_79NO=J:[#[Q`%(WQSR961:10*/!*SZFTM M[P&2>*\>EX@P3Y%_ZW35/+`TRWCK".05#\*[!\.]B"&+8;T)L]T?:*57T/R0 M'#B`Y.BNC(UT/JFO:BF=DA8^MQ#[D.VF;`[CH7JOP8DHM6/QC;D`0+!42ATX+?)U(QNIU-\R6MPYYQI$=77I/WB5C% MHX)=\,X@S'A#C5W8$E`#`#+E.G$[943)6(2X0]T+2(JJ`8`]:B1&W9Y6 M,I(I:7%_G"]1B&`;#LD\=\M6E_A^:$J6-55-*-3:?)3!FW!MN6SK<$ABMEI+ MN3/4(-*LOTKED@*EPDR.H?'R#E]''8X@VC=WX`/W[:<,*J-$+7<$OQ]]IJFC MT4`X3XT2+0L:2@E'"0=,60>;T]^JU"G+1S0T2<]G(=W;*S0O7 M\73:HHKV3]]GAK99.QKV MUE9ZO,'VQFJ+5NIXZGJBFW(%/9F,,1^BX3?W7VBZ+DA')W_(@,K1DS/X6?7^Z0O\R@DD5P?2C'`4X32TAU!-H54JT]1)]!IZG-3'UI@-Y-7 MC75W\[/=#D?*@W"7E'IX83;9M;K59&=UA:RRP+Q=H=DRN<60-&_YL55H8,7K M9L*P?W$'1I::%HSLR%N?QZ#F<8:NJ<4[&X^7(R*>AJ[%9A<`]9+TK8X3M]2J ME8RC:^I:2[G+K6\W'B[G,KOIHZ'Z+T&EZG[O`GK64N`[>+PL8ND^IS&3M:*9 MTZT5+#DY2M\2.G!T-5&MAJD@2U._.FCO\:.=A2X&'GXG/;00&,O2LGX-I_OJ MRE3'H1Y]NVI%8:;.M+4,G:GCR(]7C:0S3[R]L%XD-+]!*2*_H#5+?ON?2B=: ME@[T:%EL_6OH0"U]A<`P3N7$MO&P+<12;ZL7;FVMN&7*TMTSW3+V%]0E=E:J MJ_VZ?#,=;/?AYJHES=)<,+^&TZU".=C>_-6(RL&*E(-O?S4GCD3%!9PF7Z@< M;*U".2#%#&U?O?H)YWZQMV19FL'#C4?+8=)=FH&W*?!.+A9_5,[%%&>694M< MO;=H7M._+NO.LRU$`,W\$SG#ZH*5OVA2HQ@YIJ$W;;&`=<0TJF3U+!A=O:B^ MX(?-CPZKH'3SJ^Q#*YYYT'NEE*/FHT5.3/,K;?:U\*3YQ4NAS2X9-:V*^[<$ M_:IDK5V/X[9.^?-//_^4?=_4)+1>TEJ1[OS;N06Z3W!_<_]+E^X,G&ZUW MWF_"L;^U\6W[L\%&B.3ZJ6`?[V$'PLIOX8T MG8PL8G=WAN!M`H]KFQLK-W\D#$_/+LF^K`>&MDMXZZ%:;$=5A98I=ZMXQAXQ M'6NIAG"UVNJFA.AJG6E\\\[7T&%\J!7_0NMR^CLY7B6G%WK1+2F1`X0PN8'" M[W@`C"8"C"EES.S#65XUUQ%JO'Y))P\F^;5.WJUZ/BLJ\TS3LH!UL[!-G146 MJ"'L];]3U5=+RRA_[6J_HN*ME\SJD'3UM/[XOO=,Z;^R5O5Z9>_?JT9+C?9* MG=HU/M./=)*@D2.B!,HGA$7EA]5>ZT^4[7S:(R^3\@K'=KEA^:@?3;F&K:/U M[SU[O;M/W7D=?:H<+]/+1:\M51668K7GNZD'P*$:>R(HI"]6T\"FCH65EF#- M'1$FSR/UNQ0B'0^G6J#>7J[5VZ^F"#07[P\>/=EH2/&KI_U'VT_:VL+__=__ MI_7S)YLX7YN?=N%?W/5S;T/X-M>6>JEFZQS]QQT;Z#_:;"NTG16S>\JI++%U M]I9\\B;RD]8]S8/T42#:G^T,VDI3__%FA[+=?[*#&[:UPO;.1G@AJEM&S>^` M9'^'!5KZ9_\QU]-2\`XE'JV-:#8^F^2!T_DA!M')Y'#4US8/]1FPGT'W<@]%8;GYNO>Z8$9VMU]!?R]+\1RV_N\-!JPH-#'+:I MD8]Z_7Q,-A\<<6J[.2M[JY$99@U95!K2 M@K9&G#;A1%'8>M?G\<;`MS\`"MZ)" M&K[4NDGQXR\]A^L(5P*Z&E/ZSCI/J^95E!.>-T]MO-)V_FIRW/[:+[_S-D0S=WDZ%AF%'>4_/)!>1A MF3B>FF0=HSX>C:X^C:)(RJ;F!I"]00T9^U58E?R5,JLK. M5'7ATBL-(FX!49=&_23+"]9O>;YYJ)]_^B_-CQHWK9\*::F&%MG6MJ]5@VFV MT#61B?^^^1*N=[OUV7:':C)HBXR_Y[:VSU+GP]92N!,Z/FNI3CJ`MQIU!_B+ MU."R=9S^9@?'TZ^M)(8*71O&^;9RU'Q/%:6W"-9+J!VEP`]6T]R5''3'!ME7 M=#,Y]IN*;E[-9Y$OK5,EOKX_QJU@XW];OWK8*6%;L##^W_QQU9-/IVAC$$;H M#`]=D-*5-;"TV0-F/OL+;K!=;^D-6!ML/5IM=L*#I7@UU@:#S157:"S+0<-1 MME<\=%+<47KTJCUIP<=N0&EV=A=/VG(0[G<_H"I4SZYN'*+3G$%38VZ7(YH1 M*+2W/`;W<+6U<7F<=[>\Q#B97 M-6J+.V#28&-9%\L!PZNGV6I"*KQE)DOFR&7F"JI#:54<1R% M+1NDC(@TMMGY?'R'0-HL;>1U=J1_/*<5_P:3REO*-PXY.#!CC M[NMJ?5\IU:VO.FQ,/T#SC'U\JZ$B%-Y97+:MZ+D<`1T0:2Y8>^15U5&M!;E] M!G.-WYTI::BY1I_WM]U7V]^V;>Z]LQ\!T(RC/>PPV)ZT;11LI];+.N!7G*6U MWX>;[:WU'[8R66:;(P2\K070F-;RYD61P!9;-8/V)/DDSDK7D,SM"+*H2=K[ MR?F)N\(QB.5+\UW>H/C=DFVM/=G&-%Y.DEEWQK-(&/V%IL279T?7^+NK_K%\ M(U>$9MP8F!3[S"V?NR)6RX`(2FK0SPV0OK.*36NIXY&2Z=5?#3>,=;GPYKBR M+%1Y.J0=.W.W>0*444"?MB,4JN>Y#5Y&5:%::@(#5&6;B*DF9DKI[RD!%7K1 MY%5-@:3S#/.W]`-O<"C(XS/T@&1:+[O=;8%B29]3<:%Y,CYOXM9Y(48FI^X% M?&`>*F_[Q+":X;D[+Q-5V''D6+99'>M\K,DN.(O26=V))0SSKC:?.,8R<&0- M_K#:_)'?&O9_]6X+'>K'&JQMM4/`73N!<(6I1]%)S*F3K*>*B.L('/T&O=C* M&T'A$Q<6+P5WD9@KY?0X; M!RR,!YW[9-5HOR2_!E;9+NN\AA+P^VUK<SUI.? MED/#JU(EE[3[W[,V;^^ME3:*J`O.QDS#L1+D8&TR;:HN<>;7L'[JT4R07VF\ MYY7T9:!#2?&4A,#8UJF70+7#MWXYK[Q78W\/20-E/;I+?`O*;!<44/VIZ M#++9$/^M&2[+D>V_ M1\86C(PM,>@UV"2?;I7ZU7)0:6VPB?]SE>=8GIXX(/(U6.51&A&+2E@4(8M# M],@J45DM9>&QI/6I=UKVDTG9O($UMASH3+2#E7Y?#MP]A#6GC*=(<+ZA+#3Y M!KU0P+-D+=7W7SP;;U9B4/UW*;-ND5]69:(^@T_OD8GW+":2?7;EM(A&;+;S MZMZF3"@I3HOOND_/L59^>;76"^\=3+P%#\2))6#C<98R]DJ33^RVVL$*J@K# M]*[VO-C=)*UJ9@5J@C)5HRAR$TU6:T&'>L]6^(($V-8QOVQ+K658>K.YAPJ" M<_:YV0XI?=F6FL#NCAN(["JU8[;"(>W;.CR+*'U<.!UK;(Z["@Y)?A-M=J0[ M0LEKWWY;93[D',32F8??4E$SQJP?X:)+G9&M)8XZ<&NJX/'9!9F/M'/M40[>I%F(.MY8\]X' M>`M(%WP/AW(FE:9BU`%0U;.*,#`TAM!DLK(11JLEIU M&R1D#Q6#J`9/4DQ!2<^3J`T!!3!=7M_>4/ZE"9+*)$ MLG-#547PTD^[]>3F"SJQ MRSN1QXS[FWT6"E4UJEL,VYR<;W!\S@L4WJJ4EFJ%U8KH51_OGU"9NM4%;O^R M.M8A_*II5;;(LLN,%/H;FY+U]`L@/MFSJ^UW^E42S&Z%&E0Q+H>VZ?X?+HR2 MH3;4[TSHA?;]G=(2XKN;TS2[M?8W/ MXVAR>6E918A+:V@8Q;FT0HX9E?7ZQ)8&;Z\CF]ZG-_P;21S\\#5E@-*C6T^G MG!2V..LWG>?)#WN9U\SU7S%U:?V0WCC4>I%5LZYT^I[#KZ_D'TG[WIKRI@5& M_K%C\S-M/M*-]%:_JE:I]1Z=HWNJG!@5M<'4,%(O+-5HXN5C\D,>M4K]O$*B MM^?=J%OF0Q?8ZI!H0JUY_/KWLS6%?=6OA:HG'F-JWAESR3@"M9HJ0!P;.MI, M0P89:X3I#W9H8.MO6944?KBSVE"W:;K84^/5'C9=2II2&.;2#:!&F;U+ M2GRO+VV8J6M@PF._=X:DW7^`EQY'*_9NUO!0^\$%2V1+TQ=%>:M&":"F^<:.I^02K?N9E:<$_0PC5N/:4C,L@#&S(4EF5TS*`&6@6(SHR-#-.301%AXC0!4<^?)#>AUX8"/ M`>WN*\2"@H5T]B`J^E0J':[M,V;98NF=#B?[(;505OVILF4WKP?#D]Q*[>7XY&*R&`<^;`G:L+@-IT M"$0',>GXYY_^Z_#CQ1^I#I]<_HO?T-[9%1GASY\__V])!C@\E/Z-'DMJQ?O1 M.5D5?O&)2\@&T@AHO.'6:80(F/A'!6%SP#=`G(SJY+C%%WY]\>YR>#*B2X>V M6?V\/[T?+GM$U.ARRHL.>>`C@:6/D%_U8`^G_4(PG>?M[&!9)`ZOAAWWAD<3 M)H[K^-ZO[[RR(QRFD)&^M3](`QJ3(>3G+RZX\Z>XQ)^9*@NH27*6F"]R\DB-O?[.]W,KCQ5V\(J3 MOL7H5GO&K6]7G#^9G74VF1W.,.[103-'Y@T+UNB@DM0W"49/9'?6ZMPB>Y<4 M#RL'` MT45"7&8V=IO2'?X?7D8-DPT3]PB8IL0;9%:+"\4U+/1B*/Q.7I!?`-NKD.PJ M3EAW;+:=&%TZ9)*'[B`<'ZM%(NW-96A]0KTVA@B7F`!\:OQ&'C.M!W(7.MHM MI1@NW=7JD5\%.3K$,;QEI3%&J]24+)S)"YI8`N,@:.P#!,3.CD8A!=6T#EQ` MR'L&^OG9J1E:6KU09L?R(]\H78GF#]'!4Z>?8U8=DW(0RIH%X4VQ'1Z1BX15 MAXHLE1;5[/R,WLT/T+61[=(P$/]JSZ<+L^["1\/C#[TK=?14)9\&ENNK0M%_ MT/LXNGS'UC5%7DUJU<+9=(8A>Q=>LS;O].G=:F^HC=J\? M&(D;&,WW`B!K%@I&1.Y@6@.GAPAPB+Y[=TGG):Z$[0+H(:!<;O7+BMTJCL03 M,[OH/2U5P*_]O34,M#@M4"/]ZLS`($)075C"69X_O;:P@HT6.<6((9=-#5%) M:/Z`F"^:Y!XJK^::?F.NJH)Q.0$GDNZU>N+.L97"OK>]@I'UFQ+R$H!6'(P[ M5AH&.DG>#`:1&A\*,:U,5A6Q#\I-G2KTE:-`VD#\PBRJJ\GD0^_B7)$B+,+) M];OW`D_VO\S?K[O]LJK$>=7Y=*9K8_;!S>#BX`OBKB`"X_A(2UY`8KSO^MS- M9D!NQ5Q&J,.E>T967;R(X?NWX>7Q^Y]_VH+TG0'4[JL:/>*(;T_WTL,9'G*W M':DG7_/R#&[O03#[%E8P3V#`_L(S-?/.Y[FSQ)*3ABPJ(`:CLU2:^O6XVL"% M=L+QG7[]COF]?K!DAK6YXH8$GJ`7Y@>LZ=?H"MLO0VD+^2YO==GS5-5577HV M)__TS17&VG)CE@U.RJW?F^_^O"=X"OD+G8@L@.4Y/S,4%C!;P8[OT`4M)Q6Z M1E513=3*$A6Z-/9_]A!JQYD2B$D[V+&TR^B.N61,[<./A'A<[(Z4QM%T]7D' M'=#8VGCR_]@[M^6VKB1-OPK"H9Z@(D@6*5('5LTH@CJY6&-;:DDN1\?$7$`D M**$,`BR"L"Q?]3O,5=_I6?0H_23S_9GKM`^``)/8DE6*F*Z1P;W77H=<>?PS M\X\1$=W)$5%YI-G*#F*979-_"4?J%I+20AK4C>W&>PZ?>S,D?M%A,#-H@X$# MA*JVZ^8`NOYP`3C`;N8`JZF`X463#$D'15_O***YUW%*VN>HQNTD_T[@X]*M M;]PBYR0YSI.C'?=Z9KU3XVU&) MO^/)"`MX1<]CM#)RR&FIKT#GRSFGVYH(,?/%7OVXZS4W?C\Y\G4>2\USQ=VX ML9MC)4N-O_0^M,?SH0XY)U!8_TC.ZHY]O-'WLZ+/-FMAC=L,E. MUN"/+J@NC M=`MWJ8IA-)V7#F0V^$&F?6*M7K[18+\(V\(I^]W1@Z?/X^VJ>%:MU)_[N>KN MU>*[[BVU.(*]("D74N(T5]654A1"%:02+B4[W8>Y69BY9]]ZL,*6Z2LVOZ6_ M?1%&<\O>/@R@$CB3,<^K^X&,>I;`1+7T=IPCRK@"P<-H[CNVHL[B9>/DL^=H MO.:,Q86H*S/!7XXSMQZVB.>G:Z41SDG7I#M$]?6(:<(*HC8=6[B' MALX+)4JC<[8M8I(]\-%%YR3B%1`TH$'O8BZTUS\*9EQ(X`Y8PZ5TLU5UOXYK MZ5?`<<%CV;^X>)=!63J]^C83>M5/$=\7+YUHGRM7#V83K0`!%.6'.BUU9QRH[AYD@('3M*B&%N,:$:5O' M2M=]GJO9YX>7:SG.=2^RG6A-^W!=0NAI*PJREN7=N-=MOHS"_G/RA:(?UNL6 M6@VY=5#MT^/+BYW7N04Z@\;4K7=1U+Z_HP MYY^E>1;[O_2'(\^P5_^"@?Y37'CZ!E3`ELG?BN8?H&LI?RS@Q05,$VQ?SP)4 M`_,"YTXO"OF%KN\H-*\`83H?:N#C6/@^M+<\\CX)5)92;\!'`Z9T'(IMR6(Y M+)O#*E[V^,'1RT>'BI,)&C2<\))'"N0VM5+ZV?((N6\8'0/+8UD"P3;W(K1A MSH1+7@?)?&+VUF*S+K`EOL@ML&"*./PZCO?&_IT[V8I:Z@M79'&YFV(["[-A_P78NH&&WM+*^XU,[7Y@O8D9.X)R38HUU>OV.\EN M71L)[V[?N=7)"JJ4:[+(*9=#BRH()GF2M(:,O:2?PM;E9$O__QQ'T#KN]2>2 M0.@'TQEYH":M3<-@W=).H-[@\O,RQN03@?>8@"<.7LVWDXN?]>!Q_YSJCZ/L M8^Z/II/`(9;>YS@P0?0,E93O=/K&@[/T2<:M2IL#]Q>NXP0^)[516ZAS83-P M[K`/H/_)&4!/&P&#)3$817*"9_>L:,X3ZU7C41;">RU;U#44![I8RSHZ-O*-,YY2=_"Q M%4U*SH\:E9PYS)\_4S?@%QS##I=7XO:4&HM*UOA+F+N&(N\D6QG?9#L M`C#ZAU3[A"GL'NSM63"HSR`G`K`;J+]W/#N;X7E6EH*5;@JX9J8GKC'X5:4V MOHRS+&MW8(XH.V9"63*3%S*@3#D(Q2"T<=H"7[_8Y3K(>>].-_UY3OKO0OJ( M=+SHX(Z9$=N]IT55DP;#2E5BN0+0\.R8K=$P@5"RE2QZ2@IFDM-?NJO`Y.?) M\,3(Q9=?5)=I[&9D_S6W-9=:EW(M5/:)-!1=J75<&K'AI<9=VA+\ZJA5T#>,$%QJ M_*6/O]WON38KRHI-G@U'(W;V>A="/5%B1>]C.N'._\3G&(-!*"URS2Z:Q*2?N3_RE4H*SS:8, MUZ777\UL/.W_@C3G M*E.]]0*]M4\>7#@O_LVG*V,(,A6>KW$1']#\VNM2HF[L=PRK7I=@`PVW+E]G MG3,DOK-<7E6)MH(*(:N0!6M$`^L8;Y4)/*T`R(47?H<>*ADCCP/XP>-M[ M/@%D)K#X:1_N_B[`Q_7#GPQ1?GF?DF;=%O=C&RUE&P2+UAT5_WA^"*#M#^^I M4,H/@JV<]U%CS2JDMD%YH"$BA;?H.E34E;:,_N@'L:+.4H?%0J\2[KR&?D0K MK6]_-T/*NEC?]:@U*RUQK^L*+.NRK599=5-MZN)T.Z;>ZS?%UJF+KW)\K.R: MT]H^+H(O[S^AM@0MM%"3CS*"V^DF0E55SC\55RF>LGO]5ZIR2,W"Y3?\Q;U_ M2]7]_XE>0&?GH\F['F(`?=)[&AO\.6E]*KK+Q4()1&+/@5-'`#5RIZ(#N**/ M9"'RADA292B6J9@`7Z:`KX2._0EW&W757ML/:FLO5!C.S6,OLF.8V!)^$5\+ M(U+!=3#&P6H%.H#<4LA'&/9?6)0[3J6Y1075%-LM*;9>Z=_1SG/V4-C[#DR'E7X*&'?^0=F/BI5DKF^&N.)/K M`)(PG;S8D0I6GHYFQYP8?6:-A27]P(Y MIIM$5Z8YN#.LWJTBH#!'4<5Y+E?Z\^'T9S((QL!N1!>"Z5J=T&!EYJL&=9YX M"H_6>I(O7JZJ5*1:F.H$Y9SH"C)K6>+1M4X8C*P#4?R1&DZ(DO54?ANZ5)1, ME^N?LSX%LJ`WKDW80VT`V2(7)[F,E%^&4*)'8[V>#4\&9L`K]>T=8:A89-02 M!/P.AI;C,7$RI)3X_9$YR8>\F=-V[R%]/F2UPXV(=6!NZI\\,L8M'DMA^I+- M=7#Y[ISIHU+G-4UK&SH?&O.`*_=F0,D@KBX\A@6@@:JH4#D:_Q;T#OV=\]/% M5K:NZJGSK\NIF M0$MRTZ?1`$P.N'.&;9'W!S)2H5,X[_!T2/%43B]LDN7_<.+:/[:"O[3L'#_9 M_E9V3V3*K^+<2625YRZ^;MQJ(D."LFA%SDUY4K'Z$RW:AI<3ZR"!@SP(FI6< M/D_YBNY>L.Y^D5>$#!N_O92"1W!I@?W*1C#%8WX-T3-66L[M2R6+5X/COMC9 MVX$7L>,HJ5[55UV[\;DU*0N9NF-O:/%6HX7@F8^L2@T7CV.D>7JTA5HTGC_;$X^4O5>:E&^;5F92'%M48LY7[;2 MC(@>Q^RW])MVYD\FK6&SZ%Q>KEEY9*[H`4OQ'$;C[H4T+3B'A-Z`EE%L;2BN MR(#R<4J],?T(]2;7E@O,*R74:.G-,ZO7@(YY8'NVPAB[,W5(@K-**GF>%;=Y M3;2AN^=F3U+#!XTV7$\:6Y.'YIOC*4U M!.T;\!FFFZC(LB;CS35E23KJ/V!"VD91PM7S#FWF1>Q+QR`;X6*`SW,JS$34 MEEY*AL(F+?:B+FR:0-H>,:8@XSA,N$Z?/1Z_GHBEO>I/^2N:2M27/2U8?XI: MHS,="O97!D1Z83>PJ=J)].U`TU.)W^&8UF.V=[&6HXU*B^4<)*KRWODJVM'7 M\EIV,0T@`H^]AG9?+4KC9U5>R\R^."-C05&G_5ILX+)T["-6N?Y)NH>KC]0, M?$LZ.'K)6N,<-@<^6;HNW,3_6FR@A6$[VX/=K1X!0S["7"L]=*1NY>/GJ-MT M+'ZNJA91M$JJ:(2H!%9>7ZW>0.T+6<.X_FH#:0=_;^BLA?V5%0R6&A^!>)5H MCS$U"=4`F=;-7>J[BT*";>OZA)&_D.7_KU?=8;G+W4&^?%$U8BGBNBI10\3Y MX@?G7Y`]^,'ZZZ'PHMI%)XLL2]\41DEA`7RMJ%'4KKLJ317[&HSN6INCBKWC MYJ`\JV*N+;@#P-;RF!B*.!3[EKL[6I[2EDJW_>.O!37*0H17/4P8Q/R"&IY, MQ;$U*@#9.4:7;30%&4SPN(+]R MZ-)]:`K)RJT(SS6'%HDP[C/S-C9M/J[>QC?TV?CFING,Z,LCO(U$E!@%9IW\ M<.%N3\DRZOE,%0KU?V&#S"S&XV4(=#9F(#,"CNO0=*?7-R\:;N`0A-[N?8N/ MW(,,(7S97%6*\,C!%1S([O@J7&/NEHM^-JW1EJV$*H4264GB?>Y)C8[$=!8V M0M,+&>*G>AE1I^KG$LHDWS.T5+=4N*FY%+YK(["Y;0`M>+H6(EA7 MO>EV3<7V:2WKN'N[VZ0((O.1^02X-(9C47[1X%?*'$BY7\MVWKG=;6+.W-IIK5$\2YBZ0C-& M-O07/^^\<^F/6]]LAM^D$Y(;#EW56)3QH??)Q MKTN>(M=$J&5)7TGO);;KKH\OFY92^J0ND9R?SD_MDI?W\.KHI6651-ST46DO M'&/I%%*$')!;R--X'/,T:E!Z?R?Z/2[O/ZW$Q6$N"<@9$8E2AV$A96((38MC M`H-Z,#NFLSW=P9"L.(]YI9Y!8BBW&&%GIW6-HDMI"9QG9&\FU5K*(%A6R"D0 M>7R$";[)U117E9BJ^K,C>A0/6)&A(JF7#XI&2EA.IF1L%'DDM1U>J7FX]6?65?B8:6D:OKH+<1M-O5DAN26E^^0*JE:%J#WUQU`1+8DO5#\ZGI'%H7G%W;8* M2%1"DMGZ\MVYX,FC=Y%I"PGG.40&\2PJ_+!YN[=B37S[3"!7D("SLL>SRY``?/S0_"[)/EPY957 M<6&?:29F!$*%FFOI3_53T7?GT5AT4%+ZS4"25^#"U9:$G@F^B2;L1E:B/][E1/>%>SBBRS./.32T*8?"`Y+67,MB,EP*57:LE>=H;ICY'1\T.-(N%`U0&KG(#;,#5O@M\H5V;\?,OC MM*^)+E!`961,QI;2,_?[K5Q!%&<5TTY4`-+^1:J'!Y\'`E>=POIAE@$8G;Y9 M*,6>*1`AQJ=H.B0$-2'IC M.QK'6Z3-1;A[$N!,Y8_2TZYC.[JK!&:7!>-)$.CNZ7*FBA1KG&[SLIEVN(X# MI?7B[=QE<:DO<%NOC+E;ZD.K>O@H?X&CW$I M*+X616--`6._,0B3$/`B0.E3UWBY;^S>75>TN->\4+^Y?U.'=N%=U=NUB&B=BE/K0JW]G=W^[4=?*)B.V:JRZVLX2_ MV#&)$Z4M#;_#`:7C:3U0_QX4F5CR:G&`]^%W/QWBQZJ?,.GG_UW MWX4R$O7?GY#^_>']W_NCV:#^IV(^>&93'!HT:W0(%P&S^LM'E3SX9%;5'S.` MSH?W#\T!>%G_J^U+8S/".X?'QQ>SP]IZ":BX*H#RL MU`4XLF9M]2_G;TT_O!^.(2^`YO6'A#O_\/ZO'DBJ__&YL!&$A:9OAN<-LCD\ M4Y6>#^\GIQ_>"S3-O[A"&]_1)?QF?,5CVH>9((&K",8'=;C"%<@`#GE)]:?FK=!WUN8>NK/K5.MO^W39!Y2(.']Z'3WYXCTI2'S`> M,U%8@ZU_>*\-JC^5#LA`ZR\IO4%0JG%(/I;N@0BF1PQE&7+Q)2VFF-Y&L:#Z MY,+R3'+[%.I/Q,6U'B6\R2)O_T&\I_?8Z@C'"+96R$ MK++IS0_O__L__]^']S\,&GR^\F9]V%4&JNYN#V(-%*,@8MK.@ADU+G=!.GI' MXK$^(1.6EK+"4=?_*(8BH70$"ZO_K;F2^A-L4*]E?YZH)O-6_6'%WNN_J3Y, M_3?!`Y`J*\1_%>D9+R/-`GBF/[ND6R=]KJS!C4KD*E2V&=N$23_4CC*="XY$6E[D<&W>V[]57 MT-`:ZI&J^@L;=$6L_R;:[CDQPYB>I!)S"W;<2"D]2+0<9=:X2UD\*E56NAC$ M"!\W"?>HO.LY%[$MNL>5,V:+'A5UX:+25*%N!FR)+$F#-`[^.:.!TXAH.('I M`.(3Q/%XP,\@.>C+R`0NBE_*YT"&^4,Y4)SKC,6XO`IU4:JS.$.@5I MFNUP(#O?!!Z"U3?6+,Y$*:85JY\:/7*(8/(8\:,D(,C2R8"=`2M)@&>FVJR_ M"134]R@UL>ESRAP2D6XP(H[-ZY"I51B=EKPP5!Q,8YSJ;MA<..5B8GR32E+Z M'#%T(MWD<*@NW,7/V&^`(Q@+6+]5A$P=FX`3G%)<#<"*.I/I$]4#X6-8 M87K:"DOI@,(#II11]6]`TPEHPK^B&5))\F1"Y4"?#I,1L?-WPOX6VZ>\)19[K4 MX(P"4W=^[F9[G.I@_,OP8C+6:2D43R5>_I<8G=TU!PD"$\HE4AG-R)L/'@;3Q=+M)D?#H47^&:)4+-Z3J1%&`>OZ@T'%5R M50L$FY5 M5US4^7-FSMZ>]:G]"K%0EV^&DFA'D`5Y(:!3%4&#QT$$F:-&[%\N=A$OGQ6J MF*GY(I^(A%94%*:\L#,>*](8>1MT+9[A?Z+O*C7'/8-8R@&7$(X(3^,BCV'# MZ`EP+KHV/>'71/T(Y5/2I^"5/N&K+,)- M'H%W?BTM]G@/\]$"O*ZWSF@-2]UVQB7)>7+E"XM1ZONC3 M[]I4.?TM7\E"G7/5#ZXB-;!V9XR/90+?[GU']6@*\)MNQM?%E+@]_G*[D>8QA"2'M MBJ]&K,74NW!YRGLMG>E4^H3Y9Q,;^/!^I.VP"S1OZ^EHQ5>UCQ_>%]^T%QEN M_I$IV8&_Y]HD^1A@J'UI%:;M\\P0_B`]Y4):N^:I1H<2,[3?2_Q/-8VT0I,) MPKV_E12*\V#?F0KL`KNM4#S%06LK*[XMMT[EXRRVJCR+M>C]/*3+1Y118^WT MHY!R85]?]"7M5&65H>/#M/>/VQFYCMVR#8IBU-V<@C`AS MJQ-&\8Y*_*`$#G;J5F/$(A+=F)%_+<9M=>BA&[Y8$3"CW;O**`8I0#4FPZX]066D5(S>2L3PJR=<3N>IG!W&+ M%6\/K2GQ/<5=')E]5N8Y2R',0JS1C#0B** MS"2P6.#4<%UQ[Z0V?'&<\IH5LG8(I>WLFCBE7[?$;AI7:1$3:,0Y5J-([@G& M-+W0/E\R//RB!*Y80&JE5/(M.`ZJ)5X,^7'TCX+3H7Y[`X>/!'GLY?1HB/.X MM?ZK^2DT],6%)42*'WA)@*!3%6$=[Y@5]#Z,]<+3Y3FFT72FNEW2EXS7NA^S MW18O/$+Y+?,NDZ2")HPF7S"_I.@FQA6]Q[.I6>6M7FGSLD1'@K'WP#CE6&8= MYHXV-^SKT>056K9F(.)3' M]C521;DX"*2H1T1>7"P_F7T]2\+3^ES!21IXUWOV.IB0>2WS4$JY_Z"[.)_WCT(VG_@%!"Z:][]U8,F=( MGHP[0X@U9W_(`W4^:8Q1C=#,8>-F.LG.%44T';FMGA>+Y_@[*%BLQ7VY>G^> M7HTJ5YR_N7.0V'D%R:.3&N)A>WQ[>/B,HI6Q81ZT$J+1'YEN^\AR()E'#*:C M)%6\__+NHM71L:L>X)KOZWJ$KB0G%]K%*3@+;DBK3@;:L+]/9X3%B"6\(2YP4QQ(;_Z@ MP$'OD"H[!$[HV6;FMX60Z.:G8R+8@W00TSS&Y:,61.9S\-J/SN6)T?.^6LLR M?.%9'UB/5-C>>$!9/Z*`!*`+QF[K,II)HB-+FK!V'!B_#2ARD(1`Y*!"ZQD/ MWYBBG%.$H&0&-:204ZKX;RP`U7WDQ(,@#&Y'B/:S9N8%KS(`755OE6KF/8,CH&%;!8 MU6",,T(P#1JO^K4^-1:7WGOTXP\O>L^IY*(J*CSW@DPX19N%P?CC,*?E>=-+ M]K1QX)^N:@6W.M(*6IRL-W9O M;1]$3I26U-$E$JDGVPS>DK!ZQ"-HL3E4I-#%WZ8BAFAE6&MBHL89DW8@&?9\ MTC]YVZ<8$>0_B1D#D4=^B[B"T&F;B''"]3L/80J)(P<:IF;+PFI>#BF<.>(2Z7!)4>?X&WJ[>YL_6_SDYQZ7+F0 MM4O>L]6VXC/1$E!V.5O,Y*"\2(<;MZL-\,"W%]K]$V$XYE`$6H_WK8"_*5[2 MB.TGK4@#P,A>!1R$U*BHK476K$&$:##<,Y@GO#]#T]/>2V&EW3MS ME.>`\O5]_]>'?V^2;@6T@^1^-3#J7)(&%Q1R)T,JV;^J_'B.HL':/89ZI,3C M5$KT>X^D+]#:U8;HG-2E$2N='/_L))-#Q8H2$_W\/X<4-U18Z/_6'FB/C56& M#&08QYQOB;^$B7@[^?%,R`=I+U,\D$(`TDL,H(ZU`_+_G&JV*$PX3V'*GLX0 MTK#>28\=`AB,Q8UUC@\'8/Q.)T4:)#G]@J@4Q;EC2GL/<<+"N^PV]S;82SE%RQ^16S>OH=K6*A2P^VG( M_5^3`)X!\R:M07XMXY&1!FJ_.QE(<'1Z.[Z2POW_.?U-?.E_?7.=W39;><$+ MHCF(R_+V)Y;0\C>1A*LG-5HQ_4*LI.4E``1C2T&0P`W5O"D4;I`"5)&SJ051 MBG`/P4L)Y`<3@&*22(^(DAX+U>DY6LW?#?;JJ5I([X[I]7;G8EI[HKUNG,$T M;O]A[V_X[M`\G\5,"DM+J+V`T_#Z!&";3?HIY-RU\*N6Q>QN[G^&!_V@3@1? MX)FV]D9M-RMJ!-X[@N48HM$EV,O+F:P)]J![&]:GRE';+CM('C. ME<7A9T1>ZUC+_O;.ORTU[E7U^"!L&I>@MV$.&A-MC3]*AIFX,@-P7:>YMW][ M\^[MNYUL`^+`$G:"*:P8)U8<&(QW6\0,(%AU'B"K4WW3Y!$!K2$?`"ZX\_X8 M6[CH>LN?4^U^A8V6FO\BNZB%U&_L;M_JO5*>9BSU)._3@ORSJY()^U/4I:\N M7O5@I-'@X"OW07YFW>&,#)L7^H'!Q/Y";CSJF.>]FK8VS<<"G(O+R"'+LQF1+U`D MAAR)`X::TE]Q()9>:I$LGL\Q+_`9LO!"PCNE#T299Z"B--;C9R^*'E^7;R=; MYD4+Z;OAZ&N_]E(B5OJ`?S]\ACOS:G#Y5IEH?$CN!F-.,"5NAX>GX[_9IWGK MIH4$/KWR[L[,KRJ6IH.L;6O?,TO,Y8_`QR3C13$C7G)&^C;P3SC4LQJEJ()`%K)PBW[7N9B\R;G MCX-8KP`+HVW0B79]N_>@'U+SY*56B85$-?I$6)XORY00\V(6EI(M=3+&DZ_; M@W_'#K:3NQDC]J=_/.[5!5:LW2*4CM:[%;5EGB MG3N;^P>WEQ+P'.HU>)]Z99WXEZL% MCEOMM/N2BXBHA$R'\P89)=5`;,LED<=98)4%@S0Y*DX.=T%3@LU)9S<^'FZ- M,4#C5U,&F)X.Q:R0&6)#*%Z(8RF]#.$1/$O*-;$()^9;^F>&.^$A&T[X_:+W MUMAZR[BM8R+P/S:F],G:,WP-AND)=_[E;?QP"]:J;2R7;7MAZ7JTMTTO>N$M M?0"7O2""^5JQO"#'2N%AXDGP,IQ_?$#3U69HFB,B MM!(V5H.C*L_L!9U/,3BJ"Z-8LRF-PG(%,\OQP4=6X_=!DMTNMJCM8=E-D)3C MZO@<;D<[HK`F:=,&'(!ZB3'_6Z2=?P-&T9^ZV1'KJ!]=__ M^5_H&#ZOK-[NICEJ#NYTN)+KT0=: M'"NXJ/?V-^_>V^ER,1(LP<(SIFZZ>FFR@;]8:CZ+U+J6Q8EP/%?ZQ M--&6PV`!GT#AW.PA4-S?-,9LK;L^YNB5R6&!+'9]"OO=.CB;T,:),U.=0D#2 MQR2CH9^@ND5KGM]G\N_9DY>@K$E"QGMGA.\5R4PE1KO@2==KLFQ^-1#71H$: M;IF.BUSQ@*;7=Y@6U>=(B2'FN99[8UJB MU4`S5B<=O^*/D!.K6&RH>'3Y1L4S$%NG$K@V9*L_3^+9U&!I[C-P??A00K-[ M3JI:;2JK(L\N)DRK47'<507?D/SPC0_OVZO!V^,])JXC-T++9FC'F^E-#7?T(]( MO!7E:N=+G$I;+^ZR.*^NJO5DYQP=\!E^[(5B<[\E=\%:]F"WR_A4\+!_>2<; MSTS.CW0QL;+GW%WDY=/CRXEPO=(GC$E)M?2*VOSU!Q+,#?9K?[8"XY+QHT'T M<(@18DG_,E2YWK40!L9_I_=_WN78[A65%%K\[;DF7$A)B1+KI+>W>9O8]&V2 M^6QP"Z55-'BY\6_LW;J]G9::E!ZBI%>>44SFS#/"$7UO;W-W?W_AC/;O%6WX MKF-&,281,R?RA/;W"-[?W5DXG5L'.?5IN=G($XKRI[JV)LLQC$CD4%UIXW>I M('"@:0DQ:B?@J!19GPU/3LCVQ-I:!UUSH:[9EK_?JKLU=)V%`C\&>.5R._AD M(O]SN?)<9*MD7F&)T0JV+7+7;]^E[A57<4FK:,NX>SY7P5=W;V=S=O;>0+QW MX.\IH`MOV?E4EUBK!7M/[6M_3[E.HCWPXB4G:EG:#9<'*8O0;H M;]W"46\`)\%D*3%,%#>0DL5AK:IU9J>Q90+LI\!Z/81ST7G#C4.1UG-L@U`P M^Q'5_[QJX.]`=[U\XV6L@-4/T*UA:*@%=TVWG@!+"[`AX2P!PUR&^E;"+GEA MF1^W7VR'.$X.F1YCSABJQN^(4IY).H7KOJ)FVRD5:75#Y'H<\=M+N7YFX]#, MM?>`)D9`<>B52Y0QIRD6RZ54KCKPF"='G^_].W%1((:,I6!6SN1H^2,2@*GQ MI(+'PMNQDQ09MV)U:?YNMH:YFI_J%=:72I"89>;/6YZM['L'P`GOI^"M>(#P M1&R/E-LXID=*O5"(A%`\2O]4];WR[Q'/^4^WF=C<+R`0!'8C``O:`2+ZUCT4T>!R:0_4+(DII(]98 M>8OJ.%:'`,K%3>C=;@!\1(B=7M_;<;7L973=&[X/>S=73NW93^>SV`6 MG&#(8$VO\9&'M,Q*"J,K4L@\`K__F(T=UV'OBG4(G$OU'G.%X!'A/Z%^00J- M2VE&Q^L."-6"/\U"MJ0 M<$XF+=*:?P04PW&_N&3K*2Y+.H3='.J>;E7EP-32(3@/#`#A85-?.NUB%IXE MFX\T]//@7>+\UVI@<[@ M6R\WER9M?,OT$5$NYW1"UUS<8A4PX=V.4E[$*=?"^/>[8?M!(9)H-U@:;);0 M%O\4@U#3#O&'D>J4M;4OV`XP'7'Z%E4L9"MD@JG2NMT6FKE%M6/>E=CL_3Q6 ML2U,X41ZD$ON<>I"Y*WCM*_=W=%NV(3K+_\_'`B5Z[>!%$^=K8P`-A=6 M&=HX>'%QD?<8S>W$$8HPHYV$#'+74I_ZKC,@Z["4P[86>[B( ML^B\/`X?U5#CHI'+!8*U+Z:J*:F"'EH*O,T8=&"@(<&YE7>&4V[3\Z>B_W.N M@*QC9*8(#\,%IJ__BE)X[NV!@R8Z2?;0QX5*9/JD8UO,Y,V@/R)GAXKOZNEF M5HA"ZE(EI/T+&*JM;)@R;\PT>.79**5DQTHBB9)DM#""B^HT569X\8S_:26+I?CJA/P>8*;3AIM2)T:C"AL<-1 M+[2';*ZKNF]M+C$'3P8?FL66F9A8LM+U41)-@VZE56/WM(]UH]=<4(2:=9U, M7XPD':7!)7F835J952&':E*HI'KL<6T$63BZQ.I M@MC2KL1&7G?./:>EHW4K[)WH>]']6MZUGHSPM5#3G4ZHR4WPUTBV\\`PPA'2 MG$OU0Z7??T^;9.,V@AGW'L5]@-E?]!X[0.6B]ZV&Z/W41^I?F//"X2G?_A3D M[(\!DH7_T#5LPY1S&'LZ.CPRD)6=Q4Q`"N@M?"RDQ:(@TYA8@^NIP*/UV&.^ M0`(=E,<,?`A=Y\_SIEX,UE[*1@NSNT_,K\'06M\FGBC?<+TQD.OW;_4."_% M+*V?HND(G@DS0)7BV)';(II@8\H*U?H"9ZQR99:KV5O"JK]LST9=5=M1.\6P M6'W?(?Q!Y3%]Q=5DK]9HK3>"X0W%Y2K!4869OL%IBWMWMP,?+IZ_=7=[IT8*]S?`8C1&>!'TCH=< MM\8+^]LA=[$8^?;V0?VYH^BK:1WD[LYVHU74QMW;+3_N;`?\?/YW+C5W(TCU(!CRU)_.%-"TTBND#^]P.4U,J](_6-V MR<3Q0T=A2[)*C+#^],8N*).V'QLK/%1&CUQ[=.&:3*]^BK#?>W&MFQ6RH MI'C]0;C`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`J?I:&"&B(ECQ:[D)![?(7N_R*JSQ4F_NWD6`=[F8^KWFE+#0@G$$ MY$KY>2'NA9XR)E7S'6J4!<#2U0]761XS<#Z4X2#[_U7PFLAU%@/*8;@4*W&? MAZM;TH(R%O%D<"9<_3F@:=OMHBV`O+E4+P.*B,=;N8.*&2'ZLPUV[)'Z8MHV MW;,^$7*FZNXE\\'@$3%B!;M4^BT\HDVDQPLM,S0K>XV^)<^F%J%>%'$K*..E M?HDH'6$;O`#$5G2->&R,;=67-$UY4"2K&8-R?:/9B;\:7>UQ8O:=_IFP'AZI M_*JO4&)^YYO/B;^MA9_=/MCNMFF9B'$M*\&3U24KDX1IN;1U#N>9&*9CIOMG MB,+Z#:S<^.I-E"\U1WC+!U%M)\;7!K^2K:U8N6ZYDM'M5X0ALM#B9&O1;SM" MLK#3\E?CZ?^'\[[([G,`4;QR"588HOZO",0[KS-NR!Z*S],SLHCA&`"5^$1? MA>VVS&5MWF[XZM8K8HOBKP0VAH3C+?JF&>9#\B@@HY_.K%LNU3Q_%J]5-%)A M&U$/DD]RZ#P['%$J'3R6J^C%N+Z%,7U4XIA6,]+VI'Q9Y2213XS1'YTA"?V_ MPN9IOI5/N3[MDZ">E(,KA*?1N"4!!C%+K[AI"EM[JQ8*UN@(5K MM.`[*\J8W[/LKWIAQ:1$G,4@F!F30&,HF!0HAOA*A2(4#FOD._6 M^SV,7)A/06;*[*I"C4UP&L]JC!8K#29Z)#8*'2+!40 M:HZ5D#*"+`%#+^_/C2NZ11&)Z_+^DE19?^U9TNJ;%%Q]=C[]OF3!OV^_N)Y? M%.T+2*-6]%:S=ATV'^4^#CZ!SK">I=SK>"7Q4J*6ZHH7-D=1K#/KOKK+TLKS M+\^PXL"/Q#_8`',QXCE'PN73YWY#KCE.T,YZJ.AA+3?D M]BT:L'194N#3W9"T?UGVM5.0@!W/8N"A1*#4(8?MKTM6?0R8"5HC1S8K@0X% M..36GQP/#31B^/1F.$P$8;_RN*-Z+;.YJ2]0Q-D7GN5X%0OYX7T0RQ_>9TAJ M`VLC?$F><66'A,WI;3CDY&8#9_+8T/*(JZ7051L'^RTPG8.#)MH,:,I.$Z=S M6&KHF&JKP%(.6L`C^,[KNR=4X$[]QPP`4MN<8#-^-Q]8,W\#ZR-O'+1L"%9] M?0J_BQ8]C2H&N+"$S!E1!)5:Z`G%,X*=%**:#S]J$EYX-L33>%G2+L3P3>0U M%43#@P9LU>+/U3>N3@KY7`J,YB:@+/#2@][+_J]$)D6LS?(&%!!_::)B]_=:0'Y[MYN8I_H$J[2ZH6MUL^<8JB6FN7$#+,K-ZCPW MP+S%GQH3;=V/WN'%<"H_6%%2[C\&_8LE)G!#`,+Z]X&?SIT`-WBO>8-!VM5) M^_Z"G;G*A+G'U?GF'VJ[M=@P6<#L27ZWW@+KD=Y0Y+Z3_9I=S<%UXA4%S%=[ M^/3A4;S@?#R+U/N/TY(UO6JT-)ZAHF(2,^M3H;=W.SW:8I45"HX=Y73TQR%12YT% MB27&#AN#7^DCIYCDM,TW.?\*D5.%DY,D-:F3]'5,"*QVD(U41;QD%0\^5X9^A]:<-1/ M1=*:94C^JNC6$NZJ-"`=VRWFC\PKJ3JJ=0ITQI=].II)Q_.B*2@&6N!I?W@A MOR)EK9A`6):%C:W(D?426@]K45&XI6XOT[QZO'&S-S/]`,JK1LY+Q=NBYF&# MJ>`U.9F,)J_?66=N@TY!@M1+@&XX=QCQ[-BSOS)>J]AL/Z%>9<\Y0NWY@K-] M`9/W09<_88\60$L!5Q9.;ZF]75$<7/^9W?=B1HZ7\PA_"*/6B3*&0V@S2J1$ M8E!E9[U0,C<\(5[JVV&NY(BI:`&/)?68?U#7=XE;'VYJO)6ZX`#PF,YZ(J&; M>P=D2'7*JB5SUK68713E]2P&/'VU_HJ8*\@W>!;!P^@A.ONO6[IL7JNJZD`+R7D%J<;9[$O'"V"PCE\Q,$A&9'+ MY6VWS5T$B\AA+R\]4E5AUW$JXF)+C0O-7TF:KDL=%?>]W@7<#SZ]JIG7:'BF MFII695()H_^?O7--;NO(\OQ6$`YY1HH@:3[UF(IFA$Q)+E9;%DMD547%Q'P` M09!$"0)0!&")_:D7TA^\@EF$E](KF=__G,R\>1\@+T4"MFL%R_+KZA]KK>DN,0XY&U#0W-7$JVLB+ZML'72;CQ1)"BN'LNT4%,ZR* MYK1X,6S1QUNU$K3=C=V]K[_9V7A>VU?\)28^%D=H_"85=G0P,*5RT;>V-K9> M?/T-`8.=K[_!"_2T]LG-C1?/M)F]33WVM/;E9L;$J3KO-.U7BCG=)M2N+BC; M%C0ZDC2-)!Y/L5C#?PCR+NECT7,H7=M2OR0D/)6KR1QMA;)WU+)61B+[M55(8FOCA='O M+D1*PX,Z_?+`<_L)`G^ZL;==(?";:2X9NH55?14X8=V8EFZ\#$)YMO%L-9U> MET,I*]O^TDCE^<;V:B[@=TX\Q,"_NQQY8)7J7Y03E^T+']HEL=^0\8WK6<8` M&>2:@4.6=G#-R8STY/6H+W16J"[LMN*N]Y17>"_[H3>E^527,YYN=4SQ3B(L M5U'+64_R%\JA6_B.^:]2QV[AAK6%1[/835/&K9HR]`>W-K++<;,FN;Y<9<:Z MC\^8(XJC_@HCID_U42NDO"-/P_YIM>P]<1UWXJE&R5?D92>VT(K7T("43$;"P/H;9BNZMG7@? M>!GAN3//JK7-^6O+87'Z@OHX[LU4H7W5]P8K9IKT^U=J#]BU4\&)V)4U<8P@U;>]B[Z[M7J7 M?0ZI^Y&+8CR2!3[B#G"-TS?76CC#Y_T-$W9W0I4XNR+(23B?(,W7`#Z1#2Z1 M_J>TJHK5A;08NO+6E&=C`#4:SYB(?*W6ROWA^5IG.J`]T3GG&SJN2UD]H0B M;5(;!)\DR^-%VT20$+^CGC7P>+88$$#/TJ;3\*;&V_/H8^6FJZ03?1_PZR([ MH5GQRO+>`K.-#I,%Y1K$0V/_T+/H]C*S#?$6VDW:F2?>Q+D(#.9J3KT/(ZX2 M3A&'U.0-F'-'*/GL\J.LHQ>)8&+'`CY=Q%!'E`O;4R8OXU=1MM06RL*EBH`> M&ORI0H!-0$[7*;9W/>@/&1`QOX)]6'6+&I_ZG7WLSL!\FU08:G6-641W3PQ" MZR3=C^P.CM,Y'8M1P%YP(`_&XE+6XT"<`NK7D(;8Y9'X$VU\;7#%?#3XIP\) M$D;H(Y#6"?\T0`OGSOY!ER8V#D",HVFXCZ9P.Z]3ZW1H(!_Y$5$0ZM!KIT3X M(I;<4&@XR M&$WF,W`5&/)XQB:B,S$+;&?0K8%M7S=3Q`=T/:&&RCL;!R:06`UD$@/#:OIH ML8(HZXKN'--(37;)Q5;4U%>M+H1!.GY@4BX?C<\9"O%1XRKY@DSVG,YA@_%\ MQ8X2X`S-X&O%K"G:T&=)DOIBP_:S.I,XN&_'\$*>O(U62(#S^R/![6,-D0>" M4,T1M.)M0\(?*^OLAU<05_$5F$YX)?Z1L^B83BK:O89?"7;87P@!&JA`F_P: MXNI);[CZ@/"&BSOEZ\7!Z&S`:!"1;*[4\0&R`<[Z"-66^S%-QKMQP\.^-PP_ ME#9C[4RLN0&N[;2N=E':UK0L,'[X^_'KM7:P^!&(__1_?CY`]''0TR/R1%+#34 M:S!PGJE-"GL"LJS5+NZU__/_=5QM6&_+^J[<<<%FV5WT9I`.V%%>DB-AN!%- M<^)&I)X`7Q"J$?,BZFW\_)/)&.5G&[OO_-5R>AY_]"`+I%'Q3:OXU*C8(%:K9X6\``1UY M,+0"^3HF1]73.:?$2RIJM.W,)-*L!89^T\*AS2U'H!\Y^$[I3J"Y%FK;07'$ M-X//0(=PH?2;)NIK)KU0*F15W6:I"N#GME;0E8JK@@N.I^*`FO:@@\`OI`%! MH[):K/.2[J&!T+Y%'@^[UU,:B[NUIQ!$YSLE&%GS\V\\R]N)\`^&#;573.EX MF;J??2N5RHAVP?-O8>D7&D'Q+;88L#DN;/";7K//'(0Q@OW.'^F-TOF[:8/; M7W<.,3:QDCA%_ND##0*UMOP_P+EL@5>P+^R1OXVO4".+WR'?;EFVVYAFJ1E;WLR3\'I)E M1$F[P&@KL%I4[IGG0LBJH!:K$'9$9>16F=&`3:8-26EQ14,<%?8I\3.BY9VQ M':0!9(DPA\<&U4;[&E8^ZV.CFCH?=-")VAX9 M8_UQ/,0ZQ351U:3^6R9-Z$+>X5E^C>"!+#N[#=P]XJ!T*PUV5KI()ELT!5WR_IX MG-4K*'=_1/IW3TG?!:)PN7"I`595)5T&!6:@%`;OI.4CHVBO'"`8W@L8,HYW M)QP\PPW2FT4OH7W'G`[2>XT7!Q7^8_<#"3@&O?Q0PAVSWS[J+DE;=0P1`H#^ MHRDX88`,JC^2^!K52]4@G=/!&3,)/X2;9+@3!J.K:&-`<`7:1^O07Q?H9TJ1<18S_=KP MDY52\4FCC+]1]ZUJ&LW$\QZ&VWEM00`4E*0.AJ;AU1MG&_`:WD!M%(/(%,C0 MGQJE=6*UM:(H\S1EHL?:C#+RB)]L$&VO8.!V5::Q!K9AMHYS3>.)Y<^>P>"N MT-P]-[Y,N4;V3MM00)6.G;Q$_[:[2[<0<*`Y'T"&T;-$=@PR3D]ECB*;N&/Q MA09]J_$NHM@PMNJB(YD@;GM4('S[)349!,$<+]U'4N@%;60',Z2X,3QNYDOC MF-YZT<[X@\E:KO6`Y,,>`YYX90%BO,%A@E^/+K/3SCODW/IK),8K[`82!VT( M-^*Z[ZJN3;/ZX>#]Z\,WG7>O7QWX7WU`MZT>D,@574?]3[BZ) M[I2B5Z%S6>DU,NG,I@XZ#7"Z88M(3['FL\X%?B8.%E4E]PES!<(OM\W6^!%W MIC8V10/BLBQ-?4`L)CFM^2O?`VBJPM1Z`2+7[A`+.\M,\X(ZG>]63(*H3G"5 M0=TO7K`E70,S&"5Q%J==R9/>';!7^3NUF>(L:<.%PWH^ROQ1-G_Y'`%EJ13A4,Y]CMN;_\1P3. M!T/3QLP[@7+&Y]#YN$M&]@[G_C(N\3,'H]_OPDL(%\,WM6NY7B6!`V[H/-I* M``XGBE>TX?14PGCA7K@2>(T23MV>L+]UHI?FGW,043)?!"FJZ0WH[YRHJT5^H[?6&5)'<%95+"7BE5@(4R6DYL@G;.B0=G- MPAL,(4QIU:DRK(K(G@51(S$:W@O!B\?C]`-T>4*%&D$WOX*D>>94.&?QR9-2 M1UFS3#(X!-!8-VGZS/KE-&S:@\8Y*8LI69$7H1M9\;K)'N5=:0=QOLG?3I6",[L\N^I^0N'GED$LZ^&+JS\YK>(3P#%!I3MS\7.+5S.D M8VSO;+W9OKW)=+,(JS0:)(RPT]XY=FSUBB=*<\UHP"7AX^.3PS>UN%0P>\NX MY&XM79=B::,/LA&5DU(8/.$/F0H+N<#BG#OX+-FLGL]TRDR%=MY1?)3;"EXU M!:0RM)EV::QK1@>2+F2-Z1MN7A0RZU27+PH-!6AB_&?]N1=55ABB,G5T5+H)RJ(T=P_*S\N)DG#N!%Z#AS+$,NBFT*GU! M_@.XTWQH82X9G=$O40"@I,T&!=1>ST=2D?_MJ2W_XQO+W9_OE&BPQI5:?AYC:Q8V:06>8U.I#-R7"W>N<#YP# MO-_`RV]$G2R\[G,W+5:*D%2&!=X+Q5`]RHGP$^_*<#C%MD.JE](9HI%)>4Y! M-,A8Z*9\Q_<&>_/4F)7@37-QR$MS0A\$X\[/EUQU^W_V&/&1@N.F3[VT*$_G M;5=BPW/R#I.7T]8BAAP(ME9K=ERD7@6G<^;)/%3Z1?'R8?7M9F+(E_Q+;B:$ MY:H'BGL[K*T?TP?$IX]2WH"G&M1:>1U@RI&5Y[ M-1?OIOJ6G[-Q-^T7,9>O8=#W8]0U`AG#`1.LY!BI?N^]_(2O%W@6;WK8$*[Z MP`TF0/51/VAA*)@K[XW$PE^5_U!^_/\K*?7`4K^9F35+J<0LR^"?P>`B[ZO\ MTKQZ5"4/;2RQ6V;J38APJ[QOUHP9FE4<#^T=O-"*ODPV4J M!/H#O@JI$5;BH\1-#<0J=A$4#YGW6C379'/%H\8:ONU?#$:T5[](I=^HXPO' M;2.T,?I0[RT?ZK&:NCQ10`J/5]1]:E]XW\>4DL\#C[94!+PWM*H9=BZ5#MNH M^U:&0]RUH_. MO@&8))\(Z@G0U6_$@GD.$N%_>,*)&XU[W7ZE M!(R+0/P9D(C*&K&&?]@L(.PD)Q<(X;WN510`%YSFZ+4.#<951WSV0^ M"HMIZ\2X=4"CR!4Q%)1(O`3Z8'2L\E=>P&^/9P)W21]/1;J.Y/GF$<(2GMS- MIE*1A15N7(EP!2"HRY0_*Y*0#Q,SEG0`DCMKF5GF6DSY)_)2S`:SN3DM&E&V M%LQMQGB@Y0V[(WH;Q[2+XQMX)##.S/\H9M`,\@XY#QS'/%:"(,\38<:SB3X6 MYH`Y7D_$RP)Z%N\095>N(=?G*17NX17F0$,3_!U"4UT>G&UV/4$,@'R!W^ES M&4E-9]=\%\+!E=/[,!I_0KN]4,(%-#15KIV=BV4+SRN;C9ZJ@I2R)=W?(M<8 M:\A?-)U'!-%![?9+H$D.06[]CZ2P$S>S#:&7#Y2"93CF2&5KZN7L>UZMA)>% M,T!_P[$<%`.//$T3GO189+X;#"! M]3C!F_M1UQ//J+SX%)SPNS/PN,QA^&5>I#4;?^J2'>-+@0LHI^Y&M.(;SO0^ MH,SY'!<#J)=MDZMK!G-@?_@CG%P%L+@[P1>&*+W":'38^42)(X[!?-<7A![Q M,1*I"&GG?9)=J6B`+OGSQ4"^RR+_0$?GPN;$&A*W99N*,O&*`&?Q2T!4*I`S MH/!$ST:VD5_/E7K-$=J1,`7*D"?$C@UOH>8,DBE]`MM3[!\PY;=JOD37L.R& MA=\A&@ZDH:V`M-RT+E4%4A=CP8AT#JA(3V3!H^(NO8R,!UB/\^$'1DW9L+!J M8B$*J,$!,PQ(@-=K$.7EX-1BN19F\N?T;>,B@?YA"Y9%@(ZGS+)R\>9`^9_L M_*IS080-D"@^Q%4+%8*#N"4EO`OBQK'/S^4;8L788;`W_GB*R+%KA$.=O`3%8@=[U_]B0_NJX'+45Q6G7DUG/%GQ(?B.14@YGE]YX/KC[R^DG. MIP-P"@RT*TG4RNZ[O2OU_4[)&:DJ*%1C`.$4F8J4A72=]P(S#:3E#%Z7ZR05 M:O,6WW'@;4PJLR%^`"P[5<8+8CT7!)98L$.:S4LJT()/5\H^^+-T!P#I3J]0 M<1?KCX2MMC!I3U)=8ZH4M6"]2_GW68X(A%V!%WA*#"N!*O&H$H8FF0^?Z)Y9 M2(Y_";EJ;]C]^+?%CE.!RK4'\4C[TTVP/V%^43'*Z&@52J)DZ"W_AC0%/I-] M0B5]<%EX4!6;;[9\$R56Z4:;R%$D*7K2D(RQ9_AT$Y$94F61-@ZA.`QIW@3$ M3!#`!96IM5[+U,I+IE1=PJ52UFE=.%-Z5TE!+")\=ISL-P,L/3V!Y#HJK^F% MLIKR1\(IP"?=G^T;1I%H0:%$9W?Q,W*';'2^B]6F]!F=Z%K4Y2JQF2$IXZS/ M0@UZPCN%]^II9LY=+8\L9:*(M*.S,K"T_&49`%(*[=X0'.@/ED24(S'7&7Z! M6Z!%&E9<]-.<[:A/1!H"V$4=[CY:LJ5GNB(`<#QGT=*A!#1(Q#T-*1HLBJT6 MKEM`40PUB).07VHG4K:5",]L=[W,LOBS"ITT<#.+5\;T%D=ME;CU@4!,O7#V M@GS..526"V;:B3'<4+LNI0#ZW9&'X`E1\C^:^0!2^R)DH`K9$;8>%P8>O!8&E"A99 M$2:F<@/D99@2RH\^;]9CZV=]59B"SBP!\E@Z"):STL:`TJ79%OFAA`FE%@"H M?MBR,R[(4P'T0$+_6$1L0O_]#;3@[AR=TS_9M5ZW,Q(_T@67VQ"8%(F#3$I[ MC[L%@RW1(%G_#J]R#E-!OHZ:IORG3V;K5B^:GW32"&YY>TGR5Q-$D-).,U8K M0!XS\ZE(ABC9S*T<-B^3(5#U#BX6?A!STCYRATO.KZ+:P=^"N*9U-S-X03%G M0`R4%5^4T,Y940XS#HO+P^WAX`>RBLD)1?/@1.Y5B209C&.4[8E4J:#ERO($ M`2L.&VGLKF9](CGZ4FPWSI:UEQ=U)6!;=(>)>G/&NA\G56P98FPW=II;LA@# MJY:Q_:>KV?Z3M0Z];FHR=[E7L[.B[CI+NIJ]U6S_B1'[SME_NQ:Q(\UO2 MO<3>D\LE>*I63G*QBOZJ0$KF(8+A9;X@*8*6H%GQ+\D$D4ARMMFH!C9[4/5U M]Q/).U'+=9$DK#'HJA<+`8L@6<"QR;A"'[$<$#0I2_`W/0M9I,6KY0OF']4/ MD@(-\]1>VDJ9X*P(VOT3;V=SZW,O2\DW:B)17>FU5[,?IV+>Z@.O)$,7_VQ: MD0>8*V\V7\6!/).#4P8V8)X92+_%0CL?,""O>^W5W.5UI"1(N7>M1M=OF*(E ML!`F*'VXZX`YVLI26L1O+ZDG?C-X=#[9'J9\4_U<'>1I$$M&[U&(PTAA=6"N M`""[*^V6'^!Q4T_W8(IYLRJL++2L&(U>P,+L<-*,%HI16G9BD\=E6 M"/*;!DQD`G;-!92*ZB>3PX36%=J1-ZJ&^K@IXEQD*$"/)_9Z1:(8?G(H#<^_ M#,SMSSD>#PA_J4"=XU="IGCV0;4I[BVJ>KL6_2JC'M!RQ^NCK30JIQW# M^DWC8X7[_*;/DL@IYKN@KH^H"#FCF]Z2[V[13IEK-6@H MRN#U+0Z8Y'>L/FGF'YE%1*9`%^"%$UW%0_+411^HX9CY;=6^F]AXB8LTIS.6 MQTXS>->N:VK^6P=YD8(/!KWHK,.X(]323\TXDF6/%PM7%FU^LPF[)IXC(]>J MDM)[@@#]+-%&,!KGWK.J<$4F:C"9(FG?T:,1K$54+((EG67_+55>4O8:1M0< ML8?>U<"[)[ZZFE_4'[J99.0!]\1; MR]^O[<5;X-B..'#&)GUS#M81M!ARGE13PV7X@WSR; M73?P&LR'4?P=*JA^X9CFBFHW>:"J_2-5D5N03)F$^E/E\69JW=W<>OSAB<>; MRB\L)H88:NQV\K=["J9(JZ0^6YERBD#AE.!_A5":M]B&A"P5(D2K/`_"@QU] M4DJZQ,#CS$3H..>"AIKAR9`[%1TI&YW7:76QY?0:`GII46_&2SG$EJQ\ZK3LZ.)ZMA"J>_/P3=-&E/6GW(_YE=>^T M3.N4TIA2K;A>M;9-/2-B"7/.NRRG,=),`DK*KA`K]`0+S060\HLR-YV.U<(# MS/,B;-3B?$EV]RBM)`ZQ:%C7'<'[?&-O.0[(_;7E;)@>"T^7L^-FB69B8BF@ MW]I;\:C4J/$L*NA9SB03N9!:82Y<\CY>E:7M?B459H9FK&CO(YR0.!LTI9BX(R25\)5.FLRX#. MH[V-G95SDZ4\>8*^YWE6EE,>]I&K$(D<%$))7AM3PH.7["9F MG<87K-D=X#IG%5V":[`R@J3%-EB7UCD@[$>$AN[A^?NO70^I55S^3%^R]YB` MZOX-+.U]RI?(:OZF^N<*4/?UJC__S@?\-#U0!7(HLW0+\O%7KX^/CKZJ-EW8 M/[&BP:;]5S^A8]G&3[!O@DE<.Z,OU_1H9;EF//$S8I_C+%"2VY%Y,5N]*D1Y M-1_]_)-U^N]\2\XPH%9]'2T'*6?QNR$\\B)`OOP5ZT;HOQX>J0EA0`3F!=R^ MJL+A"?JOK)LKH"9_,O#B/<3LR3GS4ZAW#;\JW]XF0P&>)9I^:[N;FVOT#W+L6[(GP6!A MHEE.?-@;I1+A*JT)H0*GX1GST5C_-G<&"E%TG:%?,35CXG<)2'/51UJ6T^UX M#-PW;T'9B+'%+D;(I,R(R\8S=!QA,U"EXW@1 M!;93=:*BGNJJ9Y.^6-#+T*TXR,&-![.4J;34O(W?L'*_M;:UL[.VM_-BE>1R M,Q5H+F!^^UQET0W@]WL<_MM7S4DPOQMIE.IF;>":597EV,B[:T^?O5C;V5PE M&2WK),^W8`A[*[&8HVR4'&S%@.YH^>^M;>WMK#U]L=MJ<9C.?;PO\3!(M*HR M4+,,"?Q5A&?H:FE"D,"M2?]W938H;84++.;)Z M54J"%$J3D-7'NT&#<\%=VI1KP1ZG;P7=.U[=SB^BQ94TN"4%H)_]XB?[7:+> MWN]X7ZZ=5HA]7[:Q+.8G;\@J#K`<.;2UM[VVN_-\%0<(C/L!SG&7YJU;+[;7 MMC>?KO"`9FZV^MY-O/HN9]S>V5Q[\6(EYM'2I*\+NB;Q.]M_A]'/P`0R>4D: MTX"=F((\?XM>[[$@,)Z<`J@6^ M,1_M%.W:61?\:VD-OF6DE.ON#(SEU)^U6OZ`)GJ:AHCAPMEP,4WE63A/R'$200* M'U>DR!+,*EO(GCZBSSW>F[&\Y)O6GQGE;N M$B+ARO(#HA.>$`A;$7*"1[DCJ;I2W.XER>QJL$*#(+^EB#^S_:/BK`&,[PM_ MY[$Y2=OXWN73W/]>FR8SYZS3O(9Y=+]_?_P7?+YXCM<3QLAKN"B[H#4B-FOF MN.!CB\@0"\(]5G/>FH)VNG M.QKI_Q#^H?<-26.G:2.D^GFM4YA(!S,05^!+M@7'8$N2'G;JO\0&%"Y\3#G\ M:IYE-S2M!<'4_6W]7/A>ZL!17;299-.NBX.IJ86' M5NVBZ?@&]D`O#.0BPF()T]G#H):BP3BMD\.<7D=$:@;<9_%<@6`6KRO#*,OK MUL=31K<1ECVJ"Y3CX:.25T5VY.L6G=K2:J'V(!88Q?81@7OG]YBX@9,%H8W9 MI75G#),_A#O&('S$1"?!R:XMAY">="**0R\K+$:49TT%]62`97@I2MO8(TM2 M,2=(9`SLAGHHI<$*Q,;FC`A%TECT$XH$H$,'KSIH-.!,Z4+U92M]/(G*EJ&I M&LV@'X&.044BF5B/PNMR9MD*I\2\4N19.=.:/`5YBL!I+>8\W=+@G"D$69CD MN:?-9PR'OF%$&6T8%E<)LK$S:RA4URF`E)=L@GX,R_(F-V(LX3Q6OTD+&\1( MR(=.JBV])!V,3D4$`BV0*166-L"V]X1HZID"U?%;8\0QE_2N(3I'>NLJT$'4 MBJS/*"1!(L'E(PYM_^%Y6. M.6]/JL[O(C*W=#,12<=E.D^K_"^JN-'&#PW[50Q8,%?56'RYU2HFEYF=$).L M6AGY9H$4TV(K!H6U')0BKN:@9J`WITL%H[ZBL23E+Y-7)=4YBO),><[IQ%Q% MKE?F?T[D(X9-"X=069>ITU;:Z&'0J.5[AZ34/3''U5AU'D8_8&IXR;IN)FGY MQ5:3E\#>RYPE[N-021K:N[JRRF%3\[A0N*@&E;$EI![--Y,(1PEEIRK8+MM.O@)4AE(>I_NAY?&M_8+)J5OV M'(&-FJWB[ESKKQGVH`]]^19$K@R951]:;$AS0-6VY,H"YR2\TO."#?X^^4%(3.Q5ASI\T,/6-2.%C=O5;6GZQW-V6#"],& M;I0C)XZQM5T*42""T!0B:++X7D@Z9(]#AA%:_;5!5P7/-=>?[\E`8+$=#&!@ MJPHU/-[OG\OU875/>1[O*''Q;#JT`S=L0$O2-3EOSLG"7UE+W.CK1Y!$Q]!Q"$N<-+0PJZ,\4[Y-1I$A$G M(I9B8N2*A)6^N@`#`\M.AGGML9Q8Q4IO4QSQVW2O;4JND;T06E@IA!2(C62& MUQ)@M4^))@QKJ\&[V?Z!E?=;;R%A$^GC'J7)Y4OP1#4NZ[7GVH!=)8X\Y%0U M6K1CVK'/Z7(W75&M418.[:-!U??^%KOCOO0(4.<[Y>:OOU)8P^Q=FQE'/Z8K MKY.Y]?WWUL!!\#R`H2GD*]%\FG]YXYG9]1_;;",$\XN`G3MJYJ., M0Y74'CDW0<*A:8KPDB]`J@P:GO]+"-/+YQ[M;KR(Q6MB:B9P^)XH/OH3^.:I M"#-I76JK`%>N!3LBRS[O;+&JL5)GE+4GC2][D"QC,[P?XNV!K?&'*.UNIAK1 M;HV@["/0S]G&CY]L;S[WYR*/GFQN[E'#P!;E8D*S# MZVK^HWY*/&4C["5KQ#?[[\.6=)&LS.N,L*E9AR&DLS`9D0OTU+N9^2 MHFD]4^)-5<&W4$MIM6\XLC&.!])0VK#(Z@&^7&2V.N$-XC+K'/&@XO+Y0XC+ M=H=;AJA$/KKX?/2,:GCJ'.\N*N%01*&03+GA@1Z@S*A%%-1T%*&\U,Q;I'ZA M!WD!M`E*9?RZ\-_:WMB*>A%=2+8VBXXA]N2CYX7>5#FMU1P6RI.:(H5Z[`8; M%5'\F5P$#7M37#[9-_$4B]TMTS*)]('?2,P>0@*B]\?[]0W9.YXVK/'3ZL)BJD M-RO9.?2-RGVLMV6`!C,(:LH"##IZIGC!PVRH5W[ZX-_4Q\6O/0P2KB@"T]`U MI.()L-^RQP_KQSU*Y\F^].OI*"TM3\HS[Z=/$.*5FN%I80GO$9"\;H5O3?Z@ M6FL'.+Y\2OH%4(^_6 M=9(U*7/(LZV*LTJO7I#P)L"JZX)ZO"H4%3`G+57)=O/C>YYHTW5Y#_38.]@H M+FW/XO79IN(,T(^#,V^..27EKHO7-[0_X*3,!M55<^P,)K%P7?X#O!"D?GE MW_,/`5KJZ[.T1SWPQ5ER%91K%KB9HI_OY$8O8R'R;W`S5H3V;/_8_!GOFINT MU)R)K\--H`0HX7BA%_%=$19IY='[3D[*NELN?JZ:K;K_^,7FSMJSO5!#5-`O M5J5:+T`.((]S_?J[S_?6MO;]"WLS3[009!X=F05JC3U$ MDEDET:5Y\VIU%VCE^;:Z5A:=RL^488K%%\C;)3,?O:0(;-24<<)=\G(PNC?1-%+I\XJGP:%D>R*@U#6ZH0J3%0LW7J4GC,7N6ZD: M-ZDP)WC:IIT?^I\Z[\<4L:A<_ISY\YP9$?%O7VUE]?/[](;8?K;V=/-9JZ_" M#NZE&DZ5ZN<=;EI][^%.N;WSG%+#7V6->.#YPJKH!\EUE<44<`)S=G.4U/@0 M>EB@!(1OP"UJZ%[V-!<$TV1SKO32&%RSVF9O*RX.Q3Y?[50DL;'5WN"J>W\V MF_PY-2U(1!$I90%LX_`I>JE8*2H:!H#\']U3Y2N4=95;I4^]YWY)&^ED(MEO MJ!#TY006F1ZC*M/O=H[\7&\Z?KCYYM;6R'VNOB:X^>[6X\ M?;'NX:3:F\2;GN[RH\).]1^?;VSRX];FLXVM($[BNC?P,'.G?4EDL7P#F>91 ML##SD_D^V8'^9U'!WT,)FD=;JVUV^X`.WI7":6LCZ'FWW,M]%8XLP-ODN"WC MD!R:ORT)N;NQ'3W`K:[OGN!&8.^\K>0V_**M^NN+&Y!5/6-X% M%P].J2T^U[PHZI+#N\R^8F"E%2(]&`8_6ZW`B]GM3/>'66C;RO.FKEF$B=T/LS(5,P@\_I;EFY[$< M\D-\&!B+1<;FDR7V6MU:H[CNU]!K%?[BZ37WQN^&X-C.WHNU%T]7HY,$)T@< M%_5CWEXU=(B+G5QPE5A^4TRO=`Q?!@#DYVJU[CTE4!-E+I8Y3E?&#UG*_':/H#6WW#A>_ACHYM@R4;@@_B]&H[P]-D:;99:4<,]N69L?%8* MQ^=Z=7-23*NMW9%05R4HEH-U"KZT@LI]+VQ9.,J0T$F*YEB3'#6=VRQ6PK2 ME,&(+64Y+$,=F7]W>[3&F]$U1,V;U,A%AM?697=O3Y516=__7Q,/PO*BR$=$,#R MU-!A#?TM:^J*/$--#15]V5^]C!T`II=`%,DHX_P:-$ES-PBRU1W?D<_->1&4(2/Y<2'P-X:^$ M?%:2I1(#)9E8KSAEVH6*,J=VU9%2I%D5?6<$^L M_.S&>PYZ@%0$.E+^N MX)'I.[-^[W(T'HXOKL5#45$02ZFO!'J)7+\:U2RYI0Z"PC_:2M+0K]019*/S MGMU89JFZD?#>`J1\['.:4C*?RON*/STA'9G3M4*C.S**1SN;1;U*JP_#-`J-N^37?K% MR5\O>Y\'S"/+9U$Z-=QNK)4.S2"L-$G%N3`:Y(NU3R+_`,,+K(@0=J81(1L6[L M3JKZU:K6"B;X%HEK-J*HUYU@HV.-Z+NDX/4P12\8-CCIG@;+'9$ET:EFTV:8 M7`S'IPC"*0T$7%QZQ,1>F^/.1^.;;G2XN9?S"_Y;=X<9QR((4(2?!@PB MXQWE4O'K^CB@]LG'%W@,I)AXV?],AVR!.^:#Y(W)PM5R-?)?:SNOYS(X4<'] MGDSC<=2Q6_H!3>?C*?I/<4^?\8V<<5%"FVAAZM\5C&U&S2RS?^MNT4A0)@9B MS<:EL=12R-RZ'*P$3ZP^/J-:%%6Z83,YP#(.SN=$#0$\'B[@;="N0/A./&%. M"9?UTU(2D)P"^`EV-XJYU:E;A7^//>"S\PXA=LG6CJN;VNV(1B=LX'.<0M`* M8G=56K>?KC+!SL.RQ84$MA:*H:XG5CO6/?L').J61!@MWRMZ.M&4=^Z-5LZ' M(6$9:!NGU2LP1A;]!RUB.I_&5Q_N3`!,BA4A4CY?8Y@C-XN+W9M+,0@!;BL< M)DW"(*GZBGCJ%5Y9!LA"_2/&>)@]'1A4\+B:10*S@&\C,\(JUI`2C[4;Y<<] MXU/3D@Q__-7!\<%73PRF&&-IT3#JA5((U>:IA3XX7GB+J4XM3+++_G!"6>+T M@['`41]/S=6'?*OG\Y&5Q2-13N!`Q>&S2B--0H&]A1Z4SK$@`7%(9..[WFSL M[&UKU[Z2]B>61KW2Y4PV8$:$Q4?F*>!LS?5$)HXK/GM9K<@AC_G'4*BT+$_< MRAB66^Y9/S_S49?$4(2[@=D$"&S&FR=&W4Q744*]9D$A^?2@**+;/E27+!L5 M(7][.ZPHGZ*DI2R#YZW*&YDF4JIY(\`(G,(17<0A_,^)QEQW-J`I40"EJFB& MH0KJ-^]G#M,W7%#^B6I@BQ;2=1H&0]6TN21Y:LSRTR*G'.&D=JD(3-/\5!B=/$?41AFV!+%LK!F MMA05XZA[[=I*U/"XMY)J%[JWWJ#;/=K=3)4.7ZBS;&VMP$!?:3#DC-[@P[&' M((27$?O2Y9;X:J:!&4(WZ%L!7;/WS2`8FF>;]X6KD->(7&G9@1>TNCPI=*5# M*PLW!0Y4>MO]?/!7P\28E[X*;?WY*K7U(@G`[!,XB7A/@I[16O&?A>:Z/$H[ M#`UDFMC?CJ%_XFZRY^`=:;V5E`Q$HV5FYK\ M'@#Y/0!"-X[E!4!.K+8Z=$?*W*J%W"I\MNXZ$'\$=:-R=KM>MA22W:)!"NU* MANC(K=9'ZMXG;M2D3RXH%CM0#^^KBVL<3=%+_K9P6WU'RYA)X&*M0D>OZ*$; M7-O!15$R[I?C79X./J\"JAY#.E4#+2(Y4GX4T4&%;`H7^:Q%E.?.G[H,L+VZ M_ODGM'5L-NGL\@VT`?SC__[/_SHX>/N=S?G%1$I!IQC9D/J:HAO"<3J\1_\? M=1KTG1Z/&-W`$C;G&QV7;N[Z8W!%YX][TVR;E/GC8#R?8F7%H_$T]3387A,S MOM";#[]]JQR0.*2S M=A(I<=D4TXD&A!-(RZ,WZ9+<=RPCV%ZU_#\255#IU7@/D$J_G=)D'6%=MJVW M3-/7M\H3#97F,J356AH-W&B9$X2!E1"!YN/`Q>$ M[A+<(^G>`'/?X'5GVL-O++#KLTG,2^O4,''YK_.V(NEN9`#HZZ5H2B=>P_]B M&NZ3GW\Z'-%HA-TG3A-`!$58HG*.8X,15Z>D-WW0:K0G,[;E$7%`!980+6$Q M4IX"HFO7@Q$I;(3X;/2(3W`V.$J#O)%^Z%P/[0O1U,U`$7!MB2 MW)WM!4YJH6#[@^T&N(0F*T:=7*!AG4`EDU5HS)9T#K8E&+V2!_\O$W[L1PRZ M%3RG\^$']4P[&TQ[-!\GV]O>-_DH\/5(?K8XBUG)A#S==^%M7W0&&S(I:BCM M*U)M"^PI$,7S%=7.'I>42O5LM#RIM1CV@E?*QP]X:F$SHP*A4)A$Y19WZ+P8 MQ9(/?X5C"=H^8]N#X<0$&!L[/O.4,RT3YTY;@!Q;2=-T0)R^+20(7H;!(H M3805,(S0GX(`.$M)P[!4C%F_^[$IW"M:U[`5\[PB[KGL&SR!238^($`?[:Q6 MWSPI28L@XWXM0=Z7Y]"$2R[K0[P,@*\ZA@"_B-P*_B`&:LXP&_EE(C-&69-[ MS+)3P$RF+\84&#@'/-[T45C3=5LE':HQY%D"72(4\7+JQHGOT.Y?\+%>4 MU2U<(]$P(Q#B+/H)D4/XP6(3/8:D2,))[46CE"Z!!TN\V:LI%)H03S_OTRWP ME_)P;:?&\ZVP`VC=QT!;DH=K>Z4>+K_51\D;]2^?"^L1-Z&RVW&5;/N:;\+4 MFA@A0E']R#P@BP);4D.0^&AA&(E18OQ"_HF]E;9MC(HE\NXV<_#0U1GQ!W2: M;Z/M_5:*HII4.[%&#?5&E:;(2M$PS&5K-%--N5T%*W&5)EKJQE7+.:NW@5!. M!LQY^1CR?@^2&ZD]26+^!KC"/H?W1]UY0O$1MY2*D^AJ5JBAVI(ZS$=KK7Q>)K/(B1:L$\R`M1UKM36LAAUQ+9X?(1[DK9!AH MI92"@&U2MJ\*+?)C:+/2:;^A;F% M;.)XAD4GAPG.@.)+5D@22VS;TA M=P/)JDAU7C]-B<0)#F5WA+5687\)FL5B'ATM6?0$^X,YELR)5D2"1T>&W$Z%IT5H MU+<7Q$B7KPO?S@1_*=UJI;;(DE2KE9[!>&4KX7'7Y-\"3ULM?T\U]U]>(VP% MQ#O>D;3,5NO>]W*DR+;ZT-T/\,`-7?;+A5!KR2S-TSTVTEF24KE8'SQ!,E>[ M8^/_1TB8VU)R.#2NBX)`@W/'1<\026[Y6^=3!1]=/R/"RE$Z;8B]?U*NY MH:H8#%E)9[O8XKLDXOJS\[]68I-9D)7M5B@H.><\3 MO*H]J;O"54Y[2`=S_W.(1:@L6(Z#_%JD=GDT@>1"2TC/`R*A%TK06:D0BDMI M:/RZ:1JZ;W9-^(09HT5%EH@E/5UJ[IUU/44I>@?FY/LQI288BCIGW+/6FU#^ MC+^>1,G_Q][9[;9U;'G^58C`C9$!BT>4Y*^D(4"6G;1SG-ACZ71P,)@+2J0D MGE"DAINTXUS-1;_!7,U=,(^21^DGF=]_K:K:M3](4[%$NSL-'!S$U-ZUJU:M M[T_3?ZYP5&N2CN/LQ@<0)8C`9"1 M`@8T?XDIDFB`_*!E%50R>(5P%R1SZ`.RW@ZELRN(]"U1"I;<_JOO_Z/`J!]J MS+CH,9GYN'QF8<>)--*.]^YPQZL@7N#O`BDF@,WC!<1(\.EGC7(D9]J1BL&Y#9$L36.1'+N--6HHY]XC%J7T; M2^I?66_/X.#BXN&+L!@_;N02;(XK:MM=?@2XE4#"??D&3^4_MI*^^&68:*'> MP4`TVW=X3Z./F1,PMC]>[9=\V<-"IP+!(`*^96O`60`( MS\&?%76,:"4%Q#^JNBAQ7[]!_A[1D*WQ79"6IIVV2(E;"\ZIFS2Z9LX>Z,9( MPB`2##7#FFX[0P5<&.M)R-!A+(0=YP1U11[!PF;!-//.-Q,V*>*W6P'D@!HI MW9_YX#"0P\LR;3MQXU+!\HL2$99!M'1=&0Y&3+`[%8EQ48ALR]%A&"(2$?6M M4"5H)+D'R2G48`M6X5"A1DCFG_\RQV4I3>[VE+FJNGC[JMV!E9"486R?=UB9 M8,^=75$$"7KD'#.^`B,*-,O]6)Y&Q":[>?[FW$J,H=2^PIJ6#I!`'P&/TT<< M@BNJ:-%<_?1]BQJ/[,';V^\$E1*%QR^BE$VO)V3GS\XN2;*B\%T6E.&2:(=J M1FZ<[:AF$94(!/=$G&)!?;Y5V@C5CE5O>MD?,6"L/Z!)6JKT9MV?T=&0!,=HVNV\F@^ZO_\FWVEXP7*TRII+(9_M^H%4/DD:<1[@*YP.(H98/3DLI).$ M/H1.+TI6,.=IF6D"_U/>`ZAL%V4BA1PM,D\XFK*'QO8M9(NI@POJ2GT)@G'O M^F`2XH#H+7#D]$;X75G4MR-UV7G M@F>&$]<0RT",X#-Q,1N^&PW?Z]1!UVZ>,V!(]3"BGCE)VA'\2.>GUQ,'9V0-9+.!N74"Q(VI1T- ML"I`&5E'GLMUN)#2:WM'4`P#F242:N\3!UT=#Z^A&BOG3:05:439<0!E=@'$ MN(!^YYG`1QI$7\0QSV7' M=1`O9G.PO$P-R>%350_JZ(;C:![Y1"NV($PP@N`&?\50!/TY3>2VG=UT&'TY M/0F$?7MXO6;JXWJ7C5"(?$K)Y*M"PW'C+!* MQP4E6>Z<%-`E3YCH*81#1M_.L-GD&=080V?QWI;KP%"1(8(U1'`^]Q]1?+7C MI9%O4DD_^5PW&2]Y[_&&9]R!RZZ=B-DXQT,=/D>M@;K@_*1-2"%V80"3"<): M!&G7O=AC*>L=;G0\*>D8XAE?1S&@O]: MNUGE+[T1JNUNMKV<4,:UB>)R,=\>3-^KN)<6?::GQ5QOJ3&H#2.8.#XR9_\" MX&9!T]OM;K0F+:;9GS^*;$SA4T$<<5[F/"]SF%G$JN M]?-;J'6B)87E/3V`KP9?*70S6[A))!;,=E=':-R0AMAF`^M79Z;.X?%19Y^1 M.)VOCG+'^X.O=.BOPE^_,K@/IN8D-4NZ6*@#/`F^F#'9B%]+V77O#2IBS4.' MXU1>4$#`5BNM/#*0R-:,;EB%8Y/K-[G=V)><&U8_/Z;#6SL/&.B MD8)K0S#JY>2L:W(`0'ZLUM&?IOQJBKU(T28-'W9[#SM;?SM^?M3YL?N_2\^,V&`9G6?V7].KZSL]'8\!0+##/^Q>W=Y(.+<%=$ M:_L(@B,NQGT(;2WQBUH216_<&H=\7E+#.IF.(+`3PVQJX=@Q&Y=ACAUB`83G MPW.,"H+I12=YJ;3B2:J[8$_,HD:]P<"?!S^%G#ORIYTH>1ZP=E3\&DD!MT!#6`M=L"G]$>MS8[EH?J0;1+25L:_IZDI>`R\ M\'L,^E>TL#/N^LDJ8TLFPSTF,:ZU+CO_)`,/R1!PT5Q2S@F#TQLV@0;/)4X_ MW89I.Z/-F]S\*37Y0Q MMRHI@]@D4*9WB^DB=/4[M['7W$0;RS-Z=+,R?:8ZU M0@H)NY]!>"[186&3X#[EU)GWK:0;DH_Q#,,Y#("$/Z:HR#,:+M>Y?D;5\"&/CK&01Y-YM9*35U[,:2@'"JH3.2 M88A6?],!2AM.'?U;_"C63>!?AH0@P"C@E-H#]^A)JGNP_<2*JFQ?H(JMO03( MWF74E`N7".'YQC==55-TUUY!8`06R:1PTU4"H#A_@$).U>WL&AGV6#[N(!.3$8.%QD`%!%Z(W M`%UZ/A'Q*=#]$"6P6[\^(0FDU2-.%AA7"BE!%Z0H?)^("CP0].W3BJS0;B*ZJZT+:K5"8*#>2ECVD+ M+`>ZAHP"`MBEHPP$RJP7OZ1@<3;%-K.D# M7]?_E;:8RKUT$=EV#2JURJ3C(?KDH;SK)E"/8U>0Z$&Z.2A4PT>GAO1MG9EM MF;KER)\D4B!$7?=\]L'X9-YWU;9^?,@1:*ATP=QJC3N234*3!WFK3DQ%J%^2 MF;_&9P*^"@/]HK0GR3NE1GR3_:8/B;G`#,SBNYA*->VKX9!0B/]2;U8S>^7C M,ICBV5++B#D:E?+DS#=FD47]]^R<2[6<,ZW!KDT2*8ROICG3*PQJ&P0UQTST M1B:#(;H^H6N9C\B&,(.L>L)B./Q962YN7&IG^5OZ]VCR#S)WM"=8*!F5YR60 M)+>=G>)3<@Z><,.Q'"PK^08R%B5JOQXYGQ_$+6D][BU`([9GQ@8.AF_F\PPJ MOTSHD+.S6DH@H[B1V9"+PQ#[,[KI;L2LCZVK1IGO\RJEXS8SOLPI\U;.(;Q3 ML#K$U8/.JU='RV36,@E!$<`=!_&$ZHG_19@/(95&<\#/6JI1],VY[(HB MZB<5)8["4*F\:P/[(C<%<$7J#XRQ<2&5# MFTV^@YKW#XXTXJ;P;BIABQH>F160/?E%.BOML4*>79GL%@4='_'KFS];C,8# MOAAR^-G#"$8C?ALEGO$Y(]#A`%L631:=T*UOOJ>58'6+&1';"1G@]C1V&I'" M(&'B.N'DY;69NVV&3U.[TO,5)T;]TEB-%XB.H_X9"S<5*^U?$'HE\K_7&5<+:8Y[KB9'Z1,1Z,HM;H62I)N`4&@"B])Q8)*UX(5$#T6F$8<40W_/RCSJ9C#_/RU0'R[CI<0(D) M('A,O<=%A882GJ@@?A`/`4]*[*APX9,@0<7,(QB8[$H&E_D>:J!H[H_;U"`0 M`.H6-\".PY3";Q'4\I%?8JT[,H7UMVG[)2I'`)'AJ,9WA^&BA48N M0*7B'1^:TNP7RC^2CS];1M3NP,]@X#$UA:L)/<9V%AOTR0S9@Z,2/*- MNJ_OO`B)MKQ6QOPB&\R_YIOK=_Y!CN6\@R)EDUSD+7"G.\]*L='ARQ.96RV0 M0H7.JTI+!'L[3K+1B@'OSA^T%]]>B7;D6YK'3APHV[KIIADZEKACED;"#^<% MCCQ9&\5E!R[!%8Y^:BHL,C/$JK(MQ.-JKP/*K@(UATW9-L0W%(H-3./C"%1" MV?&N`B/F29MR%X$4K8U"CBPG4`/K3U)>9^ALHEKCBLYT_;WH3J)8P*8.2?M$ M\^B/S7>.2Q!Q(3,NL$)K_JA3QZ?,'9)5LB!"K.H`!+6L=&_K MWO[VV;OMO:>['1PB*)6O42GK^SG(Q7SI]"B9][*MF:>CW';N\*@K)U7WQUH: M96LT^/7E"+[:Y`-&*S?2_',WC41?F\<$CTIY/&E7QN5%$&NI8\B0FDK6KRF5 M0?638!$M5N$"P^=W<\J9O-HJ"!1'HA7#4S11'IG1>8BKELJ/BR\]C'YL?I`[ M4GZ-C[1A\K1*46]JRDE%W<) MT/Q0J>?CLF#!Q-6EAKL.`00S7;U4)%!1*$09*T:5<$TPC,+&>;Y8Z81(@)*/ MK`(%O;OB'4A[TGL-MJE742QP=8CIBCXP2;AOM!N&E073H']*#`]7-__4ZB@S MU3W\EQ/ACG)]7D..,V2IU9=[)#WQ[P,)M=2D-9`N.462M&>XFG&G1O4@>!TEPV$A[9PMEK@H38+ M_QD(-!A>:3HLS[NE'%2-/+\L=51Z0`YZ44Q50<]GHU(">PM&=O8)-Q;"9W#" MNGJ3-"NQ(8RI6`H`XPP;$I587-C4(/*G7$>J[(T@Z^Q*.TG4INPPG3A41%ND MNY\Y'9.!;0#DJ"HX=1\DP)#N'-Y4@@J7X9\+9H25OT:6%3<>#F_DQ06F4+;7 MO]EE&8NVF)E.SV'=$XWH2%`_7_SYJ!V`5(29M:=#%$$)<,"DS.;5+WT7_5N7Q$EI,U.9/)(@Q1 MAVJZ^Q"HY0TE<%- M*"#*S=7O(KO),.A3D(]MO>#+YC8&1SQB77\]X(SH0^\M)J/_A2?F',)SHJF` MCX];#W&I\QVE6CA-G2UP3YW\BWU5K3=DJZ=C&*80QXBTDQ\K.T:*0=M, M3)$<&07P'L]GC38:0NPC.:!UMG8\](CLRS*+<]DC;\W>E?WY/PY/\88"CO]9 M?_8$<)6)OH4OKA04*5&@RJEJ;R%4G@*+TM^%-$Y8L2`MBS3F":9@4/\=3;65 M_&G\*\LX+;^+'67)NOK.4&XW"X@!Y,QZPJHEP8]@.(+8.]N#C2JI@",1,F%' M/(P4-B0PLYX"6(^TLG7(ID%ME4!19\O/HQOAXLTWIR.'3?*KT$78];?N<=>^ M,CP`41%Q<6">'MB.&Q/Y1#0F*DK?CW?_M_MI?XH+GS M8T:N0T-(FC\/]Q',M@/"Q1'G?&UT%4DIZ)BH^;P-=J4M5NL3_'8^H3C_!)PK M@-I["B!`L:_^+1T86`J8VWTPU^LA]/\H+?S3VM]C\O[I+Q%R.]*L2-) M36['!L]!M`C7!%7(Z]2`5%!KF%VL= MK^YRWHKX(R8'[^4OZ<(=$$15NN3TIL564>#Q:+FKT"03J# M9K43&?=OR[8R1MN72P8[35P+Z26Z)P<6C0QUG9>P):`,J>Y8!7B9@H%B,R&S#4XFXK?]M/<91 M?^LHER$X)8;U!YYS5>PVW%9RZ@42YL MV-EZA7YPOP$&'\H4Y%4C4!>])\ZP?5=;O7K^Q\'6H]UN:'M7JO9;O=W=[EY] M7_Q*#6[]UQ^GD^WFCE\X%MWO_/O__C]BB/6WMO9[W="L+OOLP[WND\:3#Q]U M']=_I-(?3QUI'4J6$=0/H5;JS?V'K=TFL%K`45_TJ']-Y&?^ULE6*,QF?# MHG&1WY%Q8'E96P^;*YX@T>IM]R@$D%S\%5)78DG(&LK0Y6M<60T8I<>.5%Q9 M__/6_D[W:?/'IVUW37%B_0[!C6N,[` MT<9G]W9:2&)_OXFQK]0J@42(P$.=](Y5V?M;N\5 M`//RT46#.K%BPI3$RB;?6$[.'"/@#0H7<@J"?D$8]EJ^)W)6UZ.R1J))^[9$ M"GC%5$AEXIV^`FD$04HU6U'?NR?OH^0HJIE9\_+965Y[K."W))F27/&>T$,0 M-F%/ITID:=8H>.::E!R'SWN^?P(7+X`-A$5W#2((>82P];'QV)AG9@V0$`0? MSI#')IJC9/^^?]VW1AR9@HU"?W+\UGKHU-S?RY73"L/3N8WAET@HRZ4LQVT'W MCN)P/<3!H`)+RV\T*PLOS6RP#;[B/(GWUJ)O_6=%@8?=W2\-!2#HU3R$,7;F M+*^@P("F4J3;8[4KP2(&3?!\88V2!K21*\VUZ\](U(__%#=J;-]25M]AS:JL M$P8^_`7OB=F:,=78I7%N.MT^*;=KB"B(299NFK/O[G\+N[<"`%.6#A>F7`IJ+0! MJZH*8'0TPL'N/=G?*V6R"K'J*O2>5W4FQ@8_^T,]W&_B6;SW^.FFV^6TG'RW M9CP$CA"A;#YRTIZ\JJ"AC8N[5*_$GA63B?HC1H8WSI"^B+RWX][WFQ6 M'+>EO7`OHL*]/"F6VG'P)H\0D6*C/CRJ)S#[0B)6@U*%"T"@J##M=CDP1$'[X;3BG*NZ9%@3'V(S9!E&J6,I#4BH3D!DLI$[MO1-E?D2JR M_0IW-Y']$"=_5(]J+W=RVML:>$M&AK^-1*BZ(SZC2-@GRV&SC6HSD5".L/T< MI+?_9+^[MU&G;=O1=^M"@1S*X&>1VDUDM]ICN_2I1<Y$I M*1-K):DWJ^@"N)[Y2<=4/B^V+4L:<[GX_W?U[:V]LC;>:+H3U(KB2*-KFWCL/F?(RU M$-/IFSC*^*)6P;-66F%#)"W-OO4/EUEL'\N^K3]?I63,^)C_8:= MK<>-G#!/X*E^8,G:.84VSI[_D727_*]]=QBC9VL]]H:>UQSH26[ MKZ2$VJ$;.UT%IN;K2ZZ\/86)FY:CGVLPZ4+Q5Y87)%EFC3FDX;6DH91<*/+U MB+K+>?KS]5;TX5^*2E`F@_*5Z9A?F\`\'(]C8FR7Q[SI\S?\"6'ZAF_05L!R M7E5AJ@BF-S;BS_P=.4AIV3A*PTQHZH.TG[#@!SE=,:68]+NR;24%+)384!`F ME5#YCBMIJ:O`-A!FM97/J:(@)7W3\/=I?DWP2QMCE'Y@$LF+K,$0'`U4L&[,/[0PM:\O5T]USY5ZA8?$2B1 MJ^*_R0O!&MK%2K'4>-K5LI7O+%%`JGX==:_U9J?/,4P=8:+V4',!E8]F?IX5 M=9)O26)6.SG7-&A(2_?1<:.^@$SQ<@";,NSK>_!D>WN=>WQ5#I*O/[@RYSQ6 MK30`^0I"J:]DK=&4@%G_`]-U:6=#?*3^AU>45'ZMIKN+*VIBI2GE]2S-I\E4 MMY+QE^I>&5(!O6B]L<%\T4I-#/ST7N\A,7J1NOYK1XH0OSZOI:^3P\83RCJO MXGI]6VL!L/Z27\_+4-94+Q)JG.8%N:VJ)DMU#"<$I&*E1%LQ$UD(C0*B[W"; MA!(JU:7)/-.*41%%3:1>J+Y155SIZ9?+K$D MWS/Z-)2#+3NQRG\:B^XVZYVV>BV_[?8:E5OM]L)J];T3ZQ:L:)%TP^G%)`W7 M*"-R@*QLG:84$;;%P%8RT-F(B"DMVE?HV_.5ZI'HXGF4/IN'1MXPJ!/VS[!]1F";:]H68 MDZ]HI@RB`NS>>1C0?.<1G0=6FC<1/O!^>C7=/7RL$&X:9L"SYD69#RASK=H5.Y7>EA+_,>/R#RGYZ-VU=G5))V[`[N"F.,84!O3G M-G=T!JF^+NH)NK2J@H(#V(M@;8:>.IE5*Y._@<[[9X?Q[.5PN-LI,Y MM@SECQ!@+[* MG((UZ&NW4LFH,ZR@+\[?H*]$5O/QNOY7%EQR0!4+=ZCH;CR4E=#6_[:U_[2A&![\-!O- MA]O"U^;C3=W2344O@>]L/6I\WO7XEHA#R^:?--[>VG_4K.`N-]C9>MI\9:_7 M4GVM3([&<1[>!VKUNOQM=0A84%L<\N"C>(#[K5L:80KCJLJ[*";G!_'R.^FS M97SYCG(R2*G0Z$!X?.]QE)7R24['(X+(R,]2O%L;16D+2LJS&NU0"410[G`R MD6[OG8W$^KZE[4^GM[/]UYHN,#]0%*():*D,R*5):6D%X)UJTG M;5],,*Y>K3ZT9FVL,?1&;6SVW:?MW[42S9A)HEY>X98;*01YL#-3W_Y$.03) M27S?`@IOJ%4'S2P[1ZY@:2$5'UTLX<#;1N,J>=6M^QV]LH8JL$8QQBS$-P!B MXQ-1UBB66>C.0PX$ET(G)E,:BP7=;.9F-X:OQA>$JE\__]N,QI'-!@2;!N0$DR1G#U^KDTVZI1_]( M64F_E9.H>JT<2;^#D7E>U/VO@Q)18FL*>K]5&2!:/.,'KAM<_T3M0!77,+9F MWZUSTG*HGC5[;G2)2;R^_N)6[W&36>?\O;?38/!5B=-K-*I9!:_Z]Z-+*\6? MZ/O;:_AXVE=,AVK`51B.:+3QI#8]3D(Z]%H?1XZ;`BKN-9LQ>VV8/MH!9 MI^72DHC)>4S@0V*!&E]GDBF_5!LU9-Q(3Q=Y_"7$7FBJOVG1TH["Z:B1 MST*3_UFD:3LR"FL[2X'Q,C98PORD3*H/9\)I&I.;PJ'2?FNG.PC^SF6.[AJG MEM/C8,O7^(C7``I:+\!Z`&M8T^NX%YR.>?Z"-8Z)/M4V..IBVM%&??]2.;AW M.@1CI!@'.:,2\9M;L@D\I2%[($_P>^L8*4/T^71Q.J?!CMRTC;:>-AG[\U@#8TYM)71V M_M7Z9LH/G8[6L.Y*\1$/L445%]ZTX8`(]S2XH5:=9^4*@;$#T&KI8JXVUT^\ M6/WZ[($_I[[A@ZV\=Y0;9DM2R+572UE_4CRVZQZ.V)Q\U=:_*=^O- M^AK?VFNN^JQ?D,O_HD]`DT`G[<0PFVE7;2$8;$#&06%&3\]^[AR&_D2QA"%& M=N)#>DFQ3/50;@F[/1_1_!3-^>Z_=*0B>I1.S`1:O-(P;G&J);(0%UU,(P/`K:]8G_GR&@\/Z>(8&3\,E+?R4 MQZ8FO1=*PD$!K-]];"W9HNSNM"#96>.V70P%8T&V-\W;:SD$"E%C)^JDUSS&TR8E;3UJN>PGS2`P MZGJS-1\O-XEXO^7EEM:(%?NH!%D9Q:X#U[*K)IBC(6=-[QP.WHT*H<)QG"X: MWZ^^+9VG'3/1'DK6Y[H?05&\3-[T'+LU>,9QCPOAA*RA!D<;B$.-K#&_6\_K M[3/EC4F7\,U^1!E;E:GTXUCYQ3"N,D$X\YFG:MY:2O4SJJ7HI)`?S)!$Y6?#7HR?,6/YZUN.00(2-7S\EQR/5FDV315&A4:>WKK6>U<,E" M20J!XRE7C@M39KT*/4W+(6P0&F&_&TT]94MI+F/[EO7>9IV%2AQM"<)D[]1V M50,W?9XE[4;/<0JZQ74$WFI>XJ#T4H+89+3CUP.9F+I#XKDH(3L77"#Y8U[F M)IP!"?2WX3O.@RW@P]5S\GSS,/H8VK(9%:2>S!;D]51F#SF]A?$F M;C'H<,(9782!/-NN<3=H$V@M"HX4QQT8H[.L?"9$8&ZDOOQSNH9+IK,/AB-" MPFG6RXLP',XTLQ%)_-R@1(D>K4Z*(HF.P*RE00"M[ZG]H0FFC"Y+0P9"[)OY M$XP2RL1/!368#,9A*C^Q=<45E`QVP6A"H1/1$A*9AP9E,B7P/;-S8G7:D8\> MT1Z#\#N4;>)[9W+(L.9AF//U`EN0#U0,;;"/98G-1N(#7/*Z#6/5A*H8O M%ML^U2P;G=+0&2=Y/G>"X^G2#?>YK%]APF`ZITENE]UT&'TY/0RZX&R`HC6& MEN)'U%C00`/WL+2`6Z1IP5F_.:OG!D`ZB,1SQE?2><%_7CWG.L. MD*@_87"-DS7XSFQZ9?"ASTK]BI;K0A",O;0B9+YG"(]KQ9,R$B>5[O*&_RM^ M#3,.=J2+P'E80UB'JW,>@8PL-?IS=<3.',[(3EBB M\1#C']Q:F"<%TZ(9]&I)'MWE+C0^$XC5@/O+@['@OUE4H\_Z1L$`*W3Y6P8L MS%-H5YFRVXS"HM./:B.7-UW"0$ M+`$1673Z@,KW-HW'FVZ%!C9&E7OS1(M/<>/,*]PN^*'A=N70-QOVIYAY0`-+ M@LY0`8(GU971S*86@),R3>+#RG"4\YK7A:ZW;)K=2.;N;MRF_GSXL_&CELB# MN,>#T&Z:/H\#$93&$31Q*8MI(,+W-F+\7S&V&K4YRY6]EZ1"#4\I2D)537XO M.2`:I<[&S5;6G)9,U%)+8L&I3\!TN5:MM91=@^-!@[BP:$H->V?G\0-#^;NYG%`]$5C&M^_,87:C:WJT64.(6XI< M.7>D)2)-?K3E[.9X1&D@>IIJR/"?F&FN(*DT*^9YP#?*J;1F8\+-+.?,G5N? MKN.VN,CGPTDZPBH#%FUNO32(=L_XMMG3L-;0FZC3GW'6T"`);PXVI:)VJ4[? M@7,QGIYB>IK[34J`W'D)(<]"'QCW);#&*?D!%(5([QS^0@JL.9"9<.?-''@= MQ2RR95^3E_1T8\HC*FYT'O!M"XC6[T>:$8,QT&Z:F*594-+8Z@TSA%-XX:V7-20G?HY9._.9ITZ:\E>J?*W M$J:Z$5/?,"1$Q5^4[&U%Z++U&M9O07[$@2RN] MHM".GHS6D=G^_*C*@E3Y0=@`DVGC7C_U5V"$\1C[MN0'C6DM36)4>T&+0YXZ',&];OIL5^0>?Z+XQ;Y0Y*M1_73X3TIPB M,*2(]=6MU-*N]2_R+O?W-;B6VK.04"[7#XD@](PGH5Q*G1:Y"]C0":68K[7P M)\(D'W>RUO=N>,D$)#9RM\J9Q/=H0^72)=K0^5.*K?L?+.N?J[N+,UJ)!JF" MA(LW=5P9&(:5L6(!?%4+HUE*]Y)+UJR+E"%Z1Z>/9/S[;[L/[P(`[=XYLCQQ M0[X=1FNJQ3`^,/=G5+F\1'??@6VNI`8/J+H^[SU--8VLR)R)2V\%,EW,21@.>9\M["WNW>#+3U)P?30$@W;]/??[H(4[O4ZIYNS+0-C+L$E M#SQ5\U>__P:D19%[#_9W>C>`5"_E-9>0NA.>H23!M2[@$_F[A2P>W,T1E,^Y M04_"TML6,[PBT],"%";65:NEW0U3ET;];,2%MZ8H%E#2@EQMHBEX:5R<*X"- MLYVW-"#,XS$OCM^\Z9(%&_J7/-67M-*MMB\Q1>)0D+>P\$3F.LL M(>+XLJGJ!U86:KF]V_(BDLT<2X:YZ02D\S!.SBX_K_LY9=;(-2PD%4_<>Y3X`:EH+;VU\L%P?*[V=IER M8QO^6)-*U=607QJ;5/9OHTDE.I$GL[I\\:8E#@04HSZ-P9C(1.G(.:G@S0/L ME97KKEUX!$I0C6/R0BF#Z4`Q_+X?`FHQ3C8_>#XLSF:TY`Q)+S&P9CE3QXLK M_,]6!'@\HL'G^8@Y,701\]^4?JH'GA)BG!=U*BA^%EN;E\L?#"^M9Y'14_GX" MF%I[&T7$Q,`;4>0SLZ1_]`/%CBN1/72ZC\6BN:*TN:DZ/P53G8"YLKVXK3\0)RVTZACA4ECSB?\4=[S:'*<3+VC7#)&F,? MH9%?-+L:B`CBSE.K7.YU8IM4,VTK"H'/T[O(>C*4J;ZN/IO:W)=EP[`ID(/CX\Z MCWN[V[T=89MK"WW>#%T[(]/,4R5L"56&#%35H@7V=W=80*TMA,G6R\+0%HM#/-NSW7=]$ M=5:*AM[)QF2'0\@6/$, MQU#?.(>OHPY'4+*Y2?0'G<4UB!0IP`KNM!S2\73X@2(JTQ*@A?EL.K8I9J9! MZ(?1!-P%>#`S2ML,**H)79B9*,6RLNW*R%GC>T&$LM%3XW[8+&PK:!%$![E; M-3HWJ_Y,Y5%`S:]:EGUU@*V5\8!?68(;BX(;?*D<2&.YRX8F\?D(PSK7?!$* MM#K/@G+P1DIQ]:GE'+'][5MGBLB3F'+%[:N@#Q(.]!>V[;H\4--]I"HLR9)8 MBW%)*[3YY9D81>(:X?G9<#Y2YG=ZS^Y_`?0-J;BAL=!UX3UK[7+@LV?6.3^- M&U9:>&06@;65'U?C&#&!)87H>=J/,XFL_KB4V:D2F;3U9*S`MQQ9[M):H4!N MU"8:7GH=-:8(."L(R"@Y,IH)58Y55%HB@Y%Z_5!XY:48$;R!<>I2I37G2CPU MDM,Q7:=!A;Z%["U#466[-/9#"Y0$"4J#"930$AZ=S%C@\!=;D70W7:/Q1YZF M&E#-_N;D8$E-_@=EH,6`(D7[>_^,BD>(GLV$7+^2"@UC`@W7=VI9`6SH;'3M M;%SZOQEN9J*F;?ZM>]PU('KEFI:I;B!1NB%YX+#:9Q"/7IO@C)U4R;D0PV0K M?TAU;3HVH(D^4_KY1#Y;W[=()2BF$(V0WB`FQ M>DLT,4I(".9(JP>_C/'HXM)6,38G"2-^'/21T8P>8E("T,^_Z5S29Q%-035X MQGR=+)3LCLPR(Z(HQ1V?J5R\(Y%N4M7QVD*TCL7R^2=_$G+TY3(VB]$+L,V( MHB\#UAFUT2/,4Q/F)E\$\SHW%4"TL1KDD*.A+V-V1[5GC*,!%:X($83JRG_" M^VVYM/%2"=#5YI<(`-'"]'80J)WWTP4M,/QLMH%X--^CF)FUV2HZ<7G.*+:Z M9!/)$`RO.4RET,_02N/)A<23/L//,LL32]4Y0+. M&'$**4AA'_='5TX-&';R)5`+`L/\P5]&!*#B:<:M<;W+]B]-$7S2@ M1XO&S8618/7N=-M$$W%R,(IT=F$938E(';01]*X="?`.,C=$\G(C_4<^OY@#@PZEWKE)S\7P)Y6=;AP6VX[7<`@90U;1=*B"+Z807 ML0@BSQ$!A)NPO5T0`N?`6)B`L#^):M`60XT-@M=1N%;NI#R==-WDM2N7&^ MG*M9=S%AB/W'"U(9&:6@[(*[X&U827)J`57SP"%2K`D%3@,V'.JCU"9P- M:I<5+Q+D;E&R7*(3L\,%3^1=7?*X(Y>*)B`MX*N$S'2*$],NA$PSVIYP,/,! MV*7B0IC#0(HY<#=FDOEK)>(M"=8G2W!5?2GZ@4**2_+K:WL2VXX?:=X`!03N MP"PZ;U.)L]TJWLBL^^0S*HF?#T_KV1W++_"&R][ZM:;O0[FARY"[W!AAIR#X:V-P_(6HO2S'@96+ MW/:-M]="E5N0B>WG$!WZ.!^I"W62HYQI2/,>B6FD60!"V\O&:?Q^@6S M`(;7W+W\,_@40^&;SCOKRX[9QNJ$6^&8G#*@/LW@,R+!_Y3>1,.6N`F*+GB; MT(6+_T,]6%J2K/9WUEH5@'Y*89P/+^N6B"SWFI0CW0^A31\VZ%)XTQ`PX;$1 M(""UUOK.#5.H-E3<&._PE7I\V5!'=3:*0QT->Z$TJLQ^!>O-?UE%>/=A&E*+ M/$UB@N!!@)I8#_\]MBYBL`$]5Q(IXE9=F,>C\R1VTPX27%/X83ES/.I?$_T: MVS[=X<9W*UU#L%-1@2'IFQRHW"B"SB,C^5;3!^Z(D#>'Q@HQH@UBL'#..4YN MTZJ'THO@>";UX%Q]\GR2>B8W2PE+`WI2L0`S"3H@CE0!Y#MW[K,R`%3]+2EW M\B>AG7-_9N_HL\W;SP;92("^9M4909;4/N90;;'7=E?[ZR@D6!@R5*1;F'Z( M%$6,#]X6395`KM>X1+:?D4:">UE;X0/'UGF MMA6L`]OHV#;JN)&+SY6ZDAZ$M1+KW9:UDIB0\-*]Q256QR##Y1`'BG0IWG!$ M8[B>J%._P7'1E=SZE6\"1Y$T:?YREOMA^2SN;[$#T7-=%0/V^MG.TKD@W_*: M?T/[@8CDW1C*[VB7(M-\@OTL;=KXRAAM[!"=6G\-;_.(%A3?4(B338TS;5`% M]68'GO,`5`?IL#T+$K/Y*(&R)]B?`R?[!ASO)#^*FX$\*?6^NA7M-EJV@"W; MN#P+VF@"B*\BS76 M"\OS,1#)3;C[H;)+-6<*X+Q"!B\4VR)0K1U'I_:9V(Z/Q&TY2/,#MAF;T9E4 M;!,=I;(<*=L^DRGB3=`ZM0-O\$3>/3.D^F=MA/YM[`AJ%AK]3$^4_P%[A7OZ M\Q\WHE:M<>LDSL?,"5)&AG#X>,:/X&PA'IR!H"Z&I=D^)",0JS<;0T]X\QT/ M-'!>[$S]>DYX0V<&$>*?(&FG*Z%)Q5_$XI;XY%*HY*TD4S!^SYM;@*H6:<;; M!E>0+TX(;N.K7)Z5/0!I#@V\0'Y\:LHI]*>9G[>I%/(62RD-&/:%R*_1MP[X7 M'YTV4,5!!)/V1+M5-N=^"X`WD[DL$H3,=65$>A3\I_LN6U%4R;:S[8(R!FWL ME,K,4.*&.-U@B$QFU)B2$RV0*(5"_5=#HUI4&%"/3\CY9N8R-\I=$,"#AM"V M?`.GXIFY.YL[C*>4=R-$2RW&+;OJS(X]B",HWASC5XCZDU)0+?\D8HT^$;#&CV48%WB* M[#!+4+*C3B?REX-J$@VZN$G.DUDO9&IL7[_T_>N>W&E6,)]E?BP362`4FEJR]50`*R9&6 MY"HD$HU$2!&R(U-2J!01Z71C'@:-^8-^G08&_3Q?48W^D?Z267MODH>'/#QQ M(A3.FLM+E5/!0VZ2F_M^Z=\1^H<9V!XU!TT[7`B-`"^Q'W)#F_5OQ$JHWB_2L5B=E^?(C!E6RUXY$$+Y>+UT2F0X%`(R@SQZ0(P M--2:RK`-`]YT*3X(*]8"I%S5G?IRCB0@G`E%"W036B!:NHD#\?$D>[N@F/98 M"G(C^?Q9Z,C5D/@%$-_HO`@*>("9AJ?-?0QP^_W"3>(XK,S>X4!B`FNBE1") MK`+^NLSZ&*XD!96=J`0A"YU`71@NCV.([(<-=X1#`!JB=PW9"D&>`"E"#?9B M/4]'J4S:,<1P1F"A4I8%`.24;.8[R-,8@Q34S^P853B@/#7'\X0,5PH:\/J0 M=)W#!TF(Z&B.%Y6FW[P2(>Y/:-ST)#(!49];^L:/5Q3- M?2ZO=I+%[`L^/Z MS&EK>0Z>NHG]"M"#\+%"9?_1WZ!Y`_EU.R"_"9Z@MCQ:(K+[VN'BO8N!$W^( M2QQ@NY%6?QA);V:J$<:2$9=YPTY,JRCAP9EKL&ZH5LF+32OZJ5XK.?M!,:MW M/OQUVGN!J/3S/Z8/YE3RC'&"2VJ#D6:$3<#-L9Q!L*M?)!"GT<5;&L0M^(A8KB&FJO+P:PB%X$F<2`0MQ124C MS.=49&QY2B\]_:S^+,M63TF^4^;>HU8`[#$'(^][1Z.NUW!^89Y$]65TA%,? M\T[1@3P[_%8#]3[<"MUVX48"Y0L+%LTV_I:($&G`9=G#L@V:LB!5#`?*!4KG M_")PUO0DJ^V>!-OD%H"!XZ_AK4`>CTK/,3NJP4CFC&_%,1`V_U6Y$J.!NH'M"XQ`51]E\1Q(\ M*+_"!!`##(707R3B8]"+IX(OR-H5)GS)\.`<1BK*CWU\%0P5>JHFK52L-19N M)K.+GYQ/NOI*@X:08[">("N$N#2T%B^1B]''4.YF/!A>$UBG/L(F8X_3E,0^ M+'&I&@SAXA!P2_9A#VA:Y,6(@=AB2Q'8(^S50>*ED2@+$]QP8-\/-D4O^D*2 MEF*P?G[3_XD'5]\H`:WR-$!!L>71BDV=)M@67JN)[>0$`%0.B;;_:002T)/P MRV,S'C+:&L+E?3,;].02KGLF((_L/1$:%GJMTI%_G<5W`H/7V'A@=6-[[Z+H M>)T2WN*$!25W+$]W%_?OF.?D:RO:>L$!>BO(Q`3Y MP/29"G]3JX2BZ%O0^SV/?XS)M;=NE%K:OJ,<@?NU9`F_+]V$+M]\F/$!I8N_ M#$^E)H$I$L7[+3/&=$:@##'RZ'9J\3AVV4Q#MF8Q\`)S!/(('(CO7^,EVN!N M7Z5VB/X&Y`Q38"/B\G<>U85@*GA*:WAGTX@&I1.<5?F,$69&TS(9M@Z=<+(6 MGMI)09C],ZV//@G:'#K;FL*@C5Y-F+!G?RYQOXH0\K^5Q0;[KGUP9"_\2PKN M2]^MWA\*_,[$4+WQ^'9LI02C#-5\687=[=VTA6%S_`A$64S9+O18[`PND#Q8 MO^\$'X)]!R8`-[E3-9A$($JI2_,! M'<(FAYMP7+_2G:YT:>991Y?[LD56LR06\3N(S@AAX/&P,;&=P%74TJ0&(-$I MJ_:=IM0V'.5+G_USIL8@N^+&/Y;H>2Q-GXE)R!FL''+U#L6^M*'(+P;C04_5 M,+-`V:+200L&*]JH,=/X.N=+Q(=J(!<4,TN6(`\:.I82QU_Y0V20U=/QEC?` MT8,*DH(S@TB]935<4&,"?'3^BMX;IN:2^_?7%&61ZM@1\S>67C_VS_Y%>VNY MWJ(F1^<\-"(A=B[O;&#ZC.OT9=@G5#H>;P?>JV@[,MBQV\VWNIL/*J2\N.YC M/>3VQFCF"'PJ.5=W\$8$FG3IB.#%2_(YLHNK>9)^$VWK[=A;9IMQP''18*#4 M-=+Y8GP3[NG-CO;V1-50+'1VT8"%5?XGJ!9134AT/#Z;$>7GBW&$^9@8@S;1 MIV"2XIU+,5$$E3`PL2IJ!JPTJ*D+@P%9-8K-\"O"FMY\**"W(25$C@.4K!X' M9J-(J`0U^CA>^P@[F]YKH*8QC.K_C[RJ^$[THAUYBB]ZHW=FO6B=9%_`SOE' MKQ%5(.(-1F#CK"*2'@DWTSS"ZUBJ@22B1W0>7:*_SH966"1[/5;!`/56<5`? M?6EF5^T@'DM30',1ZE-U6B(,UAD5UM5,DJTY(YU;)3RL!M\.I6[/'4$W.L71 M;#+%',&C]?E99T@U$72MDU5:-A2.-NP%]=KD5R1:4M#14.5*7+QOI,*F"R'% M\U(+X;LB%RJOUZZQZ:>"6_@89%-74YB2&4:^'8\'8DY.1QMTE:D3'6T4F7HA MFIL>7!@CP4Z9VBOD3`L"J,9S/)Y=3"6^C@UK='2Z8&Y>B7FOGRO]ZA]F*)K# M>[32ZM2C>^K-^[UT.?$#G3-'"M**K-.;4<^_&/5ZZ\B0_='UX][ZA[/CWJ/L MW+=5("!3`=%R.$BAVVO]=:?UUS?B/7=EYK+&[C[9ZT>AY/?9NK3RW*)2B-8Z M2R7T;P)[2:%U[032/[>_@A_>:%V2S`KJ0Z%[I0%O2`*Y(3ZF]'N(DR^.>-.G M=D_+#.'I'8N!8WRG"F9IN?0)FB(U*2[.@R/<&S%*W$S0ON)`.`FJ!Q*:$)T8 M$L=PRDM0\R7V^##,@ M[&13B[9TA+^,A+175EWF2P^]<:0&/(1JYM\MSJ]8NV?U]S*LA?DNT*U9FC47 MU_&$+1AL2_>:K;G);46QG^^)5PT]!RT$)@36E>:LF)[HT[=P\-+(,ZLDOP'/ MDX[=UXH$AP,I[(*(BVB'<]#-4<:#HSX)C:^@[^B9`\U[*2VG_4LE/&J`I07' M,`N6AKZ[_TC!>_-W;8A\XER/XB-0(]H]>,M!>6MZ1?&#E7C2.R:DS:RCO1]> MBY_W!+/^)*,%`.3CM:"S/\'O]2F^JN*9:GM.KM3(LD\:.GD"KKDI->'EG=9JFV4S5KH)T:&G*AF1_*<;U, MA*E;G`UR:NF*7CS3K+?TQ[4=C9=*_URI<#,?,)^Y'*??K-$L1P-MT\_7]@I_ MIUY$XP?<\F@Z)*E%XFB)0'`QTAJR1")=`.+*Q1!7]&C-!_NF,!PFGMU,,DH_ MB$/ZL\$;/6Q[Z1=&NRMP,5W%BXJ1B4>:?E57HE6N$M4?80NFVN:OJ$<,5\O: M*668I@&_YY+I^&KT*UJ66(4J-C[@)1[,Q]I$WRI>6A&T%`J!7GX1XL#;LOPY M@5J\<9F1\:@RT8<(%XOJV'"!$[HAG'CN<2JN]0[?'9VD"[\B<(/`2">L^]!/ M"XGKV=FHOD';#G-T-M"$A2,,O-`'?`6ISY`EP@.VW%0/2[7(-#9A:5GS##$& M2@JJ"(&.[Z1(Y'T!JWBP,_V6^4W,P_?2&S&--9XO=;_8:WPI5:5$/RJO4S\= ML3NBA6,`E>H^O9TBYT(EF^34M3)8AE,JG4KKNF71IO6SO2*X]<]48Y3KX\\2 M>]+*-RN^,W0V6A\)E:L:36.E2DH^4N0-=4W=!F:)"]YR47I5(<3TXNO[<."; MDV#9T!G_T(KOK''-W@^GX^MK;!=BZ\UDC1=#)"0MF^=\X^D^[*DB//Q,QH/K MBR@F6]`*IULZNO*/(&S7P.D^TH0^=5Q'),.["A%]LC=5FOOWL8,&BY542Q51 M*AV/,FK>=M[49<;X&H-QBOA;K0*U#D$],2#IZG&DDWCY=.<2P>=R3>`@E-L_ M\.6$@]M9RN"'4J,,0M'8B]>46YK6.1$U)D0^=)%$E302@X"]Q!V3"&TNV"H. MC!(`%@U:JI::YR5U?+HPK`IL0M85?NX,#BV\9TZ`E)]'^6(K>3%"+2)6#D6= MJR+5UD*:L)^+BY4[:N"WZ6`3.PK['Y)WI%TO#6PT$6>6>Z_/L6V=>,:"AE'B M`/&GF,+07"J_H/F_(C6ERR1R&I$X8EO&-N63.B`>&+9((=4XE[I"A^NERQ)- MM^5P*SMQ0N'EB26>'D^-UXLS_C/\=JIY'\T%=V+:D%ZDMRZ00;&HITF9*N^,3F MX%3OOX9,5'NX#LK'Q=ML.1>#>J/7*N^JU!>ITFW78@$<2-1BKG?YT5K[\JQ/ M=@/H^'I$@.U`1?JV1U8_59U5]%@2A87!.-49XX'JZJX&@%@>1%,XG)H'WU\# MFA7ZLY36U'C7$Z>(M-U!Y\?);:S$UM+ACCH>N^>0Q5IVN" M('YNKB<&.-GGJLBEQZA`"_R3;+0:5`2&+8E54)_QW(#9^1PZF1C[>2'V=N&I M_D;!N16M-M8Y%)+2(P'?1! M*UL[:F]R$ZF-C#%)HI)US`==16%+/'Y%(TI&,Q`(=Y:YAC)W5K(_]C&(NN,X'9)\!']4NX2(<(V& MB3GI"`BDP7*!Z&[J3WK)+1"'YXF1(JXT4JGO+LB("Y1-',[(RK:TX16LPJ8; M[+06&Y=./_<@L%YH#&ZC0>9M>YK&TL95\D:]LW7[60IRH"%JNQS@(4[V8^*A>:%P;%; MZ5[%I2(/USS/\3%7A`B,]$*(,>&N;5)8&0ODW8RH4V/1\-F0 ML<=TQ5C7ZZ!1'UF]#@F&B'R'C4IB7<44N=UENN5I6\9,"XY"D0^)]^\T%4;N)D)>'%X`@^Y45.S@Q2%"&2ACB^ M5)TBMB@UTL$7Q)8MXPB0(Y%;M?@F%(BK_B\87OB3IM)9"DJ.^T$`T%@A1'*K M[U.%O..$O\@>:Y4;ZL73HJ>K_*Y[ZPZU^[U'>UO;^DCYQX&F)EJ^I&X)\N0Z MA)G@L>?XLH000J]<*8+K/&,RAO)]_YYCI,^2])`*,GT1ZBHHJ&(=8DM9T@X0 MRV#/4V0Q]4%C&G/!Q,N?R.V6,C-71JMX([D`&E.KYQ5%`U<)K=@RT1Y<2(@0 M262X^_`'S6E=FF&60S^,]SB7FSQL"RBGF2WV*H%"!YPX$F&^]O30/$-(4IA,,T6J'$+]@ M+9T11N3#6"S["Q$[6RS,(4:*Y:80)L#^!2!33LBN@ MR5&P;9EDMV(JP[D%$GZ:7'K^3:E@ZJOI%.O0$;QA9Q,)#!1W% M(.5+MY<$[N5F"?X9;[N1)^.]BS'X?EEQ(4CEH<,J3Z@H63\0)`^&.^>'0G!+ MC<+5'.]B,RUSQ)[FA*)Q,%.QEU1/OM.A+PEH^>`?`)>30)$A*K2H/6#X1^T! MAPA:D3LB/4XQM,5#6^3#G?&67>IAA]._=+:,L@\Z.YBQY0G._[+Y-`C@A15A M/+1R*BUAPZ9;R!GI%PA=[B,QY54-A'!R2A1DM-IZ9?MWOLC,8]PVMPMU0"@U M+VH<<,%:J*ACKE>]10]<*=J%FS#9R$E5BTH#NL6M*ECBP#=28R;+!1,92]7(3$X/0B#8P'V\@#`8H;5#;I_D'(@U->@TA_R(B_N M\%+3#;!P_4P&F?J;3P:1O<\>Q=]=P MZ]V%!(EJ_,2)%8?Q%W12OJ$EI_FZ-_)0H'[[&_AP.RZ??L?C[SK';W?V"T/T MVQQ\L-$YQB8\[F4H31-I+0@#2JHJY^.7#F8*(>'B$:<$>EUYPA2J.5F-J3X MM#0:.M-:"S@=^F0IW6K/L+%8LC^/R!YSK<_S4/A7PPNR(??5V949G,C/E#)= M+V"AWOFM$83%\XSC"[4[#D6YWL*$6]%'`<>28>Y8VJUD)VW!BQ,ISH*_@BHV MB$6SS)9:`>E&3N1$VB;.OBC/'2RX(HR'<[D+YZ)+IH!G\SN(+.DI'1V5#Q$) MFQ51A*0P:Y-A]:4/K<%-[JY^KM$Q73"46O*%6<3MY,LBV]D1VZJV8PA$^K7> M=:WPLH0%:%L/!`YVZIJ4H1%$4T#UYN;-$V:8P8LUM7)8=AP.K<&N8]D'J: M5I5+->P/KN\PQ1+0?RS_CK/TB3PIX&DV/!+!@P^CX97,4[WBP@%[*8SQCYES M6IP43GM,XWZ/_TO_YNZ/+T(8MMR1K^K^[__VG__\O_[SO_T/"\D@E[YH1S+.IJ`K9&":HN904ZT"A9;$=4(CZ3E M`[3,LRA@NB[XV3*EP=YP?U`4T#H$LVL-B+VFX9/XY(Q^9.3#0_SO*`<,ERZD+%Y5/ MV>GM)OF+:L.J#TW/6AI,4D_HQD+H^Y;CY?\8!*O`51_M]"Y,>MS2)D`M*[F) M>Y]Q6`3`(>*%O?&^H@B@'25FL'3B0*0S*K_&)3IV>IJ.P>\41O*)U7*_2%6_ MC,:S2>\1$5CA?$J;WNH=S[0PAWPJ*?V]H12B01+N=S3Y@<5 M@@]Z>QL'^P<;!V39Z?3F&8\%%I@Q3N?=`]S.-W9FH0,(5<16`!.(\EE;QCF< M'/2>;.P_V]O8V=]OA6G_V?;6SBIA\H&I^,X3@/;W#C:>/MUN!6?W^=:SQ:`A M09&J@M;$19X[AD;M*AY0CN,FJEI%0O!#'@RJ*EJQW//-:#"0+!Y-D=S/DA]Y MBB@V]S/I#R]M,#H]QB[(QMFXMNP14GM,TZ7F(_5^A=2TSZ.)C")MA97^XV-EYUGIESY]L[2UV9>>?P/EP/Y`$]W8;WG;3E;RA23VDD0"& M`OD(%*:/;79VKP<#31,9Q#^^THL3JDEX0,4[!EZV&0;91A#'/7/3P-Q3%F@F M*O.@BCB9YXZ\84B>&&'@#D(GHZW72%I$\"PT1;4.F&>=&.9(>J;LMN(PL-L% M@T]LAAASM(*`Q&ZFW!?.%$+/,\E52R*5BF45%]G.[`5F3'C:;$S0Z!6+0LV_ M+"_R--U)>FS2RMB8G^!6.MI;T^Y`6RT``CV/#@P",I%KR#PLE*^5CG&H?F9U MT%71>7Q7CG2==+RSM?GA4E\(P>"-=DE.OZU0P#^N#=6:A6MJ*&I3).F:W/)F M?M'\??OY9AXZV[0(,G"#4KRVVZRMKNTW_SV_.W\A$6LO;6%_,[^S2JVQNPD2 M#'2&9PY/J&XP,Q:]EVQJYR-L3C>4\*RCJD"+3T),BWB(UN/CHD0*:)G8*4CS MDHC]##:\I,"7@"Z.[[1AE9)=%7SVNO')!5SQLOXJO#&0S MJROC3U.&;]?J:WB`P7FLMK_@">ZM"RFFH8`%P![>TQ5&8MLK)>)[E(@-2?." MB?NLE-"((+UQ#U=\\W9T"?:TOWKXE/0:#SH:KFJD5XEB=A$?$K20`%6$*9VL M9?^=IVR"AT"QQL/3%#EW3(I;&@'A?'48>#70FB(H*6,K@ MR,G(7""--M2JW439:MRX6`CYMJB&,^TW)69:#,O67L1?BTIGQ:OHMFSD_>O625[VH!M?6Y,H0VNXIRG>`W M,S-;2;9!'!!+;]LG8)M$%I*S=5^TS'6;YB7U26E;_S!8*B?ZP^:)^VD\;":R MJ;%)*BMYZ$3JF5)+W?GP\M.MM'%ZZ'D9)C\,L,K-.A^;(&+7T&X*KPY:J"%H MUSA0D2W\YMQD*YE+"V-Z]U'[C"_HY%&&O?ZK`DQ_.7$/8(Q>Z$.[FO:/OI4> M]K?&X71V>:IO$&4^DNR$`^KR9P[[3!)%L,T@3I4N>MEYV-^'LU[TM6:$?-T% M7[E,[VC5KW-(V>8.R?"ZE&/LNDMEI1&<&MBCY/0U+:ZO.\\C.2N68IE=OG'O>@ZK21G: MZF;6]>@OQX96NW%V]G;4I,HR-T$DV7G[R*_=)P[ M8J%V%DN*.5]Y.0YU.6GHZ\.UL-#T]4&J']7"LE5'`%62.V5(JF\ZO+_>M9#D.M2[,=+4/=>21RQX#<*U0[OLZ M1[5"N:\&X->7^VK+K4SN*\ZZK-Q7FW!E$B)M]8VCU2N3^Q:=6==?6NY; M8K6EY;XEUGJ(W+?$<@^3^Y98\$%RWU+KK4CN6V+M9>6^)99ZN-R7+?I`N:_; M?(Z6K$;N6V;)EJCAKEKN M6Q5<*Y3[5@52_:A6*/?5`/SZ-;YJLT6..'MB]DY,3']4=XKU*]?J[@9%EOUIYCD.Z M3EQJ/*?ED?C<:.T%%_](.IU]<81[_>.8#07`4GHR/QZ,U-$TYG`2GXZ/W:H" MP@RZ^JEUC0ASWJT.\19=-=(8GTOA!=VN1>)/M9.&WW+5R/!^?!/"^370T"+, M"`N^KT[/?IA^(NGLH]1#I\!ZN)<2PI"3\8R@51F<7IUQIQ(RVV+6%R#`Z?DJW4[(A.=J>],YOX]69."ARTQKA(7W7O9&)Y>'4T*R1O:J$NH20G2 MYJ!"7SN`?M_]Z^DG*2E#96Q)H3%`F^)0$2`GE_ M9C;R/UKX7T)<[X?]*P*'EPQOK8HM]GOD(V\2S.K*,&R^'U,XQ#UW@43O$T!; M3C$DF)>C4*L%)?VY6@ZLE.4H%,"&2%Q&G29.V2J9LV@SSD;9$RFJS%F'!++? M9)UX/SYG0&ZS"H<6/*PR51ZPC66F[_:TEZP_?7AW'UHS9+ETVAC#4JGS#+[+ MJ'S*CW=$!J?'8MT?1X(8+F-)B%[QQ4F3D.9/RL]9*J,POT:YT:^&Z'QX?I7E[^2DBCUL9X=W5%3LE]<1M1.XOM+)71'X1@5SM_.(90 M461Y!O%IB]".WB:R3WPE(@B).,+Q6)\)0N\A67UH5)`7^I9DD&[632K2U)V[ M.3FSWOCB6M)M2;9+OZ@2^,C3^"=I,NPZC%X,J>9)5^QXGBSUTM?2F;A\'4F/ MGCNH3[@I,;NCF]E-"LW:DT+YG;7]P@\NZT)3>+^EW21U&^`[1%%3,Y+`X70! MRRBPC(?#.5=IA5S?4J[X>_(0HIRND]O>2U_3229\=R59-.E2<$MK0@4+8I#4 MW88G1?V\6D^63-F?ZC)1)09J9T.77NE2;<"58J./6C;.G:93P"!O\PX':\^; MLT;7GA3^OKM7^&%OI_F'9@G"ORVC`I]'"!$Q<_)"874`>MN4DQU251U4E^^< MHD#6[\>/]T,M2](^1WI=5>NIWB5IQOGIJ-BMUI+ZXM6I*)LEO7.ONAS!'GO;'_H*>Y&^M=!@$I[`::K2-%*6UG7\ MIY8=E:XZ9_M:6GI$A31)989.M][DHG/5]1RY^12ZEZY>#EJS;]]2@PBD=")G M^B4Z+-VC9GG%?+,RI#]UE[+3BPV]Z#,`$89 M*A,:^.T?(K*HSP3RY-!H`O[M M#4.=KN+HY!D5-]-00P_#P/;SXL0&+,IG5'5/OB@;)5X,0?(AE?!AV*WY.(=B M;>@P[DQ*H3RD'&:KN@4YW=UBS*ZB"(?ZI/29[AC%=K^+_W1M68M^N9HA%@U[ ME*YI*/!?:5"_0/F$]T44-]N"H8YUI2`CRG]R5^32R0<(*')LDTR&]80J;5*0,@BK>E4T*!-2#->UJ?+RO[66KS64N422 M29&D?;34-AM]_*1JL/$61"O)!1>P'>8)..FL:Z9[]'8H`Z.;XBU MQYVR8=,'F\#I-['(GD[H-Q^/B5ZKP#SLHY+9O$:XK79U5%L%"4A?.8/MS7_0 MFC@OKDG@WL3I.*:7M.^=9<@;5>B4DTWNE15;(LOLL._IO:\`U7/C?=DB'P1KW/Z91B:S2IT[:) MX$837P]'X8M2.Y$`1Y$^)HBHK;CXU!XD1)ZT):JZ82$%^;S:\>M!=K%M`5V_(!)JV:<:K*@S>4,]GHN M+42D1K=:_!]G"(,#L-;?-?.Q^SK[O=V#)XW2567'K<11%6H67\O=MTF^W,!, MRR)`^[D*LX1B5Q*&+>[?N9`O<.Q?>>&.5[-:*%KN9;4+U6;[BO>RS-3+G'R' M==9SO["CV+1XVID7%&85HT3U5C-?"FB8)OP_(S:ZU.*B8SH'^/$KW@Q MO1T9VOW6=%09I>&.((ZMCD1M`BV`^KG2J\_ MA,GQ9^2.UR-*0J=[[?+YASOF;OZ\>DX%#?[1T_VM)\]E&U1HQ\-K:[ M10][&;>[]:QLY5M[9OR0$C=J>D"8;3(FA=N$O:58$Z^* MIB:F2E."NG<*Z@A=`&&C%YG=Y'"(4CFE>XGDU$F#G:R5AL((\H<9?*<,))#% MY7B5F3<3XX]$?WEQ7GHYB&''UU1?:I5.)##>TMR-!`O28UHB,5.?!USI9[7&E@IIJ'15&V4&JD<*TUQ`,MB MH^_CK!K'HTME:C-AQMU/-A^E@+_W>S:MT/8?I+^V`=P=:BE/W#N.`T^ M?B&B?C:9CJ7DZ)O^+0YJW:EVTBRR7>NQ0',57'K[Z<0:6GJK#`4]^,4,ZYN$ M(;G3:8E.;$`,G$6^2F"WH$'7?AT?T[5@FWABYKB#0-^ZOTBLC#?]GQ"_:1MG MLZ1;K'C9Y"\SD=FNQMCK\W"0^=#T-'@:Z[AB9[J.%Y?2OU?K7[J&[WZ&DJLA MA60C^2!=X10?`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`B*QN",OY,A[BK&0IQ&('/-IDA6V+X486UDUL!QMCN M\ICH)J.WDG3OX,X[YFG$4>3'PSNB($8*R@:>`M\,40XLCK*GW^Z]7,[T"_\B MV,".-(C,_-$"64+Z$JS$$J:RR].VYZ_!%\WX&^;7QU0NOE?9N096.&3J::2& MN(DI>_D<][T[HA+6!HWA;'PUQ:I!.!O[-N4`J9B7+NR79)[.FZLX MAUN[_*PK,.6P;=$2H&^Y85((P%_2&8N$(CJX=U<]DTU.[16:QS^\O6J;7MQ/ M#[%Y19)!%]CAX634[[WO7X[(4BH"W3AHL75>S@0WZW='87A%:F1BH\SEBUCP M\\5@4VR_5FS7!`>->:H?[L"]%&WJ\FC_8&\+6=FU^XS<=W$K47L'C_:?[4== M%)O'[KKV@7X5HD1Z@YGV.R%>9423]Q%TD0=]B96/;`.(_0V]?\C0BB*/ MD61#UP5!V(E_,FY;VD,3NW=A!LD(&?2G?32UH+..;J_N^X16S_#`\MVZ_CZ9 MT9/EBT`SNGTL::3R9?W`)O:LMX@9TZ`;-B']]6S^2XR4N$"%\?GT:>-'\!/> M#[3N6AJ_A/"?FR&AZ(1>3GJWA,8,!UOI2_!$)";:3E`N]N["AK59/12(HO(R M9WC!MTR.5;J,P\**%M35\GE(;*]]+M$I#`.GZT=<(D3E[QO?<;K)\NT>K>]O;SU_++_RS^=;.^Z?!P=;^X]/ MD9SL#0B@#DG6=_;N[NWQYANI&J09(ZGGU(J-JNT#\IO_KT9]< M:W?=QOK>]M:>S;&_O_7L\6ORR3#E#YV(9\Q'),S-XTH>)H@P\MX MM/YD=VO7G>`.9V([>[2^LRL0I3C7^'Z;&\`5WW,%A8GJ@7^FBZ4#2^^H?N?D MOM(N^+K,HN;=^;K>>#F=([KO`#J>E,7NN\C".]YVR_>Y6'PF;$`-2B#JMT-I MLGI'\V.5Y(/]\VQ\;4EJ0$"&?"54SZ//IT3:\4H")_(3M=Q`'XE34-`(L;S4 M#A\9HY+^JZ)[SN0KQQ8(.D]QQR%J830D>@FH6P%@RK-EMM7,*F2VUN72_2XY MS5('L?Q:2YU0(S-<^("6FV6I\UEZJ:6.9T%FO_#!K7K^I8[T*P"QU&&K"8W, M$R3LVW%OH(::D0C0%8-LA*0D48\];$=HY<PL-*A$J9%H=B$SXZL_$&#Y6-*AO=:YQ3!IIG2Y]4=^XC>"X4>3F[[\ MR7G9AH,_*MWE9W[O]_@5HXO3$B)E0A;LWWX1;6>(<]/;E-CE)^*K,:E3">+R M&F4%;12HD/=5XOB/?PE*<1`P@@]L.-G207_]5S=KZ]@J8Y?Y=WXG?H5<=YG6 MS1E.O&P_T9VMXZX7E1[^>A_%+;T`^<,`C83@3K$^/L3%YU-Y4/I(T[.E660,?WT M\[CWDQ;MP3"H&I_=&3W%ZE<,GOD/1Q)PC_F MFM>C_L7HVAH;SA-WX^WZN>+OV^`[K6FG_!>%<;(R"GY2C,17Q`Y`-9QZB3!K M\*:WXK^HK"1.\<464_C$M%3_801_\8L:0F=GVVK1EL!YT?6X`RF(,Q9XO>W8!I\>8>N2C3:F.5]H!"=%Z-11!JG2,,3&=Y,1M= MJU_JP3.]HIR+BB]Z/I0?-E'FP?.J0YM<,W-X84ZT\`(_;[JA=M0R5$WM?EUQ MZ10[I#7[YK2'-Z.\JE15K,[95B3YTMEG4DC%*V3J)Q0D:)\J=:E5\K5XV,R@ M7!KJXA'/"%DBW>Z"/SRFOQ+F%D3,J-F1E=I2B9E0@='[XD,I'( M9E-Q&VJ"Y[7$C#NI"VM&XPKR=_EL"G@B-T[@^]L'NC#_>#)/4O?G@X"`F/[U MS\?L>O_]W_[6QR2GM)^)0>V"M3\KDZJCL_K8IYI`LZM$;S16=^0/#Y.VYRE% MJY;&LU-Z`PD97N/V'8YGI)6PHWO5T,1![YT:CK@-@C/+XVF#;N//=4_51/RN MZOJ2@VH9S"54OBGGP1I3@70Z`@R-`Q"9\M'!%@%ESGLV\N614$E4.$:3Z5^R M%5%M>$$LR-J>UO*UG.1D>#OBB=V.I>"J5N[I]Z[Z!.Z$TA&/]JF+XM>H_%Z3 MRT^0%VGPS3)X]\6G!44X!&I:!%OL#GN0:D_J@QI?74T0+2ZHA0@@MU+B#5E= M77*74]D+)TB]"-16%:&PH&/YOYU<*WW8HBQ8YTOA'+1XJ09!Z&IMY[S(I;"M M[%+^[[\+`N\0K+O?1AHFH6XB-*NFCZ M9M%&UW&*?$TM*TIT3C(!GS40$X0?B+]-XG[B%R6J*+Y%WE(*VZOPIM)?VH_O MR(=YAZ`-X;G?PHL_\^SG2^IAI'SF:9F/]7!%%^?DNF0@;%#YPJ>JN_J=Z:;\ MLAV&-DSO*^H2DH6GOJ'R3-,W427'%)J&X7\F?GJX*40I'5R!7A[3,*&>;7FN MQI\;IL'I*D;*N`]AE*P0,-=?%Q*S5HW M,>\7!'`RN]:`/#56$8"`N*2Z$;(_!CD$!']W+JQ-(UFXE)&8WQ$>)C/P;*J, MVJWJ/Q":=3/"&2KZ`E@S_-795]TX'Q.GZ@;:V/`6G>R268F2%[.,8'3MN^,/ M;\\@_1^9!@\!Y:N'[-&MU@&A:J1W$W75!P]%KTE0JR#07%V#P3-3>++5VME` M2KDI18*8J`@"[,84, MH`Z4WFR/YHU)*67#?'-(G(N'Y#I-1IQ\&MV5/=HV_R@*`_V M4;%**5$*93BK-UHM(X_*N4=.$-=!]+6GQ#')B?#GLV=,BKS09TK>15!'86I" MNR>Q^=^9_K=`ZZ%*(3URDWE@,E"<$^/K$4%G8,P5\2RW$ANFVKBS_<3X!,&G M8.GMK3`",_**;/^*,%[*LFW^?8:\W13+/:>#QWXIP=5@8CAO."YYQ0>Y[8"6>!OBZH:*6:V/TPQF7P6HJ/2X/%X=C$E3KJ' MF5,@Z5`QZ#W!?",E5B).9A.DT,Q;[U2KO$GX%T7F/"IE,D[W6>;(AG,FZD`4 MYLP`^DG9.ML0_Y8$*%QH"QX+U2A:Y:KV.Z:0\%#K#JN-3,AK7!\K(,!<@OO& MV5F%8DLI'.4$:G13##(2XWP.4++6!/1N,'4X_ZX3M1\@[2/N8:D(EI7C(?8) MS?M][MG-FZ#-YZ#E#V$^"!P0D_?]D?3%N,>0J07K-$];:R$-B)\4"R-"L"7: M9]%UE?_&N<`JAH.SH#GL)D75]CEJ,E;)'-\^Q8*A&"E\Y]#,-)(4.>%&XTB- ME6#SOE6>J+K!T,<6>,NPA8XIK_0!!=(.0_MM\44%_8D+%5:C_!^$ORC%EDX( M*.J8\3]-Y.'"L=#:<;J[$%0:?0Q[>]L:CDI:#[")B]7]P<=S^,&O)&OE>RS' MZ.9[P7AM'8XF1%%N;SUUP97/"!6UF-7G6T]\P.5.^*/&M/(Z&Z)7?5#FNH_4 M7'_B@E[7]WPDJD:X6F1BI8I#_.L>1)43TE!%Y7H<`JP\BTK=<:"RD.UCW8?> MKE/917>AD:LM\:4[%%'QV]T/I['SI/KKDQ!T&F)1O_I=[3;&3F\$'"[HZY-7=B&H3<54==?Q8B@[<=@,SD;L,? MJ,4D?XW[=R#O>R`DR%K0&&2T,&4)KCYH"S#>\YCR:'UO/YPF0=3;#BV(-/;_ MM`CDE&;,H\[S?E]?U`[8>+5%ZUVL>$22N(_+PO*]=%Z:AN3<(J4X(@?9=DT$1U>HR>L M-LFT*:BE%'0U[^V@"NT337;\WJJSJ@L,3R%(OT8D:9U8_ MQ,Y!\X]>ZM3:=>C69,E_ZN.7`+DQ=-T4:5C#T'/D`4M\EF8*DAR`$\<%2Y0> MM$F[39-]YB:^],[Q]!>_3>ZM];%Z>9M\TOX74]\.33L7V5O!2$_<:OCDL(5\ M6YXP)ZG\852IT%;OOF:%VPHL]I"JZB'/]`(:$&XO0_$H7DL-`[52^:)& MOK#V;-#$TQ"E`1.)3:EGP^G4DD*$P)V_ MT&'+Q7T(J7>Q'BD(JA&PO M;OH/<;Q[-1@1CLWA-]LHWW@Q/!V?S\X M[/:NLSFPDP)_,!X.+P:!XX7]U,*K8"UC)'#V'X^[%^LHV#FQM_)\+WY*;/5[ MP?K5V_LPVCLK'Z`^CJ;..K.=O"F9#[SU/CI$V_@EF!M$VZVW=LLHYX/Y`"S= M7H?'8!G$A]XZ.H;Q37^<'^JEOWF[N>E?]'OIE!?1!D#\[M_'*/[B-^D_G_WA ML\^&__K\BW]\XV[^^=WOR[_[[O/^(!L&V00?U-M\.:PU"[].+0].,[B]WD9A M,9'))^]C6 M"3S_*3T\9@>2&#A]+O#`(^S@(!VAVW%6#$TVIRL&@\QIPH[@.04P)8<=K)^3 M\WW%G,A8,_%83?@C8R6SJ)^7L;'*<5'BL,E8N:_0./O[U4U_N02Y&`V'C%;L ML)8&FR^&,%YG@UW,.IO99#E97AJ=&8G%LM_8@).E22H%`RZ_O'S=&9WF!^/- M[B3#764`2SBS+'J0NC7Y?;ED/UW$2<<%S:C'H%>+O_2]^S`MMX?C#IJW]=[; MQ8RY*GI;G6TR-U)Z$@$H%/J#%[B'WCOWQ]XW4>"$#"0NKM"WEE!JUD->TQNP^7 M\*9W>OWA:0PH]AI%_.V(]AHTOX MW\(8IZCBZNKJ_ET,II.$Y)7IXCVPHW[Z++= M%F,TE1',`,%\39;\)J3OE"FPT6DY5Q$"2UY%""QY->G&#'KUTKI7$0)+7D4( M+'DUZ?8->A4N(%C.583`DE<1`DM>-=9\GA1X;MVK"($EKR($77LU6U8MWKQ9 M)MN6YEQVZO?7<;PRIQ[]T_L'_C:`?_ M745Q#-(SI";(SI!PX]081\(J(J0:!SBGS*3RE@E'A.:IS!7TI MY<;=F/TD>P85,Q6<49ZGX(2*60K.D)TCC9O,N\1XOIW`Y+D"R3.^R-(G=KTAO:PG+7?5TQ6:1[,&"VKE2GH.:!#IY-MMWO[`+M_M]>,6W?H$]Z.Q&X;8G57L)6RE MGUZFK4[Z!L;BG33FGM1S=CO_Z=TQ6+G[97*36C)$K7B?7'X- MW&2?LI^:^7H?Q>XZ3FZB2ZYC\/!,.'A&)T,R>)J,/^6,#SQ)\]%D?-@'JW0B M\&)U?`@NZ?%-Q@.[7?`4U.`"'-1U>$PB@-V.#`$XP08"=GOCB0,(3QL(8!69 M(8``+1``G)JH:)('<,4R'Q)BH!@2QF]K2-"8;)9DR!9GR9-?&+]FEDLBOXUH M1GH+@5[0#&]J`#0:DB>QMB0&N1TRK:``WM10L(2J:Z;DC7B:;XT0)+J`H6`$ M9*".$7-1B307QBP`U#-R9[`/04'!I,@V!(!C!0)R!-P!8A^#I0J,H\%2"<80 M2`WN,"=P-)`*:0D#X+&2%46?,"(5HT,:$`1;"HFB`>Y-L^,)C,&61A:N&-N2 M2`3!ED)B3]B22(S!ED8B5]B22`0!&+&BD-@3MB028["ED84K)K8D$D&PI9#( M$Y.6)7*`MTW3352T?SJ>SK4V4'N/6^%.*ER:SKK>N'.?!Y850MK880( M0;#='=L86%K8Q@`ER#H&%G,G'MBJ02X1EW`&RVR!5`@#@>VYV78")N#_02N% M3D&$-!>D!FK(5F_=AB.:^1B"V^C@N&RRNRC4JA1;POV M@2-J4J;'GJ!ATIL^ZU'75-D%"I?V![7H3.=VP_1J4_C/,MME@BR]K;36C:8[ MAH9N;#.JLK6.DEKP`+&+-W6KK[O3-2-ABX4)TT*("LOD^29='<)E4JAQ'0G?"54;:]236I%GTK,=P-5PM=VFXQ<909M.GUBP MF80KJ!HTD[F[9;AF:*0"[BRIZIUGZO+QFJ'SK%7:##@EHJQ7D/;1&LV:=N`J M.1X@5*ZH6VE3SUL04W0URZ/.E[9*GOQEVZKF0A.N!!#RY!)TW5J'6TF57,-+ M,D'^BBL28-#GO7)'F"S)#&IT(>5TD$8*3*H(YPP+B52E_V9;=\E,>W MI:R\Y#/AL9^UE%)Q$-!%M4$JW-LCKY7@:UB8*)LBA)1.Z=0U)[6=P_T4Z%6I M%+C,0NZLDDMB['Y'8T4?.[LA>P2@(-.U@M$D/F,$&G&G*;:,@#%ZM<^S9 MSAV?KC>?R2Y3W25$@5/MY>:C M1J'B@:[7!QG,)E$"FNWIYG<%9KOB$*-#H4GU'SXD7UTUN14_2,3/(9A! M'5`K*D2I9-]C4`>19HLT8!41YTNDH"V11J.1RYPXA,.K8D'8!KZ&C5([`%7< MR=UI%86:ECN;UF2:#6]],+TT;P2BJ!6I M.GP"JLKF3!"G"B6OP;*#G^@">%KT98E>`,Z.G+\X-<.,P_195L'7.K2@`BJ$ M\L$)@H`V%F8B5M2SH><^%7#+-.@:LY'5`RG0Y?U#==1::6EV%J6&ZLQFP?0X M6SO9W/&%Y-CMBN&V@Y^\EI01NFU*I0T<"3NK::U094I MEWVZ3V>?L/.1'90K))-;06C0QR:41K9+DTF!5OC2`(6%\QB;\IH7M M!=QQF\6KQ*=6L!K%JP17ROW-=0HP9:(*+U?GV^\2="*9TO)U,V%J'Y_16!R5 MMEYH)WEFRMD!7!UZ@<36LD=K'<,#U$H3IX-PS+8W3UT<21EX4U=[%.10I1/" M<&@Q%."A^<%%IX*%C=\:-3J^X@(ZFVCB(VSCBIX.AVT'&&ZNFG<#W-90*1LL M5-\&N:N%5J-8\"-!U,U0K='"J][;\.&>8RSPT79`KM%@:)]=>W"Y9;*L8DJ% MTXQL<=$I80'_519Q41QJI;5.1>+NT0LBKS.`^"Y5P+3*UZ3&V@X5AW+1".CB M1A..=:/^,T8/1JA1.*#URC*@05F6XD_8\>1WB$R2ORM=^R6C"#<).Q..;@OH M)T6PZ<=6&NS/CTUC*>=,`W3<&\Q-A**6YO!RXVRJ&KZ_BV0ONSQ=M[&@5=:: MJ6+[^'1:/*Z+31&H5'6MWG/$I4*0?UJQE.5CH1?9$27"`-K95%W1?2RM]E3" M4EN)CNV]G>[T4[AV*W,3"UV]2[4U&NF+01-]$82L%!ZCE-:CDV%4"K,LAQS' M$Y3ESEH&II8:-(1-^\%R=9;!30/V#&8!+J(5_,QF`;&2:0>_#8&:0B=!K[=I MT6RR#6D#GVPP2Q$H>`+*.H%MX),ED//,`!$Q>$,#4":+C$HM!^4SS=+"V:%F MX6!EKSN])0VWA/G>!N>)90[=@'E5;*F5;OF1B0JM7#,9R^7;`R+'%*NP,I&2YW`R*%^`79]\=#[&V? M%/\>#XHQ>(G45.!&K20HNU4ER@3Z0\.,5M&F03=N;\%:S& M"YR_?VI9$-0!6\H_=:!G%=_J\#'/['7E0J2\FUPG=%HU3DOX/@G`:+N>N]<* M$Z&%1$;_I"J?-*\R,/5:MN[B`35IP.@JWS,JT4O#URR1+"@K"AX!5":2(FJ7 M,HZK!;V#3$BV69*E4)>52AVV%?)I>,!=:*V(:SH($NA;S4A'2$"750KW->RJ&K7(-/%;5'#J+$MFTYE"X M4B1+-Q<:81VB[K4H!+K-O#RXD20%ADF%YSI,6SK/QBFDW?0%F^P;GR6K3X/OL) MW$]:*0P"_W,U%.,07AI!CPH1;^H.+DD+9R,).ZS-Y5:JY,4=IJ7OL\DW<#\9 MH)R;'F08+3<@5&FT6BR:DE.,R&G@M,!7%F%1,DR8KM/54LS$VDL MO1+#%]$8."E`U86&JR\X_H02/)+.U&H4&IJ7D55T9MF1*N2#M>O[WVX/M]?L MQ?OXR7]%[TOU\QH?J,G\_[JZ/FQ%[*_ M!U_#75!1<)<>A#]\R6[HL`6-2[JA.H:%$K8%S8.J+;!PLG5);<&E M0%5;,'QJBST-@W`!.V'H%VX(H4<4%IYQP4>YGDMQ/J_S(Y!OA8E.6 MP85M%7X$YK`MF+*JK<*/X#AL"Z:L:JOP(R!$MJ8PB*JMPH_@!6P+PDW55N[' M*>5^)LG]1:4?::RR9W]E<&%;A1]IK$XD8Q7;*OQ(8Y5-6157X4>PBKF'7ZC: M*OQ(=6(JJ1-XCH4?*?Z?*RJ-^+%DQ*=6"M_!*\01:R1D.$JM%%ZC43Z1 MC/+42N$O&M]3R?A.K12>`GMH1E/XA?R,=[X3.G&T?^I] M(6AC#6QE`?W:=C1?>]X"74Q$G!+&.2L5,G@N4GI&D MQS(T<':*AL;?2%(I,C-P=FJ&BBKKGV0F]3;<'7,/42UEI5O&Q%=>^-'=T,BA M*L&^]TK&TCOW&.^=//YH2K$OPY`R$NV#P@:5B&%5S_@NBMV,1+840KG#NG^9 M,?]ZC!&-["QDA/U9%!DC'[S8+X`0$PR6E(DH+J;.`A+#D+3Q=V3?\_;^XNYZ_?+,_UB-EW/8ZF-_V'.-Z]&@P. MZP"&L M;\#(JX,/G]J?)GL"_[XX=M-';U+XR6,(`/_V>I!-8G!@BZ?W;)#;_PD```#_ M_P,`4$L#!!0`!@`(````(0"A.!&PO=V]R:W-H965T MYS(SAV3*6K'W2W0!1:+O3Q[ M$BFT?[^4*,DBY?%,^Y!TR"/JD*)T[.CAP_?K9?2MJ)NRNFT#$4Z# M47';5X?R=MH&__S]:;P*1DV;WP[YI;H5V^!'T00?'G_]Y>&EJK\VYZ)H1Q#A MUFR#<]O>-Y-)LS\7U[P)JWMQ`\^QJJ]Y"W_6ITESKXO\H`9=+Y-H.EU,KGEY M"S#"IGY/C.IX+/?%KMH_7XM;BT'JXI*WP+\YE_?&1+ONWQ/NFM=?G^_C?76] M0XBG\E*V/U308'3=;SZ?;E6=/UT@[^]BEN]-;/6'%_Y:[NNJJ8YM".$F2-3/ M>3U93R#2X\.AA`QDV4=U<=P&'\4FB^?!Y/%!%>C?LGAIG/^/FG/U\EM='KZ4 MMP*J#>LD5^"IJKY*Z.>#-,'@B3?ZDUJ!/^O1H3CFSY?VK^KE]Z(\G5M8;C7? MOKK`3/`YNI:R!R#U_+OZ?BD/[7D;Q(MPOIS&(IH'HZ>B:3^5*Q>!,,ST`OG]N)DA&Y0G?9J99.(OFRY5* MU.#H(H- M6+\]1F(=/4R^P>KM-2C1(/CJ4!226H@LO(R\\RR9:YD`78`/<)SB*>VS-(+O>L64*P9HP1!T#NV MRDLZ>VH0EK(QO#HD,PC.%Z;A?,4RA%UE.D,"M@'D:]E`9\PHH01!*]4XZW7( M,DK1O79BS!ADYT808A$*.D.&_IDZ3MQZ0V\[_`UI::6D8?],:<@$03-%>AJR M%4Z-U];8&.3F$.&?M+*^<6<'X*0WUC,PQ6=,C5^R]`8),,Q MK"*K<6;\G..2<,2S@O2`!'AT^5Y#D*8[#5F+I,9MV1J#8AN'+%R&;K=GYET! MR):33P/\J"/T)8#2AQ9F"Y@@"-K,]CG?=09A,S`&F<'4JS9ZW006KR0`F.$$ M)(`F,%NS#9(@1I>?4T-%N*:]EADO;QT!FC_,72$H>:@^VVV) M1B']Y2+D"6B_FX%WA)`8_BF4#<<@+26D1G4]98X59?9R85P3C1IJ)0NQO60M MSA*Q-;`0;Q&D&G5LU09V1$>@6($"V-6'%6"'0Z)1@ZPQD#J$M;@;2Q>:52.S M<3W64I(8:RH]`D4+YG")LX,ET2ALG6CM'>3:/]PZ1A[E5HZG_*C-[!Q>$E*7 MNB1LHT@S;90>`1*(0N9L/Z;6V;7(`#QSX;25I3+U,$3!G%MYQ)@%BO[#&[Q56BE4/;=0P1IMI1R(?SRUMK[#&V9$T%G60 M\UUGG!Y#J5`=PQ[9%*AA+MD>X=$H6%S;Y6P/I1;247;5T]<>/<#M^=?$1TB= M&DX#ES**]=8%)WDA( M(NCN[),D1&'OQTQN4X%>^+2KY@N2&\$_F;+A&&071STZZQSQRNUEQ$J6:!1F M)+S-F%J_;3-KD3O#?Z"T;KX&$=5/KDC*[=%ESQR)1@UM#`OI&./;Y<"@S!U$ MBPPMSCO'+;)TO_GV%B%J@$!J(1WK-P=E[B#*^DT=C=ZEHQJ%W;%8>X]@VC_8 M\23&:NX]$UN_US!0+Z?T1D8.H*66 M:M6=E98EBABLH3T+>K14_E)E16DLA%]@`^AX&HORE);,QO7I*U>J8 M]HA3A+K&2',EU2BLU-A_J[/^CK/12\79?Z_3(]PV>NW%+J(*:\O]+EE5@Z4@ M=8O"9=5".O)$5MF3@`NG;?&FA$;OD5`-TK46$5_M5`/#\]M)RSG3E M]G+BPJE1^/O6EOFGG MFS)BHI-+&6(],(,S"']W]G\UCE&VW#.$KV6B,?(-RBZXB/E6[%`FOYUORHB) M,N\105GC5YG[DNB<0NH),XD10YA'<$-$CX6T@W74[4ACR@B*4J?2IX[JP:+[ MFN@\VVOJB"'41;1@[_QI;&&&Y\XW9<1$J4M]8OTR6'74,[=?^`&6P'V3/&4( M=:@Z?_[N8!UU.]*8Y.65#@8FI(Z747A7N;D?XQZX.%.73]P>;5*UA9E]%VW@2@$X,OO'6-[`]4:*80CL M!W\,]"UX8O5+N0T'EVGW_%3\D=>G\M:,+L41DIV&2ZA/C?=N^$=;W=65RE/5 MPC6:^N\9[D<+N,F9A@`^5E5K_I`EM3>NC_\#``#__P,`4$L#!!0`!@`(```` M(0`^[AZX5P4``)43```:````>&PO=V]R:W-H965T0E)U?'RJ7'8!FR_?V[/SAONA(=W615[@.KBKR;[ICEOWG[^?'A+7&<:J MVU=GTN&M^P,/[I?=K[]LKJ1_&4X8CPXP=,/6/8WC9>W[0WW";35XY(([\!Q( MWU8C_.V/_G#I<;5G@]JS'P;!RF^KIG,YP[K_#`GZL1 M]`^GYC)(MK;^#%U;]2^OEX>:M!>@>&[.S?B#D;I.6Z^_'CO25\]GB/L[BJI: M'ZK7 M\_@7N?Z.F^-IA.5>TB$U.<-,\.VT#:T!"+WZSJ[79C^>MNYBY2WC8('"I>L\ MXV%\:NA8UZE?AY&T_W$0$E2<)!0D<+U!,9;JHQFJWZ<6'^0JS;!" M/Z.9PG7-2:C+R01DKGBA0W(%48J590IS8:2B5!A:Y_,8H%C,&!:!2C/U0A'/ M$XCB6%>4<1#4CLJR@<@E0DF6AG>'E!)AZH5I9GIE.5#KUH4@E00HA\30R4$) MJQ84!5ZJ^W/NC]AF9*6@#0ACSTSJ;("64ZC?F49>R[$'1X"42P&67$-.QD$1 MD[M"R$.&7.Y/9S%'1JT4I=!"6GT4$@68(26!/E_&03RD:.$M M=7?.W?.(EL8:%G.&5>2EP?QCKH_-MYKXM/!B+3RY3-1JQ60L0\9!/*:':&55 ME?2KVI<&>F@]1*EGG`&E])N53^\FS!-2JRH*L.0:[!D'";D+Y!DEDW/_?`UB M8Q4+C2+RC,U>2K>I'SCOZZ<`2[^A+^,@KM\0EDN?2K4TL%0'9JPE=\.W.C7B M*5U:?2"X9[@OGB$L]<:&RP2*RT=FZG+AGBL*$3+*NM!(0B],M<]4X:R?E1]Q MZG'27G>WR!#OAOI1FQ@[.1,H46;AE%6F*1?NC^+D4XED&850?L2AQT7[WQ27 MW."(MT4C&"/?F4`)'4%L;7$%4(6G++3R;O2:4@',78)HXYN4WF@>#&%5FK$+ M,X'BW6Z9I%;[$(#Y&EC]0R.YT8/*^R3Z$M!N.06FEH`W48U%G8IE(SZ=)I$S.DI_>D\Z8WEVZV MS0QQC"$]-9O8!)NDJY'25&HH73KL:%/ZW:Q3O'Z1+P)#<]*7C26YXP MD*\_+#88]BK$\JS`LZ)LOG+!NY)+ M=<1_5/VQZ0;GC`^0H<"C)W'/7ZOP/R.YL`?E9S+"6Q+V\P2OOS`\GP<>@`^$ MC/(/G4"]4-O]#P``__\#`%!+`P04``8`"````"$`VWA:[40#``#Y"0``&0`` M`'AL+W=OS^QN[,P_/E>E]T2X MH*Q>^"B(?(_4!=O2>K_P?_U\N)OZGI"XWN*2U63A_R7"_[A\_VY^8OQ1'`B1 M'C#48N$?I&QF82B*`ZFP"%A#:IC9,5YA"8]\'XJ&$[S5BZHRC*-H'%:8UKYA MF/'7<+#=CA8D9\6Q(K4T))R46()^<:"-L&Q5\1JZ"O/'8W-7L*H!B@TMJ?RK M27VO*F9?]C7C>%."[V>4X,)RZXNJ'R[G.SV]*3N+BOR<.[/2)T^U76A-(-I1)%6##V*."?MFJ M$"P.!ZL?=`&^A@CY0-5:WRN.0K+JCP&AELJ0Q"T)C"T)2H,D3B?3M[", M6A88+K503,@5A5)4FB,0DW>JUF-@;"`Z-,R1I-H'CY!D8L6E`U!*$EB M%[2R(%5K19W;@'>F=I>L+4)U%*CM)$,]+R1;J2KJ2IWV-&0M!'B[/5$R[J%6 M0Z+1V%66WX:LAQ#(W'DKQQ"TUH4A78-1U-5`S2IC-G-9&SA'5A9R]@6;H9[H M(0BED\0%K8<@8!IU($`_AAP9T+4OR%!1 M.#4N2YU.)YT1W8.9`<%F73_T$*N;B/PF8GT-X3@9O^A$11<^]%,G,D;]URLS MH&M.+$*_Q&X>(QOXE87T,X;M07Q_E7I1+5_/ MK\\/[^J?K]_NWWZ^GAZ^#$;//^[#Q6)S__SP]'([>OCP>HV/\]>O3X^GZ/SX MU_/IY7UT\GKZ\?"NXG_[_O3S#;P]/U[C[OGA]<^_?O[V>'[^J5S\\?3CZ?W? M@]/;F^?'#_FWE_/KPQ\_U'G_*U@]/(+OX1_,_?/3X^OY[?SU_4ZYNQ\#Y>>\ MO]_?*T^?/WYY4F>@N_WF]?3UT^WOP8=^N[Z]__QQZ*#_?3K]>IO\?O/V_?PK M?7WZ4CV]G%1OJW'2(_#'^?RG1O,O6E+&]\PZ&4:@>[WY/]_\Z_\I. M3]^^OZOA'H[W>/ZACJ3^?_/\I'-`G?K#OX:?OYZ^O'__=+O&6OJ(MPB%7]-(97]LK>&*J?&*KWW`*56./PZPPSXW]EOP28 M.NH7L+VN9P)(&/V+,0U7=[OU>K79"2D30,[H7XSM)&,]`QE`TNA?X*C7Y:FZ M=$P_7?+GRC$)('_T+W#4:\\54BBXY)#W7._'JWN8%:*']X?/'U_/OV[45*N& MZ.WG@YZX@P_:F9D/3-[C#*$FJD>-_Z[YP4I=^V]*_>?G4%W.'^__J>:<1P,= M#*1^(!6L5J%-'9'2,X9V'C$E9DK"E)0I&5-RIA1,*9E2H7(Y#W(2-2)P$@U3 M6J9T3.FGRKT:&QP@=2'\K0'2O#U`.Q+SP2#JD#@\2S(VB,!I1=QOL-DO;+.8 M0VN;2#@1K/8D?U(\^B3`C>TH0P8BS&=<;_:!;5;,0.O=RH;*&6BU(;U880"3 M(&T_-2(08X/*Q(B<68L,6'6H3*RV]K%Z9)25E4!J-F0)M%S@!:V;U=H^R850 M+<^V\\,(J=D1$X8<_@@$Q!R!X#2)12(1B50D,B`@L!P$9V"%2)0B48E$#00$ MUH#@#*P%`DPZ$)PF/1#*Q,H*-9;3K(#I7OMIL[ MF@EC^VK8!PZSNF40!'?DDHRG[+>SKY5JVAYLUFMZ@'H$+A$UHS">8+#9 MD(NOI7QG'6&[WMV12;:?6%B#KO8H))&%LH8V"*D!0;NZ6RVF_Y$5O9K"J^66SE$UM$-P#0@ZN-4RI`8MM(-!!\)@H.^8[-/OH5T9 M6.F@=OQSZ:!E.QW"("`Y?!@AWXP`!(09@>"\\&*12$0B%8D,"`@L!\$96"$2 MI4A40.A1^FW%5L(:VB&L!H3!8+VDP]I".QAT((P&;''NH5T96'F@RWOT-G"U MQDVB;K;S84W6X<.(^+(!"`@V`L'9Z;%()"*1BD0&!`26@^`,K!")4B0J(/18 M+?=DSJBA%8)J0!CP[8[.2"VT@T$'PF"PV=%)I(=V96#E@BH2L5P(MG>J&@:[ M1$W8Z4!O[@\CXDL'("#>"`1GK\=>@HP75#W9%_>>_U9&:6KB=.4@CP: M=#N1@AU=9@SD2R5$8,@B5"[=1;:KL8PD,I+*2(8(1)>CXHRND)%21BI$=%+M MZ?ZKQF:(K$%ER$([!5ML!+Q#1>,;FK,]-BL#.R%TN8NN-Y.BA"XADQDFH'=^ M!P-Y$V/T<[G7BF2C6$82&4EE)$,$^C-'Q9,8<$I.I)2]5(CH@5NM[^CJ8]K5 M)8[3S9KL*1O+QT95O:=;X`7QV%[AL;,\KM228R=@[_=A9YBNA]$,LUHT&F?;4A;B+#>'(UEI%$1E*#0+S[?4`WC9E! M?/'F\I$*&2EEI#((Q#O3O[5!?/$VQ,W,:;=7N.FHFRV[5^O];NP>*_5S2@!C@:8]M"6+*,1.KE M[\3./#712)FG$7OOI0K_M.2CGXABZNT7&S[YC8#5/63:CM")U6[)A9(9P!=MCDZ_;V@"^:!O;"3_E]@HG'7'"EKC> M[\1./5UYG$QZN-J@;NGL_*-^Y#ZD).R:(E2<1K&,)#*2RDB& M"$27H^*,KI"14D8J&:D1@>@:5)S1M8B`48>*TZA'1!G9^:%+D9/\&-XXF&[] MQU*E6HIPYSGS0%*_,S$DP84BJ]D1$0@[0L5I%,M((B.IC&2(0'0Y*L[H"ADI M9:22D1H1B*Y!Q1E=BP@8=:@XC7I$E)&=)[I4.P@'!+GU7:S;LUK0!4!H#M=[A43V$FMW%D_:S1'T384`>A.L:T:F3? MP;7,04<=K#:TZ_NID9TCNH0YR9'Q[26K5!F,5AE#5R^!V3V>71%MCDZX:1C3L@(]GXG5NJ%CB+[H)-\"Q:DF'\PE"=5 MCHC`Y!^AXARQ6$82&4EE)$,$HLM1<497R$@I(Y6,U(A`=`TJSNA:1,"H0\5I MU".BC.S\$&KNX5A8%C;>AO+F"52H(>Q(-HIE))&15$8R1""Z'!5GIQ8R4LI( M)2,U(A!=@XHSNA81,.I0<1KUB"@C.T_47FFZA,'&.]2Z/8^PC;=AS*JUHEO@ M([9#I!$JPURL7J2Q9_S8;F?OX21V>T#M4[N=191A.T24HV(B(J7\PF[?T$5C<(Z!,[/'7 M56#_ICH<"\7^3;6!QEP(@P5/AM&+MG4X4B;IZ.<3CJ;9ZA@2=H0NG,,8RT@B(RDB>AB7^L[;GOLR`_BBS=&) M,]I"1DH9J1`9DH[V;&V:?;$VEHN9$VZO<-(1)PM6+?`[L=..U*II+5)_`)#F M7!"0HLC!4-XM$:M9RT:QC"0RDLI(A@BL'CDJGJR"4W(BI>REDI$:$8BN0<5Y MZ!81,.I0<1KUB+`E4:A9AU?5K`WES1,H:T/8D6P4RT@B(ZF,9(A`=#DJSDXM M9*24D4I&:D0@N@859W0M(F#4H>(TZA%11O9\XJA9AU?4K`TSKERJ9$WV:T=L MAT@C5/2,O%G0Y2.VVM7[\61/D]CM[',WJ=6N(O*^#9@A#?'EJ)CXR+Q96.TJ M/G+&I=VNWB^RE\?*:@_I&Z@U-D-`#2K#$J;>OR8+;HL`F'2HC"9+&D2/@#*Q M%;;14`/6$03J\TKD?N08CH"U\K)M-#AQ)G5LW'AFIT1&4D3& M:!?T[BB[(MH&3GWU[AI"-.UG2&[OU.K*14 M3_BMI(2JTJ"33%2?/K2[^6`H3]X<$8&Y.T+%.7RQC"0RDLI(A@A$EZ/BC*Z0 MD5)&*AFI$8'H&E275U6G#>7-$U:=EHUB&4ED M))61#!'HU!P59Z<6,E+*2"4C-2(078.*,[H6$3#J4'$:]8BP/'%4IY=75*<- MX\V.TXRLP4K-4W2=%59J2\^0$(G&.T!,4Y`K&,)#*2 MRDB&"$27H^*,KI"14D8J1/061GVC"]TKU`A`;`TJVD1]PQ.]MVH1`),.E=%$ M?>Q]NB,EX]DCK>SM-%%#+.R0EQJQ]R7T#O-@&&^^C&ZF\PDHSA&)9;^)C*0R MDB$"'9RCXHRND)%21BI$]$BJQU-DQU>;]NDFEWW>T?*Q)1[:*SQTM@>^P?7[ ML'.*U))QZN$U9/X9QZ583#TB`F,5H>(Q#C[8/]9+O]&77/51?1$D*4KV?A]VAI'Z\\S[L$M>BN8? M>C00;O94<9FLK4>#3/N*?>C1,)YKNF;V=G!O'%F\M'*F2D ME)'*(!#OAO=O;1!?O`UQ,W/:[15NNADW9"WM_6[L'-2E9EKW5K?]N!Z.I>CI M+*>^6X;4_@]+L6!]1`0FD@@5YRP1RT@B(ZF,9(A`=#DJSN@*&2EEI)*1&A&( MKD'%&5V+"!AUJ#B->D24D9TG*K6]>:+;Y2\F'"G/%'-<`@)A1Z@XPXYE))&1 M5$8R1""Z'!5G=(6,E#)2R4B-"$37H.*,KD4$C#I4G$8](LK(RI.5HW`\Z/8- M&GL=T3"^[$`$@HU0<08;RT@B(ZF,9(A`=#DJSN@*&2EEI#((K%'2)X/0(T3: M4`?")X.8@XXZ6.[L1]!V]::?.K`SB)26825:C97@Z4JDGCR0C<[!4-X<8B5E MV2B6D41&4AG)$(&1R5'QY!"^E>Q?Z2D)5&[&F&U8$,XTV1T'FBBF^4'?.EWI=GO*X5]^92#OG#/ZF2-J MT5:U'C)0!T-YIS*H_\)D$CXLDK."4G4LI>*AFI$8'H M&E2::" M,U+>>0,0"#9:@>+L^UA&$AE)921#!*++47%&5\A(*2,5(L.8D4>3-;9"8`TJ MFE_16[`6F\&@0V5,"IX3,`[*PLJ)-:D+S^QZ!\1.#U:[,8PO.1"!H"-4G-T? MRT@B(ZF,9(A`=#DJSN@*&2EEI$)D&#OV_E9MVM4(XK+.:C>V#_:5O^T5/CK; MAWH%A-R)^WW86>6H%:]G:L6L=F,@;RY!715&*Y*-8AE)9"25D0P1B"Y'Y3*$ M9/M4R$@I(Q4B.I?8K6>-S1!9@\HXT]A?/DV_WJ9%&NP[5+1]2-]OZ+%9&=@9 M,E[L/.+5(_GUC5>2.;5G#44DH<+2OU! M";)X'PTP[1E6S4$GSA&+9221D12185"#%7T.D!G`%VV.3IS1%C)2RDB%B*-O M:P/XHFTL)RM^RNT53CK;B?J0+EO[QC1P1&)GGIJ.IKOL(?-4-0AVVVO=;F^G M5#6'E$\/AO).;:.CR5VZ;!3+2"(CJ8QDB%RF-HC7DUD M.HSS"*\*LVK.6JR.'A&!8"-4G,'&,I+(2"HC&2(078Z*,[I"1DH9J1#1JQ/_ M7@1LAL@:5$8#ME5H$0"3#I71A'\O`@+*Q,X*4@O&K!@+M6J+B+/&S-LX:[&< M>T0$@HU0N;@FUV4L(XF,I#*2(0+1Y:@XHRMDI)21"A$]9EOUBL/TLU/T[_74 M2$.@#2K:7GUDAVPU6FP'BPX5;:'^$BYYR[?'=F5A)PDI!,]M@GE-F!=WH.#K M[-KC&A`(.D+%:13+2"(CJ8QDB$!T.2K.Z`H9*66D0D2/'?\#L[5IGVXL>7$' M.G?P04:_O<)#9T>QI+<%O=^'G5,JU.GV%B<>K=O;6OX!K?4(>76H>#()3LF)E+*7"I$A"^A]:(W-$%F#BC9@?XRDQ68PZ%`9 M#"+MK&X63SG:BWCNF$Y??B9UY MNK8Z\]+I9JRY3K?5H?KK%O83DH.AO'/8Z&A2M)&-8AE)9"25D0R1RQP&\7KR M241*].OT4LE(C0A$UZ#B]-LB`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`A M2#&G$BZE7,JXE'.IX%+)I8I+-9<:+K552QZ7>DNSAT26OOS4\VL!>>NAWGQZV(V,-3Q@LV.6# M&/1\=+$$*>92PJ642QF79_M;XC'6I MZ>7#:W.'[4B1$0K(D[/C!8/AB+@4%2RZ6. M2[TEC2-T__;]='J/'MX?/G]\/KU^.QU//WZ\W3R>_WK1FS7]]!3EF]?3UT^W MJML_:$^J,TG+[YO]![U!Y"UJ'Z=L%K,M@6H)9EM"U3+LR\EQ#MNE:EG.VJQ4 MRU`,IS;!AW+N*)4Z_)Q^"#\A-^:.?T3IW&PO=V]R:W-H965TX!=8+'8RW.:NFTP25PDF>F'S^;R_?I>U[<)1#A?'Z?OM]O'=CZ_ M[M_KT^XZ:S[J,XR\-I?3[@:_7M[FUX]+O7MIG4['>1)%R_EI=SA/=83MY9X8 MS>OK85^7S?['J3[?=)!+?=S=8/[7]\/'%:.=]O>$.^TNWW]\?-LWIP\(\7PX M'FY_MD&GD]-^^\?;N;GLGH_`^U><[?88N_W%"W\Z["_-M7F]S2#<7$_4Y[R9 M;^80Z>GAY0`,5-HGE_KU^' M-%FZM?=C^/M7\WGW^K#V_L-RKU0 M+OOF"%>"GY/30?4`4-_]:C\_#R^W]\=INIPM5E$:)XOIY+F^WN1!^4XG^Q_7 M6W/ZGP;%)I0.DI@@\-D3)."8&D?X-(YQ-LN2Q6K=7C[@F1E/^/S:)8%52Q@^ MOWC)I?&$SZ]=$'C?(67@KN\UIR5@<`5B57*6!&$6)'%*Y,726PK.49.DF&&?9VIVB(!3&EF0)^56$XM1@ M:7)J:42]J49AL['J`[W)2I1K$/RD(K+$%HC`29=H&'01B$`7B89!EPH1G")L M(IQBMB"*:O1Q"J6GV0/%S$U[KD'K=G5^6\UB=[C0PQD5O$1#%Y2E1"""^*%A MT*5"!.<'6QWG%Z]F<#+@#J,`+L7%AC56KC&Q*OW/IWB]B6:LS(5&;*Q$90Q2 MND$VFWC&+B/&@T@69.6ENPH&<18N;+]6:C`?RNKF(\Y6C$NN0=!3U!>LA`4B ML(0E&E0*63B!8PB6:.@!5SC&*ZV$'S]9G$HK`&,6L6;--29K"[U8;[QFUN-V MG1>LBJ4=8AG'/(08#R'M$-"-,[;BJF`(I\8PTW!2%,!-"JSPA;N$ MQYT$03JJ&"9`%2$>525-`E2U6Q0V:I=^Q%OT,(`;*+:)9`=X3E) ML@2(8ER/J!(J'5%J6ZU?&$'67GFL48'9%@3!LI1D&9RM(`@Z2;(,.E4$\2C" M_"R*[?V!W;9J>+QM-2I(%2$XZS)&R^"L!4'029)ET*DBB$=529:NFAY5K6A8 M5=FVFL,=L4J(WIJ3;,;:NJ!QG'))%G6V?HLC3X40`%TD60(L<1X>2Z5'.I;4 MLUJF,'8;=N[$&A4L)$)PMN6XDR`(.DFR!"A:5W)/$Z5(.HI>(;5@&;E/B%'6 M#$Z@(`C.NB3+H),@"#I)L@PZ500!)Y>J4AZ,JBNG8ZU-[,+Z>MJ`X/!J!?5R M&HF9A%JO%C.UZXHXPLB<,NQ>OPF'<%"D9TJ6(&EZK$SLO M21Q%O.$U*MCP",&"EC%:NE1Y:4`(.LEQIXH@O`L25S[QAF^'1S=I@PI1)0C. MNB3+,%6"H),DRZ!311"/:H^,/5W)9?7ZEI4C>SMB48%J2($9UV..PF"H),D2X"J=26W MFC`_JYH>537L595ME'FB44&J",%9E^-.@B#H)(TE(<'..ZRR?5RF8>6E_FS` MF4;>,R&#TDOZ6^JO:$L1Z2?.KL=BQG(G:+SCB#$"Y40(.+DDE5SISJ&VG&SG MTH+&WKEZEBFJ'G52)\O%#`ZM[A^C4"0:;6]CWO,1@S%[X1+^5N,>@N*.()(' M<4-4X1!NGGK4&\N3EF9VGGJ>D20HX%2BX*D!IU48@)T;[RF)&V2=\2T6S*A393NY M5)5&8@O&IJJ&QU6-1@6I(@1G729H"5!%"#K)<:>*('QO`%H>5;?G6X2[V_NJ MQH#T2EYG*=_1"@.`N0^K&B?(:K/@#SO%'4$D"Q+Q^^`J',3I@]25?"C@6[.; M$6AU]F0V-ZA0_0F"I2S)TJ6)"11!$'229!ETJ@CBU=\5;ORH3[7N&E$U!A6D MJ@-9JWK<21"DHXIA`E01XE%5+3B- MHX&("]=7E*Q@V2 MLKU`W!%"NB$2-HLJ',)M@%&]E_IZKT?'&)219QOVA*(PPW9>/!7CA$C3E-]C MBCN"2!;$>TY9A8.XN>G1>'`BT-;>(_#BB,G2/$6!-]BU!4&PU4NR##H)@J"3 M),N@4T40;WTH!<36ATU5"R389[K]SG]I(1V5405!<-8E6;K0;%4+@J"3),N@ M4T40CZK21(PJVPH4PMWU>E2,!NF&3U?>$Y$BU0#X23GS'D4:C`Z2P2M@[$&\ MN".(=(/`G1%[VE^%@S@MG_5(/*L/VF$W,TDW42P.[!5G!M4<,GH0/:20R/4 M0G#D0(3&[+N$7<$D6X0.-OY@1@.XO:!JP%1^\&MEJHLO):!)TX\] MW<*+XV"?TP7@6RD?N[?Z'[O+V^%\G1SK5\A--%O!"K[H+[#H7V[-1_ON_W-S M@^^CM/]]AR\:U?"U!'@18CIY;9H;_J(N0%]=>OH_````__\#`%!+`P04``8` M"````"$`XF1-@OD%``#]'@``&0```'AL+W=OWT?;$**=R;&SL\4PC*C$B!M#3,]]^L[BD MJAC2V7YH]<^/K".SDB+KY?/W]")]B_,BR:YKF4Q468JO479(KJ>U_/=?YJE%T53U862ALE5KBVL\D=L9,=C$L5Z%KVG M\;6LC>3Q)2RA_\4YN16MM31ZQ%P:YE_?;Y^B++V!B;?DDI0_*J.RE$8KYW3- M\O#M`N/^3F9AU-JN?@CFTR3*LR([EA,PI]0=%7)PDVL,LPU^HAYXR[*O%'4.5(*; M%>%NL_+`'[ETB(_A^Z7\,_NPX^1T+L'=3^5*=$FTN2V]Q49H)O5>6HO>BS-)_:X@TIFHC6F,$[FB,$&VB/=?8FHT/:FTQ!L1JEUT>Q M=;N[[:=M.1W2MK43E+V@N(+B"8HO*$%?4<`YG8<@]OH>:AU!Y)WB#$K0W_$2@8A.9= MQQGW0N8?<'AA5TKW+.2&!'[1R#W M$;D*G,ND%0MH*B"XHA**:@6(UR=P,O.+RP MXX4]+[B\X/&"WPKWJ21SE5LC`0(Q4PF[L_Y4\HF+7H8]))-,^%W$IH;`@=V& MA,O\6Y304<)`"1,E+)2P4<)!B1U*[%'"10D/)7R4",8()DQ@']X/DW;%47DM MPX.R\SQD%NZ)O:FAL?!`";TFEM5NEWN6&?UKY&FITK\NC5>[6I-!B`9OKP)C MH9VP^U;FLP$;3I]H6N&ZLD.;V:.$BQ(>2O@H$8P13'#0*@/_!M/;_-#+0I!P M&6)30V-!@A(Z2A@H8:*$A1)V32RJ8/U$9O.A2.DS=3CR@8*VLT<)%R4\E/!1 M(A@CF$!Y9@.ES2)4%@+DB5W"FQH:"Q"4T%'"0`D3)2R4L%'"08E=3=1!MAQ* M1OL^0:9#4>CV$8T,Q*F'=L1'B6",8.*#0&&LGTG:`*ET-D+(_+Y5KW+\IH'J M&9F2Z#CB=P@M>')K/V`NWNLX;*C0>DXO5+KD4M=YV$WL,Y<6 M-J2F1OR_Q1$=1PP<,7'$PA$;1QP'('D=<'/$ZI/(_O\/WN\OW5Q%NBQF, M(FRHT-K04*C4-2,N5+ABUX:>-D#.&0T5%-%Q*P:.F#ABX8B-(PZ.['!DCR,N MCG@-4K\M0GV$6\L^;H(>YOWG>!M?+H449>]7>L)&B[^= MW)T2?JD.[3A]0U9P$@/E,D[7R0J.5D3=)BLXT!!UGYY"#N@;;;49:G>KK:`> M)MK1M154Q43=T%90&Q-U4UM!A0QTI1L`G$G>PE/LA?DIN1;2)3["G*B3)92F M\OKXLOY19C>8*SB9S$HXC:R^GN&8.8;"ICH!^)AE9?N#-M`=7+_^!P``__\# M`%!+`P04``8`"````"$`9Y=TVXX#```R"P``&0```'AL+W=OLD^B/-:LT:A$ MLHIJL%\=>*O.VNKR%G4UE4_']D,IZA94;'C%]3^K-([JOEEH,')NR19+M5?$\6#WD6I^NE M#=`?SD[JXG^D#N+T6?+M-]XPB#;DR61@(\23@7[=&A%<3@>W'VT&?LAHRW;T M6.F?XO2%\?U!0[HGYDHI*F""[ZCFI@;`=?IB?T]\JP^K>#1-)D4V(ODDCC9, MZ4=N[L91>51:U'\11)PJ5)([)?#KE)`\R6<3,IF^K25%BZPGGZBFZZ44IPC* M`SA52TVQD05H-BZ,)Q#*TAS>FU.+`;$"Z?,ZSZ;Y,GV&J)0.].!`\-.A1ATD M!9Z.#`@NR,XD1NJ3S*XI',0&Q-,X"FHTTE4,ESJ#P.S>)NO;`X+&%Z`B;#5` M+JRV(1IE78C,*>3S0DV>C:_M1]`-7%`.%USG"!GIP)]Q9RWZ@Z`99FF6S+MC M+V#3((&1#@@FG08D0-`8"4:O$11!`B,=$$RO"!"$!*1(IMGEAW1@SQ\S2_OZ M/0?,2`=T?7K1'P0AW3PA<^_35XM'-P_2&>F`;M89C'0(0KKBM>@1&$(!?ZQX MP-"G&!D<#\7O^'#,KON8HLDZ'X\!N=TG*YDD?59\DW.L$.]EO MS:+/K2-!U`W]0OP!<-V<]OC-[G2H6^A,(P_+C1CQ('1]^)U7B'*A&^5)W\%^ MZ,)#`-XL`9*^3AT)HI!D.D_Z*O0YPG.`A`9!T=OI.+Q),'FUSL*C@(1F07$] M;!P*_!+J^*)O!1>GRY;O&\DC@/TD M5%%6/*BH/IE(X%!NYN?#J8*K"[[P:R;W[".K*A65XMC`JY'`*.^DN#(]F)7) M+CW=`2PR+=VS[U3N>:.BBNW@:I844&@2=QY\T**U;_&-T+#"V+\'V$T9[!&0 MOSC:":'/#V:KZK;=]7\```#__P,`4$L#!!0`!@`(````(0#;?+.!K0\``$1< M```9````>&PO=V]R:W-H965TC)GF([?_\NM6::CH^'M^]?AO_YM_]I.1R<+[NWQ]W+ M\6W_9?CW_CS\[>L___'YY_'TQ_EYO[\,E(>W\Y?A\^7R?C\>GQ^>]Z^[\^CX MOG]3+4_'T^ONHOX\?1^?WT_[W6-M]/HR=B>3Q?AU=W@;-A[N3[?X.#X]'1[V MV^/#C]?]VZ5Q/]T\/Q]5VY^'9X.5S^ MKIT.!Z\/]]'WM^-I]^U%G?=?SFSW`+[K/YC[U\/#Z7@^/EU&RMVX"92?\VJ\ M&BM/7S\_'M09Z&X?G/9/7X:_._?5;#(]ZFTU3GH$OAV/?V@T>M22,AXS:[\>@?(T>-P_[7Z\7/YU_!GN#]^?+VJX MY]KDX?BBCJ3^'[P>=`ZH4]_]5?_\>7B\/'\93A>C^=UDZKCSX>#;_GSQ#]IV M.'CX<;X<7__70$[KJG'BMD[43W`R&2WG\]EB>:>\]%A.6TOUL[5TK]_*505ZV=H_H0#MGIXIY8'>A7_0N8WMBQ M#O2L_N67XG6@;_4O<%1G=.=,5E-A-%6&M=FD?FE-ES>-IZ,&LLG#SHC>>%`8 M4N=C3'L/.FXN@?K2V>XNNZ^?3\>?`S4?J0$ZO^_T[.;<:V?M1=/F+UY&ZFI^ MT/COFJ^MU`5R5NJ?7UW'67X>_ZDNS(<66K>0^H&4,YNY)K5!2E^AVOF6*1Y3 M?*8$3`F9$C$E9DK"E!25C_,@)Y$A`B>1,Z5@2LF4JJN,U=C@`*G+X)<&2//F M`"U)S.L648?$X9F2L4$$3FO+_3J+U<0T\S@T-PF?$\YLM3*A`(_>"7!A,B$R M$&%TQ?5BY9AF\15HOIR94'(%FBU(+Z880"=(TT^&",28H](Q(F=6(`-6)2H= MJSOS6!4RRLI((#47L@2:3O""ULUJ`>SD@JLF/=/YNH'4W(@)0PZ_`0)BWH)@ M-?%$PA>)0"1"(""P"`1K8+%()"*1BD0&!`26@V`-K``"3$H0K"85$,K$R`HU MEMVL@.E=RU^&*I=PH-7T3B[/=0,MZ]G_D[,8D6S9-.VS>KM4S^O48#'I_B.7 MJ&?2LQ%)-9^VD^LG:-KOFO!<8ATVK1_!108^)3-:;!QL.AN18!.SW1G16<)H M7[BT/6O:/\+)#0/'=6GO%M2B)!9W(S*=51T+(P?4AJ6;`_7:/YOCS*";22Y, M5L3WNH'4$3!A2(=O@("DW8)@-?%$PA>)0"1"(""P"`1K8+%()"*1`J'W3I_N M:$)ET`Q1Y2!8HRJ``),2!*M)!80R,5)"[4192CAW(W5?!#.$)LRL<";DHE@W MS*R^`N?+%3W'3=.N;A(P:69D#MF"BP^$Y)4G$KY(!$#HL5@X#@TT;-K[`HW` MA3706"02D4B!T(%>Z=&L:>\+-.^ZN'*NA>RB[+J8KY9LHNEU8>29NM,0\DP3 M9IZI?0G93:X;J$FTU82O1$U[MUOFY%YE"RZLX^>)A"\2`1!Z_%;+*4NTIKTO MT`A<6`.-12(1B12(.E#>HUG3WA=H;KC@YUK(+DK3Q82N@56O"R/1='&OSKV0;A;OA1JH+RN`@("W(%@# M]D3"%XE`)$(@(+`(!&M@L4@D(I&*1`8$!):#8`VL``),2A"L)A40RL3("D>5 MFKMI`9-$K=-9@MT-M52S"'U2FPBRPFP0@%"WJ.A9]M-J1.Y@/+-].5IV;YA8HTNEI%$1E)$ZK%S9S1M,P0@MAP5 M;:*N!#(.=T5D]-MM7HZD9+TFMA.)D8D[-=K7W(7N;#`&(,$>E6:I6=)M1(``F M)2J-B4M'H4)`F9CIHJMW?=-*4]TCRP\9M;7^X%J:5@"!H+>RD2 M*2N&%@B`28E*<])LP:P08*F@*V>=5*"?"3I-9+-N*;7OP'TMZ?<- M(A#T%A6KD23NF^T.K3@%9CLK:H;8#A%%J-01L?IC;+;/1C/SWH4\ M;Y&8.'_>Q&QGSX)DV`X!YJC4`:J[';*>%0B`28F*-B$K6(6-"C?F#%H6%/8DQ%?1@(9"1&!Z")4K-'%,I+(2"HC&2(078Z* M-;H"$3`J4;$:58@H(S-/=-&S9VUQ=;OX,5U+]>9)XZBSMLA&GHSX,A+(2(@( M=&J$BK538QE)9"25D0P1B"Y'Q1I=@0@8E:A8C2I$6)[HHF8> ME=VVM%1O?C2.NOD!BC5<3_;KRT@@(R$BT)D1*M;H8AE)9"1%Y,K\GV$CQ)6C M<@4OL!'P$I5Z09J/)D8U<44^+*T09_FAQO9J?FB=KC/L&3:WH7KS`Q`(?2L; M>3+BRT@@(R$B$%V$2D]^P"E9D43VDLI(A@A$EZ-B/72!"!B5J%B-*D24D;G. M"&54_66P&]89J)%:(]BTCKKSB&CDH9'5KR\C@8R$B$"G1JA8#QW+2"(CJ8QD MB$!T.2K6Z`I$P*A$Q6I4(<+R1-10$9"1""Z"!5KI\8RDLA(BHA>$:;TXY\,FR&R'!5M,*?WC04V@T&) MBO54*D24D3F/Z%HFS0_SH6FW*7=V4X0_-=U"S=VNNYB/G.ZM(/GX9M/2JH*" M-3;V$#5Z_&!('%GA./[/R+&YR4U(G9A56_"S,CKU5Q249>*>3RYZO=AFI2=]F M+=`7;6XZX:=A8HTNEI%$1E(9R1"!Z')4K-$5B(!1B8K5J$)$&1GY MH3XC,/*#;J;J=K&XTU)]>8((A+U%Q1JV)R.^C`0R$B("T46H6*.+9221D51& M,D0@NAP5:W0%(F!4HF(UJA!11F:>",7BZ4U/W[94;YXTCCHW9[*1)R.^C`0R M$B("G1JA8NW46$82&4EE)$,$HLM1T8L:^WBEP&8P*%&QGDZ%",L17;_MWWA/ M-6(N.WSCW4+MQEM]HD_6OTT+J'7&OM=&)Q\,W6O+B"\C`2+U[G5*EM"P;>Z+ M-4(7UEAC&4ED)$6DCI7W;-8"?='FIA-ZPL4-+DK3A4O&M^IW8Z+-3=<3/D)%SWF/*=>W$`>;%VW5.]RV#CJ+H>@6,?-D_WZ,A+(2(@(K!\1*M;H8AE) M9"25D0P1B"Y'Q1I=@0@8E:A8C2I$V)(HU+2G-]6T6ZHW3Z""#6%O92-/1GP9 M"60D1`2BBU"Q=FHL(XF,I#*2(0+1Y:A8HRL0`:,2%:M1A8@R,N>3:S5MLHSQ MLO:5K1.4K/5=/-DQ)>1`)$FV@E]O"=L@;YH M(W1B[?981A(921&Q]&W6`GW1YL0).^7B!BEN7_']5'/%2RJ6,2SF7"BZ57*H,R>QAE1#7-K#6 M%TU.M8&YHZ4+Q[IE]/?J\,;EWPN!5P*N11Q*>92PJ64 M2QF7/07BYI7M?+W@-8&YO#0^73=,L;PN,Z$;A$^ M,!P?+GE<\KD4<"GD4L2EF$L)EU(N95S*N51PJ>22?CNRSGG58;A?:]YVW+RR M]75_^K[?[%]>SH.'XX\WE?+JY05?/Z/[5BU&YKU2]S/F:OG;O-_5L2?P$[KUZ9><5/^Z]>DTFUW/W7KT(D^NE M>U_5^A@/H%[M_+[[OL]VI^^'M_/@9?^D>D:]!$-E[ZEY"W3SQ^7X7K\8]=OQ MHE[J7/_ZK-[6O5=OGE5?XAD.GH['"_RA#CS&]W]__3\```#__P,`4$L#!!0` M!@`(````(0`4[QN:>Q(``)2````9````>&PO=V]R:W-H965T*K22J95LN2UE9 M^^T'(-@M`B#P:W(1VS^^;AZZ<6"3$C__\^_7E[N_#A_GX^GMRWTPF]_?'=Z> M3L_'MQ]?[O_[O])_/-[?G2_[M^?]R^GM\.7^7X?S_3^__ON_??Y]^OCS_/-P MN-P)#V_G+_<_+Y?W3P\/YZ>?A]?]>79Z/[R)EN^GC]?]1?SY\>/A_/YQV#_W M1J\O#^%\OGIXW1_?[I6'3Q^W^#A]_WY\.L2GIU^OA[>+-E?Q/Z??Q[? MS^3M]>D6=Z_[CS]_O?_CZ?3Z+EQ\.[X<+__JG=[?O3Y]*GZ\G3[VWU[$9@=M0^YLW#YD%X^OKY^2B.0)[VNX_#]R_W M?P2?NE5X__#U_7YW_GGZG7T MI22,'RSKM(_`?WS-.N!B+J*C8R_.J\AJO9.IAO%FO_ M408<5O'+8+J^Y?0$%$KY"VUS>5-$`A%]M;O7-!#GRA.+@*(O?Z&-W7B`%'^1 MU&3J.\`'E?9]=XGWE_W7SQ^GWW=B#!+GY_R^ER-:\$GZ&CK*L-O<=40/?I+X M'Y+OK42G.`OUKZ^AR/'/#W^)SO@T0-L!$C^8"J(HU*D=4[)72N>QI226DEI* M9BFYI1264K)RW4=C!RM&:`=K2VDLI;64;JP\B//.)U_DV/_KY$M>/_F/QCYO M;61AG':;"%:;N0[%-F3$.+&)(-IL=#>I#2U6.I+9B-B=0(?R"6CY&.E0,0%% M*^/\E`,D0L*I:9R@BA$..RLC(^,X&F;(JF5E9+76][EC1EAIJ2'&$"LU%G/N MAK)93%6CHPC%J*@[WRI(C"U\J,;F=Y"((9%`(H5$!HD<$@4D2DA41%`,:Q*< MI[`A@DQ:$IPF'1%FS$6DQC&G(5?*7^Y%IG`8%T8_VRKDL1^/H[680O1,V&GM M03`S^E<\;E\\KF9&UTI4^[KWOW@TK-.Q=;1:F-XSK3U8S(P^F8_;%X^+F7%T MQ;@]FH>S1_WHRG%[L%HNS0U4"HCZ-9N<:&HEJ.,)5BNCXS0FWVI;6"\?9\9H MV(TLM&XL9M2ID$I9#VD0A,9>;!4D/'/G`BQE/0+]:0B"&10"*%1`:)'!(%)$HBI@9P:J.0U21( M>#-;S+5_QD38$$S6+0G2>K&9K3?C?X9U1[`9>U&P&,?>[.^R6<\!,<8;OK<* M\N4`)&)())!((9%!(H=$`8D2$A41%,N:!&?G;8@@DY8$ITE'A!ES673R!;UO MAZ/\0/G"CI$8(PE&4HQD&,DQ4F"DQ$C%"`6S9L49S881,FI9<1IUC%@Y(`LV M$X.^K"H:/7YBU!\H;^R5(P\28R\)1E*,9!C),5)@I&1D:OCG1@I@S8J:`(PK MTH:;R:!E11JLPUFDS1C&VKMCV@J^+,E,!5^5:L:7X6*X-RY%M[)L+%+$$]D= M1F*,)!A),9)A),=(@9$2(Q4C%-&:%6(E0,B;N,_AI'7MT+6\_$ M'55.`E4&&D\"4RL`*A8YTV_7;\L[3\0823"28B3#2(Z1`B,E(Y,K`'72Q+J< MQ];(B'>M.9BHZ@WM/A^M[F.BTN=WHF>,K!3YY@M521JGBU@S&.7M;4#UINN1 M&Y/!#B,Q1A*,I!C),))CI,!(B9&*D>NH`4]F8QFUK#@CT#%BS1>R*8:RZAEQ1F!CA$K!V0% M:90#/%VHRM*X_]MK!JH^.;>["R`28R3!2(J1#",Y1@J,E`.R4DN&>618#/)F-9=2RXNR.'2/F M,!""VF'?#B\?!\J7`QB),9)@),5(AI$<(P5&2HQ4C'`.L.(,9\,(&;6L.(TZ M1JP<<-0.0[MV:$T%`^.-/*X<8B\)1E*,9!C),5)@I&1$7C>LYIN9>)CZ^L]X M%*-BFN)9LR+MEQOQ>,S5>CXW[!NFR;YEI;=?!_KM),.^8]I*#3'XCZ<(6B6$ M4C=O),V-AVRV`^5-#N7(@\382X*1%",91G*,%!@I,5(Q0A&M67'V\(81,FI9 M<1IUC%BQEP4_S_(@5`5!<)4P4)X`[S`28R3!2(J1#",Y1@J,E!BI&*%PUJPX MP]DP0D8M*TZCCA$K!T3O^WIP;%1.H)O-7*?#YI%VK`?&D^)!=K M0+BV'HE*=$`\AF<\II=JP&)I/8>7Z<#\T2R]Y1H0KHU"2*$W/XK'[O4E>SD` MM$`/%^)9P=%0;@R9%?NC\-6F@U!LPW.)8#EH30?1RCS1W=A(NT20G\P8Q]^\ M1.C;]3P0EPC&06T'2H2;ZV1FM0@C,482C*08R3"28Z3`2(F1BI%K/L!*;6,9 MM:PX(]`Q8HT!H&(8JO(5F@=@D6LW./*D28R1!",I1C*,Y!@I,%)BI&+DF@/P M9#:64Y"^1PT-SAH-0>/ ML]4X33;FIW@ZOT=]A2$K7F;N1-?;EZ&JB(T31ZPPC'7>=J"\B0-+:S'VDF`D MQ4B&D1PC!49*C%2,7,<5>*8:RZAEY9J%QAJO8\0W#!"1BTK3J..$2OVLN)D+@'$(I%S0%6D0'%Q074KYQ[L,!)C),%( MBI$,(SE&"HR4&*D8H7#6K#A/9L,(&;6L.(TZ1JP&? MBEIRU!&/6QN%@=W":#=&CUAO%Q_:U->NB=X>F(-:JK=;V\_,=N/#-[G>OC*7 MVX76OMR8WS-1:NW!VCJ`B@$*5&7R'D1@C"492C&08R3%28*3$2,4(!;-FQ=E5&T;( MJ&7%:=0Q8N7`5(EOG`.JWH3&>%B5VBT@$F,DP4B*D0PC.48*C)08J1BA<-:L M.,/9,$)&+2M.HXX1,PE-5I'U\``#5LR-DM[$;:'(KNY-W!8:*&\" MX/H>]I)@),5(AI$<(P5&2D9D:(SGLJNA40R)[MM"FH.)#R?=X*/5?Y?LW)-(Z.^VS!"1BTK3J..$6O4``7!Z*:"X$!Y*-/D1B["7!2(J1#",Y1@J,E!BI M&*%@UJPXNW##"!FUK#B-.D:L'`#5P.BF:N!`>7,`%@QC["7!2(J1#",Y1@J, ME!BI&*%PUJPXP]DP0D8M*TZCCA$K!QS5P.B&:N#`>"-/!4'GKL782X*1%",9 M1G*,%!@I&9&CDMK+)BP^UDT;+26\S-2FK'[5;`08DPFBH1 M!N8SY@/E#3VL(L;82X*1%",91G*,%!@I,5(Q0K&L67%VDH81,FI9<1IUC%@Y M("MWYH7?J$08J*!$.E#<'<(D0>TDPDF(DPTB.D0(C)48J1BB<-2O.<#:, MD%'+BM.H8\3,@:6C1-CK8-$_,.JS1N*C1L9MG)W>/C=OH\1:N_BN;.,&1**W M6U\VGFKM8OO:8]0;PUNFTW/SR\=SK5WLC7$TA=Z^-O>VU-I#\R46%3=3V&I6 MU/P0F.>G88!,6E:4R<+':*O(L%>.-/$1B["7!2(J1#",Y1@J,E(RH4=EX&J+B9@I@S8IS MY*?32":M83(Q\H],M/+^4L1K,N)2UV?XB;M`O;6_M(.1&",)1E*,9!C),5)@ MI&1$AM"\"\2-%+Z:E0F\X4;"6U8F\(X;!:Y'>JJ8M[H^UK6<+.89#\=L!\K; MRW$Q#WM),))B),-(CI$"(R5&*D8HD#4KUV'56%,UC)!1RXK3J&/$R@%0S%O> M5,P;*&\.X&(>]I)@),5(AI$<(P5&2HQ4C%`X:U:"./BWG82X*1%",91G*,%!@I&9$C\J9ZWD!Y1P!$HRD&,DPDF.D MP$B)D8H1"F?-BC.<#2-DU++B-.H8,7-`=/G)U7ZOZZM]J_FK@P/VI9L0N*8*U;B%=,&+?P+8M6M[!>C=B-+;1%_\HH M[-$%?:^+=\#V[\[NWYJ[M:6=+<6VE-A2:DN9+>6V5-A2:4N5+=6VU-A2:TN= M)NGG;JH@)N^3JWEPI9*6ZILJ;:EQI9:6Y(O;I>G2YP*'J;4B]C5FZ5?#Q\_#KO# MR\OY[NGTZTV<+?FB35;5"^#%^:0WP)LMP2?QNF;AV=!+\%7\^_['H=E__#B^G>]>#M_%X8C/_XED M^E!OE5=_7$[O_8N9OYTNXB7Q_:\_#_OG@WC9Z'PFX.^GTX7^D"=-OLV^?QGW MU_\3````__\#`%!+`P04``8`"````"$`(.<'IOD"``"]"```&0```'AL+W=O MZLIY)EQ0UB0H<'WD MD"9E&6V*!/WY_7ASBQPA<9/ABC4D0:]$H+O=YT_;,^-/HB1$.L#0B`254K8; MSQ-I26HL7-:2!C(YXS66\,@+3[2KT(W0UYD^G]B9E=0L41UI1^:I)D5.GFV]%PS@^ M5M#W2Q#CM.?6#U?T-4TY$RR7+M!Y1NAUSVMO[0'3;IM1Z$#9[G"2)^@^V!P" M'WF[K3;H+R5G,?KMB)*=OW":?:<-`;=A3FH"1\:>%/1;ID*PV+M:_:@G\),[ M&F:@]`Z_A%?Y]I)LL$14MWL?*C(%P@ MYTB$?*1J+7+2DY"L_F=`04=E2,*.)`*973YTP]M%L%B^S^(91;J3!RSQ;LO9 MV8'M`35%B]5F"S;`K%J(P`BC8V@*O$T5^E[!`0I?`!00?MZ%01QLO6?P*>U0 M^[=04\AA@"B#0KKJJBNJ\Q52O9=9"0D6EHUWH"L!LBD*'0^*MJ[ MT!=76;!E5"KTU]'`9/084#P"76IIQ&$.,5$#)",UO0H531#T-'8^M%084&P& M,\T=^MR%X*)P4A_VY!OU5=2N[\?3&GL#@DJ#R$L-X\(<8J)B.5%AST1EWYV) M`FL.=CY:#^9.I*CKX_+*]MM#16T) MOE5B;T!SALPA)BK6$Q7V>%3VW?$8T)R:.<1$#1SS8U-L.3IMNW,UH`XU)Z@G M&H8XLM@(,K>%.6-KP@MR(%4EG)2=&G@G0IC]$!UNJ?M0G?16?*]N+WW_#`FX M4UIS!]-HVK0ZI`6KZ,[\11OSV_[WW[975K\T M9TI;`SQ4SNB,RL)VYO.5 M7:9Y90H/F_HS/MCQF&O$5^"9L1=._7[@$!C;FG74K<"?M7&@Q_2U:/]BUX3FIW,+R[WD)ADK8"3X M-=N5A9R_5\09RE:3S3IHUR;FL:V6O3LO(_02*]*^'$ MZ9U`^XZ3"<-%;PBM-%Q:Q)VO^.`3=FYO!VUO1QS+=9;KAV[:$Y;@M],+[9=& M7/5VT'YQQ'5O">V71H2MV,T4VL^-:(NE[5(B2-MTOZW9U8!]!HO77%*^:\D& MO/6YT,=WR`Y(THRSGSB],X)U;P!]VSMD1;;V&^1;UI,\G4114.$8P`6,@B8CQ5$U4NZCF@V>H$S%23)XG&;$PLDBN^7* MAQ(0?'AUJB-&LE\:Q!+H#!QBH71.9#].%'AYC31WB>+>LH3WJMIAI[CJ7#Q! MFE(O&5V6J-:!Z!OGR!)MMG!LOM)"\;&#>.P`%;EDTEQ)#WZ$1F_;447EO5JH MEJI83Y"F0B49[X5*](U#M<*AFC"//C:/Q^8S0BRTU,FD"R58,$L<+*(4($[0 MXH7>B9X@3<5+,$29GCD6"G@@NN'W5L%0`H2*AQ66''WL(58\.'AS)Y,>E*`1 M^!P814U6H`Z&LXO3G_%CS2'_O@Q3ZL')0>5#?]&TT6PD"'0AV*="C6H42!5,W\W(4T0S&X MKUFNN`RY9*>Z!]I?13RT[-)]5SZS%JY1NK]GN!^C4*;G%I"/C+7R@8=ZN'';_P\` M`/__`P!02P,$%``&``@````A`)`.G;1.!```Q0\``!D```!X;"]W;W)K&ULC%?;CJ,X$'U?:?\!\3Z`(:23*,EH8-2[(^U(J]7N MS#,A3H(:<(1)I^?OM^SB5H8FW0^=X#J43UU\XMI^?BMRZY57,A/ESF:.9UN\ M3,4Q*\\[^[]_GS^M;$O627E,BO2C[@KDNKE=OV4BN(*+@Y9GM6_M%/; M*M+-MW,IJN200]QO;)&DK6_],')?9&DEI#C5#KASD>@XYK6[=L'3?GO,(`*5 M=JOBIYW]A6UB/[#=_58GZ$?&[W+PW9(7C M6H*7W=';S[H"?U?6D9^26U[_(^Y_\NQ\J:'L*>\)JK9V`8\JQ`6(:0R5<8ORJHQL"QA]77O ML]#?NJ^0E;0!10T(/CI40"'Q%&3985S@TA&",`>$6B)JE1)9F30:""9-L8^' M*V0/"'2PAPXZ\+J@E14J-`@'@C8BBA"T&(">NGAT[N(Y!&$#3F;8*.O.AE"Z MY`*;!=TK0M!*5V@5.&MJCHF9.7WF"`]HQ0&/-O-J=;1_2#>($+30^P=KIR\M MIF)H7G@#,]E_2?8WJZ*LE`=;+(Q`(P1!N%VRS*K,(0B;IUDVROJP1Q`TQV8. M0=BHGXS^F+:U4:LT)]`;1O(C!&%MUBO'3`@Q/PU:A^R_)ON;M5'6$0^S1Q&$ M/)8KQSA0,3$OW^M1!B(]D0B]/&)@=FF#:MK4<3%2'O4H.::8Q9"&2FEFV&$0OA`T1BB9AG-02@CI7X]H[9A&8HBN.D.Z$3' M-BBL4S@H`ZJ)8>XU@#*`0`8,1E52YE&55H:N,43-YF0.0AE1@1TQ0I5\5*56 M2_L,&JT5PQ5$A39-FC*BDMM5::RU4U5JI51="X+`,4Y;S(B=O:?Z;$)HAS<0 ME$BC8_J:ZY:(M)/W0FZZYL-:RZC8CNJ$BOFH3JVNSM1I#D+K1.6WJ].D[IKZ MSX;*&J['=1K:ET-5)!S\:>75R^8Y6GK&.6I0TRV)]9F%4";S^NOC9?-!?1K4 M+"-T-`VAC)0N]FIG=HR/LFGTL/'K$S4H5#T6#LY+DR#TTMJ[#%,F2F![)FVG MP!0TH7;&B8T:%%XCUPY;DS_S!YN@5Z.+`TY-.&L4O#KSF.>YM%)Q*T'[?;@J M=JLXK45L$_EJXC'68S7%Z3FL,\!L=4W._'M2G;-26CD_@4O/>0+AJW`,PX=: M7/70<`^"1$W3ZH0:\;P/?_`P``__\#`%!+`P04``8` M"````"$`%<>8C3L#``"6"0``&0```'AL+W=OTP5ZI1+=+S]^F)^X>)('2I4'#+5-4"Q8253KX84>561?MG77)!-";I?<$R*EML\#.@K5@@N M^4[Y0!?80H>:9\$L`*;E?,M`@;;=$W2W0`\X74]1L)P;?WXS>I(7OSUYX*=/ M@FV_LIJ"V;!->@,VG#]IZ)>M#L'B8+#ZT6S`=^%MZ8X<2_6#GSY3MC\HV.U$ M+REX"6^"3Z]BN@5`.7DQWR>V58<%&HW]9!*.<)0@;T.E>F1Z+?**HU2\^F-! M^$QE2:(S":PXD^#(CZ8)3L;OLP2V(J,D)XHLYX*?/.@.>*=LB.XUG`*SEA`G MX&2ADP\Z:S`0EA!]7D8X'L^#9W"E.(-69Q!\=:B1"\FN07HT^37,Q.597\&` M?-RA`E#520/#+J2UDG34E32-NO5&]>H,L?9K'[)!)!]$UI<1IXZ14X>Q>!1V M%NLL],.%>6!Q3_?*@N(+4`^1O8O(WT6L;R$<15#(%6=U=('`AJX-0,FTYZT% M34TOX="/W73FI+'?4YD[Z=!/W-7KR_3L@MLI'KK\2O$Z.BA^YO*O+"@VQ8]B MO]?!F9.>7+S?M%7>IM_\ZAH7T,2]C18D-40S?RWLV.*S)ST MU.\YD+?I?VNXA7`T3*YJT%%7`XY'_0-J058#QN.!"#<_5-'F_ZWB%L)1H4?Y MV_W97C(ZZJJ(<-*S>F5!$]--<4]B9I/VG,3A8!]L&OJ].VO]7KJ%L`KL7+/3 MH*)B3S-:EM(K^+$&5NUN%[7C=(53N!MAO/7B&4[AAAS&?B-BSVKIE70')83^!$Z$L(/5/BC>F,M[PQ7,2?/S`/]_*%S2Y:A_@Q4'WCVKY%P``__\#`%!+`P04``8`"````"$`S)?#'3$#```""@`` M&0```'AL+W=O&\ M$BXHJS8H<'WDD"IA*:V.&_3G]_/#$CE"XBK%!:O(!KT3@1ZWGS^MSXR_B)P0 MZ0!#)38HE[)>>9Y(R6F%3(, M*_X1#I9E-"$Q2TXEJ:0AX:3`$O2+G-;BPE8F'Z$K,7\YU0\)*VN@.-""RG=- MBIPR67T[5HSC0P%YOP53G%RX]<,-?4D3S@3+I`MTGA%ZFW/D11XP;=\":HL9JLP4K8&Y2:'2T28&WB4(_*;B>!'(%C+YNPV`Z M77NO8%/2@'8-"'ZN*!NR;R'*+,4<=T<\$-@&0=:MA-!?]DS9&=!"U]^W<]B;V%+'@J7;2R"VP@%LX':Z M)0Z.Q1UQ:K0G+@C[X@P(UFDSZ&G8CR+B(82E+;D!#>D<1\1#" MTKNP]%X.DQKM^7I;=`.:WBUZ-Q:Y$]_Z].R/N^!)Y"ZB[N<*MG2KEME[374. MEXKV]`?AE M[CE[NS,:U/WW01,T+X3([?4*U9^5%R:\"-VIM76N9]NH-:W8-+"2\"/9DZ(0 M3L).%9SV`/9F.VJN`#MU!=!-O`U`8Z[QD?S`_$@KX10D@ZF^NX`SSTT/-P^2 MU;K!')B$EJS_YG#7(M"L?!?`&6/R\J!N">WM;?L?``#__P,`4$L#!!0`!@`( M````(0!P_O-7&00``'X/```8````>&PO=V]R:W-H965T&UL ME)==CZ,V%(;O*^U_0-QOP)"0#R59+:#9KM1*U7ZTUPYQ$C2`$?9,9O]]CS$$ M?(SH]"8)]LOKQ\<^.?;^TUM9.*^L$3FO#BY9^*[#JHR?\^IZ<'_^>/JX<1TA M:76F!:_8P?W%A/OI^.&W_9TWS^+&F'3`H1(']R9EO?,\D=U82<6"UZR"G@MO M2BKAL;EZHFX8/;NI,WS2_TQXV4-%J>\R.6OUM1URFSW]5KQAIX*F/<;6=*L]VX? M+/LRSQHN^$4NP,[3H/:_0I-OC+S++>G M=D7^:IPSN]"70G[C]]]9?KU),%FI5S)>P,CPZ92YVA,0"OJF1\C/\G9PPVBQ M6OLA"5:NK\K'I;#30+:'T]^GOO%18EZQ2QK0A,1=(KU,(HTW34X`'%`P4F M,8.B>DT48@X4VXK05"2V8FDJ4ENQ>B@,6%C"&5C5"X&$+=['+7K8M$&(M0(B M_E"L347RGXIT3F'`PC`CV'YQ5>O!A1D_$#8F0JP58\BMJ4AL!9I&.J<4L:M)@)-J M0C.`=*RVS2`Q62$L4ZRJV=ROP>"@\Y]HC1%7B]76()MTPF:0F*RJ/$S$55<- M(ZXHPV,XDJKY&*PH_Y()S0#2Q=6V&20FJRH3$ZRZ>HQ90Y3C,;$K3(CR+YG0 M#"`=JVTS2$Q652L&5NOXJ4N)P8QR/29SY:;E23I)U)9>.*]O-WZ$4C6=M3&9 M5>$8F/NR!5-1M^7](/D=7NR/G$)UY_VYPWNN0P.Z_X"Q!?.9?^@ M;F2/F_/Q7P```/__`P!02P,$%``&``@````A`"E*#QYQ!P``_2$``!D```!X M;"]W;W)K&ULE%K;;N,V$'TOT'\0]%[;LBS'"9(4 M*YG;+M`"1='+LV++L;"V94C*9O?O.[P-R2%%;U_B9'@X.IPYXJ&L//[\]7Q* MOC3]T':7IS2;+=*DN>RZ?7MY?4K__NOC3YLT&<;ZLJ]/W:5Y2K\U0_KS\X\_ M/+YW_>?AV#1C`ADNPU-Z',?KPWP^[([-N1YFW;6YP,BAZ\_U"'_VK_/AVC?U M7DPZG^;+Q6(]/]?M)949'OKOR=$=#NVNV7:[MW-S&662OCG5(_`?CNUUT-G. MN^])=Z[[SV_7GW;=^0HI7MI3.WX32=/DO'OX]'KI^OKE!.O^FJWJG;03WL>@LES;_9'T8$_^F3?'.JW MT_AG]_YKT[X>1VAWP:?LNA-<"7XFYY9K`)9>?Q6?[^U^/#ZE^7I6W"WR;%FD MR4LSC!];/C=-=F_#V)W_E2!!'9,L51+X#"2)3,S51/A4$[-BMMP46;'FEX_, M7*F9\/G_+@EIQ8+A\_LN.9<5$Y7>UF/]_-AW[PG(%VHR7&M^,V0/D(V7>%5` MJW=\\`,?%1@(#Q#]\IRM5^O'^1?HVDZ!2@6"#T3E+J1"".\=S[S%B#6))&:( MX2(!OD@:6F21UF1YU"6[6;H\2@61C><\*B^R]2+,CC@\H.,!'CP*"K3*L=XL M"!&)@;YCR>Y<1*416#$=F)S"-(*6"RYCT10]SNYFH$U=.0YX2F&9R`;:3`B5 M$K01*K@O9O>$KQR^MW*LB`JV=H9B,\O<#"R:P:D[")4NR!(M'_56LW$O5DH0 M7!*73-9;:00V0`I1DA)2XF)T=0(I*D#TS0U@M+,P,4M MG@&1"(176W*SEPHU)1,U#"SP_O1T$D_!`BFFM))QIR%BR1>X/8IA;T746Q0J MU@>$8",P8M9)]B&&$*\5W)<,:RV93-H5F`&6SOFR M[HRQBF%/.<072X6*-H-?!XYF5C-TQ)3+:X:&>,W@1F6:@YJ"KKI9]HE)RM:(<3L-CGZJM:,"--3#;DC M2P6*DI4/B-:F>'L20XA'EEM75#-+CJ!5]IZ3%"JL&35H:\:SIU@"%D_@W+%+ M;I5D06MSJA'#=#4%>08O%2K:!FW)1C,Z$M&,AGAMX*9E6*-F>/BF9B0H2E9# M#%D=B9#5$(\L]S5#-K#/\&^`?,U0;U*HJ=.P&K95X^TT;@KWSF>!!),[3*`UW*+7&^I.RYNN6"'$ MD+TYB=F3W!N3VU9<-=+8R!F`NM-2VY\XT7B/VFHXKIIH"A9(,:D;[G1D4;9# M\6%OMS'/[N);P7(I45'=:(AIA8Z8)A,],LQ+=0,,;=9:-R)\:[=1H!A9A"!9 MC$R318A'UK73P&Z32T=T=>,YE$*%'4H-0DWQEO$<*I:`Q1,X-T(>L%S+H<2P MIQFZ=RI4M`W2N*V#PNU)#"%>&[AU&:6C9J2CN7L-/=7D$A0EJR%&,SIB6D(% MCGD]LG`IBVQ(,QQ!J[SRJBQ1$YJ1@[9F/'_*(PF8&K033.TS>N@&:DG[F:H?Z4:].;O&Z%$*.9FY.8 M/L=+\ MX+LP7;8R]T*5']KZ(>:$W&K"$JW6BVKR+5Z^%\3WFOAM8\[Q[OU(-^!28?@7 M52C@]8:):$7.8! MIXS5'-YBTYI;6I)G$X5QF=\3S5<&99C+Y#!1A_A;TM,Y*WSY/\"=_K5^;W^O^M;T,R:DY`/7%#!X?DEZ^OI=_C-U5 MO*A]Z49X&R]^/<*_633P0G8Q`_"AZT;]!]"=XS]N//\'``#__P,`4$L#!!0` M!@`(````(0#8>L#,&@0``&X0```9````>&PO=V]R:W-H965T'6E'6JUV9YY-,&!U$D>Q:7K^ M?LL7`HX=PTL#52=5QU7VB:M7GS^J,GHG+:>L7L=HE,81J0NVI_5Q'?_W[^NG M11QQ@>L]+EE-UO$OPN//F]]_6UU8^\9/A(@((M1\'9^$:)9)PHL3J3`?L8;4 MX#FPML("?K;'A#3:-D\U* M%>@')1=^]SWB)W;YHZ7[OVA-H-K0)]F!'6-O$OIM+TWP<.(\_:HZ\'<;[CQ)*#=*E_!2L@$?Z.*RCT`2\ST72>CA'0BW:$ MBU8N6`A7IR2"MTYFX9 ML-A%+XL&3>Y`O7+D(83%`H)X6$CK.@;J73&!Q4N/A08M5$?2T<3VYMH[U][. M9^6&;>?)+:W]W..TBZ#KK$&3@=Q#7BO[S,JN-MTXA8!ZTTFOPP+U6&@0K+0K M4[\/(83%9FZQN;*0UH>[08-"+$((BX5\*=P.XI6%M/9KX>P(=L>N4^WU6 MYA=O9FGM9W;V@@;Y,_M]5F8$DGNW:+419K>-H-P.A_ZY-ZA0$X(0FY%4*K<- M2`O8`VTPJ"`3'<@/L9E(]?(PT:)FZX/3%Z11_L8,..WL4L5NV9W.:)'KL>BI M_A:%I%"=]3P(L1E!S>X870\(DN:'Y]2@_&4W3'0@/\1FXA=/>/.[)\8YJP8U MT!E+/;N3;&UD_D%U!E?MR9D$`:)B&(71N_B**G M5-2@3&>R0Y*4L>%>QE>0`(=,1G,BHU?.B_B%8HZ:;'1,P_JFO)YCK"4PQZ0C` M!\;$]8><2+O_%&S^!P``__\#`%!+`P04``8`"````"$`8(N#-V-/``#IF`$` M&0```'AL+W=ORIN\W8O^#0O*\:R'))F/.??[UM=F94?;Y.4?#'V/,S* M`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`E:2)*->R5/]'XC#?%O;7C_ZFZ_W]W'YUM>K8[+!?WS;ZWU=Y]OH;1YQ>A^E]<2OWA5'6\:,=/7 M4?.AA6BC(Y&.R(G(FV.1#HB)R)G(A?`DV,*V8,U6P=%6)3O< MW;VM7;IF6U2S1:0CEP'!JVUKWO;Z/LU5B=KBE;92;L-S8/9&/A\PMZ9A[4J#`/MGNKM^*K*#=D]RK:-*@W:NSR](I_@X.) M,C/"-"!TY*B.T8G1F=&%4<]H8#0RFAC-C!X"BJ+*O7A-5+U'!U&"_#3P*.8M M=S*7=YD&-]>O<";2QD)N=GXL!#TS$VI4F`E8$6X>61'*;<*]DM9]O7V$W[#= M46RIV>[S'FS3HG0.'1EUC$Z,SHPNC'I&`Z.1T<1H9O004!S%RUL>+K6-T8G1F=&'4,QH8C8PF1C.CAX""J#(7UT0M/(I2Y"ZC@&+> M9^^K6[ZO*H+K=L?D^ZI$E;XM:O_(;77[R&UUX>GWJW=:/Q$DRJ$CHX[1B=&9 MT851SVA@-#*:&,V,'@**`_;(;77+MU5%?B(\>EO=KMU6K^]>X;!8%[0E)(W% M-]U9I6&:"8\LI^5T>G6F\YUU"8UW5D9'1AVC$Z,SHPNCGM'`:&0T,9H9X7T4 MMZ#%F?#(G77+=U9%?B8\>F?=/G]G74+23/BF.ZLT3#/!#@[C+_C(C77+-U9% MKEYG=&34,3HQ.C.Z,.H9#8Q&1A.CF=%#0%%4N>FYNZ@51X^^_["M]TF_.1&$ M1=36:^QZ;'"6MQ<.%M9V)XPZ1B=&9T871CVC@='(:&(T,WH(*'B]?N2FN_`X M_05=NPG(Z,BH8W1B=&9T8=0S&AB-C"9&B/K:`':IF-TTM0V-F>+DLQV M5+"LE!<+T,P]HX$SCQ8EF3>M\EPR3Q:@F>>`HMBPL[MNV[EKV;MY@17AT0V; M;K@%W,7N#]+R^KYI/C+J&)T$8<75UWWFJ`NCGM'`N4:.FAC-`4539:_5[J/. M5-V#^9OEM:`;7]U`53Y))@.WU]:O[*_LGC7^G M66U=/3$Z*WJR[POU74Y5[]T_PRS9P&A4 M9,FFE62SAJV8*1OSM4E=>-K$"+K!G;S-5CR5DM_=N:YQZ'.9K;?WKVA1;1'F M3I#]NB?-8^BL2%/?O$J+S\4B-'6OR/(,C$9%DOIFEU-/%J&I9T4K7D-UXF8< M5R?7@N!5$Q^$P:&B(Z-.D?UF)T9G19;KPJA79+D&1J,BRS4QFA6M:`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`SVM*\CHTY0,%;S M.W3FAA=&/><:&(W<<&(TAX91RR.5S)XK&47Y="Q=[`>)DZ7N=AM. M>K1P-=LI\A.OOAY_E]:HNNSFK".\6N'LOSFO3%#OL:QSVB\L2=<_GM1:A`]HI MLN/ODZ!P+8?4^%1JOJ]?-(]M5GM%EGK@U*-&U5>]WZ-XM'=$KJ[2WFVR>)%=4)&OB0WF##&%A-2342933=6)TYEP71CTW'!B-W'!B M-(>&4IX4FB M_%N-EBMTF<]\+4R[[+^IRX&['"V7[_(Z[4TF"],NY^>ZC..62J2V9G`IM*_H M!M>M'YYYH$?J:.T5VI9P$N6O@K%&R&EUO<^J+16CJ7I&E M'CCUJ%&2>LMO\5B$IIX5K:P2CU1+>ZZ6!$&KYCTH\ENFVM"M&YU$.4$G1F?. M=6'4<\.!T<@-)T9S:!@G6RI9EOMY>;!O[3&7K(W_#JH&WQ^:E''Q%GV?-BV=_MRN^),@=ZV<-0J_1WM!U-=%HZ2OV[N\H^TUPGH;N+=1HY[L M;=(HZ0T[\V1HU@A>/TQ&-D2WP:)*GH,$@Z5PX2=F^_WE&1K5B=(ENQ M3H*"\IK?Y;IH0\O5*[)<`^<:-UZ3(R?LJF*TLXJ'S0=I&4YI&U":<4Z2I2<5NTVKVAYK+VY"_.DF:VX/RMZLK,+ M=98VT[VFL]Z8G165$^6\'>:TF[N8@&:N5=DF0=&HR+) M3*=ADP5HYEG1BE/,X=7+OO`TTRI"+LU[P+N_)J8=P)R(K4NE@E6JK'$X!TD;H("TQN9/NQYNTY[\!HM(8U;UZ8)PO0S'-($V\OI>!PMQ?: MOZ2ST5*9Y/DG-8M?Z039BG*4AAA;?56=(/]`@Z#@D7)=.%?/N0;.-7+#B=$< M<@5;.,4-MG2E6WB\*@65*]S/OW07/4@8GO(LHXF=>EJ/CA;0O"FR@^>3(KO\ MSHIJYMN4]V(_UKR](LL[*+*\HR+)RV?S%J"99T7\-$)YWL//OV94:@C;E[]9 M0I=[A^8]"/+K'*-.D?T2)T9G1;8V71CUBBS7P&A49+DF1K.B)5><9ZFJ:%:X M>BB5<+FCQG7NFN:9A-5U+BU&1TUBM5(GR%V))T9G:[A,WUS57NSG.F8]9QD8 MC=:P)-[GMY8F^[DFGD.6J#-5&\\MV-$H6EDU> M"CL-L/7II,@NQ[,B[)G;PDOES46CI#,^C]$`ZVQ09)V-BI[L;-*HVMD=_C"P M_XC)?=(U:_C*:ED*`36:0ZXXD5-=0K;2V2I>> MXPKK5MA)F:4[*W+I+BNL7V&#,DLW*G+IIA4V1Q:U/5)Z8`G+6S]%Z;&VZ_Q> MF\2Y%>_(J&-TT@[L-SQSU(51SVC@7"-'38SF@**J1^H17$JD2NJ1N!^DPQEI M^"Q>!*5-)7T,3\-D M4YEOV$?[N:Z4G2"W$IP8G:UAV?WA^,<_=W%UE6Z8%PO7?GI..C`:K6'I!V]& MQ>MHLI]KXCED";/N[I%29N');ZUN_&Y2HG`0H5T=&76"@KZ:RZ$S-[PPZCG7 MP&CDAA.C.32,5AXI9>ZXE!&4=Y/YR$;"]'`P']\>[>=JLE-D%]B)T5E176ZN MJ)BQGVOB7I$E'AB-BC1Q.MV>[.>:>%:TY$@OP=49!NK(Z-. M$,IY?:$G07X/R`TOC'K.-7"ND1M.C.:0*TZ_4J&LW`KN:N7B;P6"\J*7*VD) M0_%>U@P<\\:U*=V*CQ:NRCI%=K9Q$A0NXOH*I9^;/,TOFL4]UJ;($@^<>-2H M^@OP^8W]7%_QK&A)'/VFBD1OM7=<>0@*BYX4(W[1(]1)0R?GQ.BLZ2W7A5'/ M#0=&(S><&,VA8;22*H]FA2N,NXK2HD?G-Q(FB]Y5WO$=[>T66>&`T*M+$Z5VVR7ZNB6=%*XM>JDFHE$O'U'=KTY[8^G02Y:_NL44_V==&HVE=:=7O]J?4T M<$^C1CW9TZ11M:>;O,N=]>8M?>I/B%;Z;AFB8_[:D5V M7'!0Y`Y$CBNL6V$G99;NK,BENZRP?H4-RBS=J,BEFU;8'%G4ELJ.15OXP^3W MM4+P>QU!^:&:M#$]2)A;FXZ,.D8G0?ZA&HZZ,.H9#9QKY*B)T1Q0=/9(47+/ M18F@M$#2N8V$/?-0C2:3/R22RLU.D]B-]<3HK`@WG,?7XDOJBD[3>TUCG0V, M1D5/=C;%SO(?!I@U"=_7L?"L;L\7GJ[M6L?X[:-$^0=J!+DRNM,H^T5/C,Z* M[.*\<*Y>HRS7P&A49+DFSC5KU(J51XJ6>RY:!*7M(YW42)AL'Y\[4#E:N&Z, M.D7VFY\8G1753=^>/HMC/]?$O2)+/#`:%=7$F[S_G>SGFGA6M.*WU!@K1>%] MX6G65>1WC1(%E]K5D5&GR'ZM$Z.S(LMU8=0KLEP#HU&1Y9H8S8I6K#Q2M.`O M%Y(5*5HP']L2M/)PC;24AVMN\J`=[>=JLA/D]B@G1F=K6&IP2GRQGVOBGK,, MC$9K6!.G,^?)?JZ)YY`EWF5*2="F&5P]\P[3%85%3Y`M+D=IZ)^M M$82W+O2%G@0YM6=N>&'4<]$B*"]Z M^:1&PN39&GQE9JIMCQ:@DCI%5O^=%-G5=U94W]#%WTKUGB[_)F`ZH+4`SSXJ6S-%P*$><82X[[J7LL+7D("@L>S7*H4ZC M[)N4^:NT-,*.RN3=?4:7ZH:I\7%16CV7IG+/JRP49EDQZ1+3PM- M+D*SS\IJ]B0X5"C/KX.;\G9RN@\K\RMA8[;(P6MMZ]="97XQ5.9LP"NUA4EB M,%F9RP>3E;E\,$EMX8X8W/E\R5VH5/SDY%)E87;40*W%/'K3`M835#F_P)UK"V7I:WS$.U#W&09AUCW'X MENXQ-*'['3T;CH'R'::!"I7,MTQR?E]FI5A M+"K#^Y/*L'A4YNIWC(6TM7P03_D@E_)!+N6#7,H'DY0/[GR^Y`ZZGMPHI9.? MS55ID%?FRO#&F?[^<$<,[HC!'3&X(P9WQ.".&-P1@SMB<$<,[HC!';&'R)+/ M4-_X18,+G,U59?B[Z,X;,7@C!F_$X(T8O!&#-V+P1@S>B,$;,7@C!F_$X,VS MY"U40-X;ET#ECT",&;\3@C1B\$8,W8O!&#-Z( MP9MGR=MW%CH;_%T^OGZ%VY84I^KHN5IR@S^ZQXJ%!<7$H+@R5+;+8S'TE068 MP"U"3<(N,=BE[+#;XB1[*K+AND5H=K@F!M>4':Y;G&1/>V.8;Q&:'>8]2^8? MJ9HV5UPV*2MO?CL%Z9VTS!,S%X)@;/E`^>*0YFB<$L M,9BE?#!+<7!)#"X]BRX?_7)6_=Y5>^\(WYU:ZC)\N18N"N>23MY;G"W$Q\9\ M6WJTL=,P*77N=BCD8R5UTA"WKS^OL$MC3_;8:YCT>'M/1Z2#AK@>QQ4V-?9D MC[.&M1ZO\C;^04-JCVG$2FGBSK#T5`9_AY'7%V'N//Z@<>ZWP>C4MBX.0U$9 M7J9>E7`O<3:R<$\,[BD?1%,^F*6V,$L,9BD?-%(^>/-MD[=2*:QZJR6$/^3# MR>GB,CST"Y@_%=OBS`=<2MNZ5E_?TI^0A]H6XM0*LU102PQJ6]NRG.XVNSQ[ M8+J%:'J8IE0P30RF6]LE_0U]VP+$MQ!-#_$^51)?RHQ5\;7^B.(K'R!/[YE#?`O1]!#O4R7QI1YQXI_=VH4Y]/N6%+`A(E<65YYTTD37$I<<"GYL&LOPQA#W?.MDKIY^7,OAM M(>H<>BD5]!*#WM:VS"Q\6T1^EP*R6XBFAVM*!=?$X+JU7=)?T;X'YEN(IH=X MGRJ)+W6+$__\0EP+G3@@E<6%6%B07UE?RG=_.9UN(EQ^D94!87HC3UN"`3?&RA+@3[6-CN">T0G&E MV--N=;V^NZ>/>)Q:+K\T5_65_O[S?Y*ALTR!7^8V,V9Z;& MGNQSUC#K\Y;^=N:#!M4^T[B5JL:-V[/7@7X;N[^Q"@O+NC+[G3!VM81R[VYT MRLJAC%ZX&)@:Z-[>."MSDP$#0PDQ"I7YA+!."6&],I<0UBDA%'-"*/4)D])2 MKSRE-+_!(5^_'I869;:3P.50"R'<3M04E`ISSY3"*4,X90BIE!)2.1!6&<(J M0VBEE-#*@?#*$%X#3&)+0>/$VAI3*YTHL+(R3FV=P,X\'1!"JK0-4BMSQQAP M2@Q*B<$HY8-1BH-08O!)##HI'W12'&P2@TS/DLM2HZRZK,5+=%E96J_Y<&XK M<78I8X*NM%U;KR5,3J%1R>$A`_LG;5.AGKJ">F)0_RW=8S12]S=YP8 M'&(8G&_I$>.5>XR%*P;/YTZ#5PJBU<$K/\@WV\KBXBPL#!3%8=(+LVTXS%-; MF"<&\Y0/FBD?O%);>"4&KY0/$BD?O/FVR5LI8U:]2=$3;FJ5I=TVG]-M)2ZX MK$QWVYNK7&=!;0O1Q1QJ*174$H/:UK;L,[;YS_?""9&#RWMDOR M;;KT(+T%:')(]XF2]%+]K$J76BE(KRSLJ,L?>RYO#03!E;D#9!@E!J/4%D:) MP2BUA41BD$AM(9$8)%);>",&;[YM\E:*EU5OM:J)*W1E:87F,[JMQ`67PN1I MZ\UUWK1";0O1(8=:2@6UQ*"VM5TVQ;@6TH$+3+<030_3E`JFB<%T:ZOI4QD! M\2U$TT.\3Y7$ERK'B7]^2US+HC@@E<555UB07YG[5")L$X/MRMSG$F&;\L$V MM85>8M!+^:"7\D$OM85/8O#I\T6?UX\]MQ4O9T MCW,+JSWN[^_RN?M#"UEZ3"-6BIOON0*NI42R5_\&?V&_+MNVL<:H"0NC5AD^ M(*-7)X9(F'V4$&,BS-XSQ)A0/HP)Y<,`4#X8IWPP3OE@G/)!+^6#3Y\O^2Q% MS5,^B,$;,7@C M!F_$X(T8O'F6O)628M5;K37"':SL)8I+NU;AS;.4NVR[7>[EKAD^F8H_X[XR M.I7A3\J4V_=?J#R7-MCCQCK>=J7I992-J'L9-C7J#C7^BI5AING2@U^1&*8& M,4P-8I@:Q#`UB&%J$,/4((:I00Q3@QBF!C%,#<^2H[+I7'54=Z/1D;`P#8C! M$3$X(@9'Q."(&!P1@R-B<$0,CHC!$3$X\BPY*OM#Y^C932".$7GI$19N@96% M)QIWN8*#SA:F4Q,ZB4$G,>@D!IW$H),8=!*#3F+020PZ/4LZR_;PNW36_62< MBL+P0(A*P?5:X:./+T)EB]!64$D,*B6]C194MKBE&+[:V+JS?&`-8EN$9H=8 M8A!+V2&VQ4GVM/Q!VRKO?P@;;6%E6_T]B>DZ0-`AXW$E=UU MBZ,3O&,+PS:HA>'`->WZQ5Y)&N>PTW<74[G&[\H,\RI65M[7\L*3G M9##*-0XG*B$N/?""86YQ.BX84ND7MYS6!W\#5@OS%YBELZ:8->D96HPI=8OQ M^Y9N,7X29MUB_%HZW^T^O96.`6QQ^MMBL)[I-@U6V<:N#E;=WX85;E=9^DP7 M?>751N+*/;X)QYON\0@98U73(4Q?/<9*F-W/3RL,UUIK:UW@21Q:_RQ.^\#` M2%N_LM!\P,#02\'`K'>;%B4,3(O3;C$PSW2;!J;LDU<'IFZ@X\!4YO\RP&97 MF;,+X\1@7%@P3@S&J2VF/3'8%6;%,512/JBDMM!&#-I\ON2H[/=7'94?Y)6F MLO1IV7VZ`6"ED;BXTNS3\@R7+4Z'&"XK"\=#-+,PH27,E$-O2Q6#8FH+G<2@4]CR6I*[4D]]E[M:@,6)+:Q\ M[+R-%\8Z[;"P+-?`[7,?%&]QF`3/KM,&P:B/6BO6H_;9=R#D-)+P9#N=HVOQ@,K\;%%Y._?QECKH&/O9@T M#TK!]]0\R,?'NUHAQGE0F3ORQ)`3PS5$#"-)#-<0,8P:,8P0,0P&,8@G!O'$ M()D8?!)[B"SZW*,6\CY;_;3\(.UJE-E:<=@$EG*7XB"/U36^Z:G\;9#Z-VXV M>RD@[!V/-\KT'#1ML]%E;9/*N!LK6-++*%MA]S*L[[I'#E-C7]FV/''2K@T\ M\YU.(_`B+%`7SN,:[-;@:0V>U^!E#?9K<%B#XQJ[E7XNW),'?JGC!V4YG.G50K8=CJS_/_DF M>)>[5F/;VU=N=R+?%A^Z$:9W&%J#Y.?Y#F/;]?0RTB:IS1WYZO78M^Q\\MQ) M]<8!^Y5E%2U7K\V=%=BM19[6X'D-7M9@OP:'-3BNP6D-SFOP(<$D]K%MGWX[ MN]]R"J/5+M5.$+NV[5N!$,N1$,L08AE"+$.(90BQ#"&6(<0RA%B&$!M@$OO8 MMD^^RSW.V+K%RV)O;;.^%`(0:X%NQC*$6(80RQ!B&4(L0XAE"+$,(98AQ#*$ M6(80&V`2F_:\MA2L;'3+T7+9)_G5+K"4N^S%\FIWBT?[K10K;W?EG9SH MYB\_3XO=K55+Z564C8M[%?8;UAU-G#JVR_&E6/Y"7TP="W13AR&F#D-,'8:8 M.@PQ=1ABZC#$U&&(J<,04X,;@C!G7$8(X8Q'F6O)7-QZJWNBN)WBHKQ^SN M:."6RCM\_JRX1)R;CL3@DAA<$H-+8G!)#"Z)P24QN"0&E\3@DAA<>I9<5=EEA_0H;5MBXPJ85-J^PA\B2M\=V MSO+UXF&^*?.W2V;P5C?.[K8*;\3@C1B\$8,W8O!&#-Z(P1LQ>",&;\3@S;/D MK>SMW)KW[-M0\OWBT6?=(+K/WQXV&F=O7L!GC2O;GK9FKOS10@O3)1.*6U-E M4$P,BHE!,3$H)@;%Q*"8&!03@V+/DN*RR_LNQ75;&!4+,YU03`R**WOTJ3], MX!:A)F&7&.Q2=MAM<>M/_<%UB]#L<$T,KBD[7+>X]:?^8+Y%:':8]RR9?VP/ M+=\M'@W7/73ZHX6W5-)+6_?4&ZS7MG@`45\7/!.#9V+P7)G+!\\4![/$8)88 MS%(^F*4XN"0&EYXEEZEF:+OU\HF;7"D(*V_AM@L=?R>."FB-LX48+FN^T):> MJH3>&H::HTR6W?XZ?S`9MB6398=M8K#]+3UB`&*/=[O\)^$Q'I0=XT$,X_$M M/6*(J$=[:V*IE#%B/GL:L5(BN'7'1JS6#G'V5P;K.H.QO@@S?Q@=BL-05(:A MT+9P3VWAGAC<4SZ(IGPP2VUAEAC,4CYHI'SPYMLF;Z5"6/4FI8,_*\*?I"FS M/WT*@S\,K7'!I;25C_;?IV,0B&T!3JPP2P2QQ""VM2W7QS6^G2-=??#<0C0] M/%,J>"8&SZUM37^5/QL+[2U$TT.[3Y6TEV)B57NM,N)TK0S:-3>FJS`S@^DJ MS#_HR0S3E=K"*C%8I7S02`P:J2TT$H-&:@MOQ.#-MTW>2C&QZJU6&=%;96%Q MQ=^1M",:.8"3[T_'\QCJ%RYK6UEQ<2H8O_0WY<#L;?&:`YZE?\L+S\3@N;4M MTVMSLUN9O2U$TT,[I8)V8M#>VM;T]/6_&(46HNDQ"CY5'(7E"]'=*#R[CY9O M4`^C(RPLPLK,V'$C#$<9^MJZ%792AHM.X\[*W,A>E+E\_0H;E+E\HS*7;U+F M\LTK[$%9S9=\EI+%^6PW+YP^TG9#6%Z$:>NF<<%ES??TPUW0*V'U+UC=7]WD MFS]L2XAM`F%;F/4(V]_2(P8@]GAWS9^-UA#K$>-!/6(\OJ5'#%'JD?XP&$9, M0I8>TXB5"LB-V/-70"V9XA5065C7<02TW&+-(:Z`RK`LZLS&$`DS&QB3RG#! M:!S&A/)A3"@?!H#RX0J@?#!.^6"<\D$OY8-/GR_Y+'7-4S[SPVWR]>_19RV. MW`G&8:-QB[O49]G_4N(788$Z%3"-&&(>,<1$8HB9Q!!3B2'F$D-,)H:830PQ MG1AB/C'$A`HPB2U[WE6Q=3,'^_I=6?CHM,!'#U&/&XM0 M;=T*.RES)^-G998]'>I<7(1F[U?8H,QE'Y59]E2732Y"L\^1)[N#OUIYWDOI2OY3<]FIPZO>62QR<$H/3RMR!*9Q2'"P2@T5B ML$CY8)'BX(T8O'F6O)6MW:JWNN>+WH2E#Z/%1W&RP2V/L_D9EPZ[ M#AMI'&I$.E:&RYH/'V,K>]F;>_HN'*B5$+M[02TQJ!6&W7%[9=0C;(<>;Z]6 M_@R6@;$X1&&X='%!D-1 MH2ORX%V8/ZA39K\V1$N<,8BF?+!*^3"'J2TT$H-&R@=GE`^2?-LDJ6S#V\7O M)=7]>90DK#PLVF8*_D9[.@^&N!HH)W#[W=4K3!?[QPHJ71A:O,K'[*W,+1:0 M2@Q26]MR(>RW*3D,MP!-#L.4"(:)P7!KNR2_HK_"!N$M1--#N$^5A)?MNQ/^ M[-X*-T@Z1U*&@=!.(;T&NL,LS%9B$%N9.QR#V,J<;(BEMG!)#"XI'UQ2/KBD MMI!'#/)\OB2O[.N=/+O%UPU_G*V5E0?0_&1-VPQXD[;Z1]^WY2T(FZQ7J0&D M6@.U#ZL5NG=685586`.L<9E2^'/9^U=[_W7D\4]`0+DUT-[@G'J#<^H-SJUQ M[0T?9+MZO#<,B#70WC`BOK:5- M.W#HD[(#"TZ;Y/3'"2"TA:D[^*S,7?/P20SK0&O[1!583[%J]]0;W/&]1OXU?&8\?P*UQM\.4\Q=JO'][]X\VG M`MKA86T0GV%KS*^Y"OV:N\(Z97[-5>;\GY6Y?)<5UBMS^09E+M^HS.6;5MBL M;.4-CNWR;><],`'EK;;UUS?0,=VHZ_)PR!8D/:`4?`]I"EL+.:Y!V*X9\8RF!L)V97[]5>8S8A++RW'=P"AEA%'* M"*/<&`89PJ#/F`R62L$9U+W#5K[I/)JJ984[L,"GO#U'$X(D8/%$^ MS$J*@R9BL$0,EB@?+%$<)!&#(\^2HU(HK#JJ%41T5%DZ0KG+;V9NY=O0W1R! M-U^1U".4%09O-"-\L$;,7BC?/!&9NP_`(S',O]9VV1KN\!G"M/=T M(3KEH95202LQ:$WIZ=7#<@O1]+#L4R7+I3!8M5PKAFA96+Q=5^AT02$Q**PL M*B0&A=064Y$8G%%;.",&9]06DHA!DF^;))6]^JHDV=G;\O5FB]OO4ENF0RDJ MZ#503INVN_P0%31*C6![>V@49G='S$1BT-C:EIF(8YZT7X#4%J$S!5(I$Z02 M@]36=LE.#PM`<8O0[%#L,R7%99/O%#]_+Y92(:@7Y@^,5EO;)3V>(4NGZ9#<0C0])/OT47+\XG8[U=NN?'&[,O_' MY93APP+:WW&%=8W9YO&D+!B4?EV^B\8YUC=F^09E+M^HS+6=5MCB+AVB?*HDN>W(G^MGE4KXN/`Z`[/;#4#RXI'UQ6YO+!);6%/&*0Y_,E>66S[N2U MY1)V\K'P5ECY0+5?+O,C1AKWU'(IJ1"B8PR-OG!0C96YBQ,35.)D-;['`6?> M6%J(IH=52@^KE!Y60_KMS5W>+D!R"]'TD.S3)\EE9^\D/S]#:RF`E)K_S5:_ M1]R6KD-C]D8F)FAMZXYD8+8R=YR#9;2R:);:8H(2@TK*!Y64#RJI+=P1@SN? M+[DK^W7GSB9HW=HF5_AFS6V^J7=84;57?ZF'`OYZSF]"0J%OAQ8+DPH)`:% MQ*!0.K$I"H44!X7$H)`8%%(^**0X*"0&A9XEA64[[A3:-*O[]#C-A*6[-5?8 M.-]9GMB56RF^9"E5'O#80O12AT=AX4Y-#!Y;V^5>>G^_LA"V$$T/K90*6HE! M:VM;TN,,-[]Z6&XAFAZ6?:IDN>S;5RW7#7VT+"S>DBO$_D<[A$)B4"@L*"0& MA=064Y$8G%%;.",&9]06DHA!DF^;))5]]ZJDNB&/DH2EPQZNL/7;NN5C@M=Y M5P>-_Y^R!^`%0)!`BBI[>(&,R99U$MS1P8:,6U@UE=.Q/$P,4;+MBC1V)\YCV$NL-[%SB=SOD6X!B+6*U[9X` M+<:L]VV.T=:NMEV/O%R7B=VOUV7Q78QM6&U9?.-JR^*;5EL6W]78YM7F%FQN M!UN[]KF<>+UKGXNM7+`I)J#U<;F.\W9NON943'P0<9D`W/L11%QL]\<9W6:[ MW_B(N(5-D1_*CZC0=+MD;4!H&J)'T\5VCQY-M[`I^@]EZT?B[9(U>B3.HR_: MIP;L5N(TDM]+O(SX[RX1.9.-@RC6]%`PV%!PL=WGX2B8;-E,`P5#6"0+-B0+ M\2%9B`_)0E@T"C8TRN,K--)XVVJ4!N)[C19;X2:/17>,<.E"G.!]2!37N[/+ M5GW1,@7-;C>T##:T_"M)(.]VV9H$\H;HD#?8D'<+^XU2H/AVV9H$BN?1%8IK ME)XI_K[73,/Z?4TLMKW73,;,*]%<@PV)DRWSPH6>(#SU# M?.@9PB)>L"%>'E\AGH;OFWBG^[L`RVG4>Y'26+_TFF$%9SW)^FVON4P:=EYS ML>V\YF*[NS5$W,*^[36W2]8&A*8A>C0-T:/I%O9MK[E=LD:/Q'GTA<0:WF<2 MO]\^TWQ@+WVR[=:PU_.L[XK1/)?K[C::9[+M'ILOMKTW#6%IGL&&E"$^I$RV M+#ZD#&%IGL&&=GE\A78:M&?:;?.?Y?SIO49IA,]`?ZT7'&>R[5:OHPV-PG7< MPB$^6E^X#HV"#8V"#8U"?&@4KD.C8$.CW%9HI#&[U2@-YO<:)5NQ>EUN;8!N M^41@F5M'&[J%Z]`MV;+''>@6KD.W8$.W8$.W$!^ZA>O0+=C0+;<5NFD@;G5+ M(_2];HNMZ*GCW)I2WQY0\A6G',CAX50\A^0>O5^R-E2$3,:LOT#(8$/(>^`E M?A:P\_?&RF>.68`U-60.,2-SL"%SF=J36<_.+EI30/@\MKWPM^.NG?`W4$QG M5MNN8UZ-B+RFV!R-L5V-.UF7"S-;OUZGCV_7&"_..*S&+/1H;--JRV.\.N.\ M&E.,A50:C%NITBA]UT:7@YQO&^WF#\[*]]2/RX7K1Q0/[-2?O?C[4#RV1MEE M2G`?RB/L8KMWS9VQ(>P65LWU_/+XS7?BT7R[?JT')`]I(7FP(?D6]I;6T^&' MI_S.*,I%;6S7KVE1&7F\165HU)]5QKL=^7(2]+Z2TM1!E;0F6A^7"[/5&T1/ M%V8V1$^V74^^V+*>%]%#6(0--H0-\2%LLF7Q(6P(BWC!AGAY?(5X&L!GXFT] M^7+L\UZD90;`N#5KR"_%*^GHEJ[3Q\$W9_AX/O\0INC91:OB*)E"9N,"FF^R M97^!4!MZ;+.9_B'V_:$T!M?,4"K4U MXK=JIZG`7NUDVZV$ZSLL]DTZ\N1C39`F&8THF8QL3;9>B)+)ME>:5JPKX#%MO>>R9AY2IIJL*%LLNV]9[)EW@YE0U@::K"A M98@/+4-\:!G"(EZP(5X>7R&>AO^9>'?OF>8%>Y$6&Z^)W%L?N_O%5KI,*JBT MK96&+R#1X[N,GW$"R[=W`7TD3O0/*2+_7TF1 M&BE2?#H_E^M65%&>9E%%FFED5?1^^TY3DWW5+;;L#1^<23+RS>=ZHU$GRX5L M^;`:J8/EPFRCO]6VKX,0(8+'")$X1(C$R99%B,0A0O2,$:)?'F&AGR8,W]*O MV$_GN!PGOM\'+,]=O#?:V//_FX4-'>V@>32B>32B>32B>32B>32B>32B>32B>32B^LR&\TQ MV-`MV-`MV-`MV-`MV-`MV-`MV-`MV-`MV-`MV-`MMQ6Z:0)B=4LSDWT;3#8F MTYENP89NP89NP89NP89NP89NP89NP89NP89NP89NP89NN:W02','JU&:5.PU M6FSW61)M*]C0*-C0*-C0*-C0*-C0*-C0*-C0*-C0*-C0*-C0*+<5&FF*D> M[B!S.?1ZKUV:9^S629;KM,O:-FZ*6U0=[Y>M31,Y4W0$76W(&6S(&6S(&6S( M&6S(&6S(&6S(&6S(F=L*.36<_W_)N4P2=FYNL?$Z\RH`;3$9V=1!LW,^<2U& MH+3,[8HU%%(&&U(NT=\'^DBY7;?$7DSM$':[8HT=88,-84/L"+M=M\1>/'=# MYNV*-79DSFV%S!KU9S+?>^!ECK"3,]G*%:KP]J>Z:.WL?5_I1--@0]-@0]-D M8XUBS3^:ANM0,=A0,=A0,<2'BN$Z=`LV=,MMA6X:TEO=TEA_?U8,->1?;-U-%\709J:KM\4%3OC#Q\%"T M`FHC)$5M!!NU\5>2IX)VR7]@YZ5\`>&E2)[*RY/:5]Y;AW4?UT.X\T:_VG:K M7(N1BEJE;=;`N[+UOU;=$ZQVCIC0\LT MX2")U$Z+R2[";A>L$2'L8KM'CK#!AK!;6$7^Q&NKN[N@F(P@^G;]FA:BY_$6 MHFM\GXG^[B!B.3Y]YVY6V^Y)[&+7R%>!KD9^)M?=DYC?[W(B5;\6722WC-=`E[VYCE M[]__>6M3QB6OEU&U;[=KU$VI[M:V%EMV3Z/NJ*`\Q:*"-,/(*NC]UIVF)/N*2[;=DMAR&OWN M,>QJNS_10OX4ELW0UKL1%Y)LF1K(OUQW[P?0>K'=XT/=$!_JAOA0-\2'E"$^ MM,OC*[33S.-;VBW/8"G8CW_^_NG3U^;CUX\__>V?G[[\]JG^],Q-\(]BMTF.S'.)[%;?QC9L]C-]4>&+CIUT)3] M<%8^<4B6G<5N#2W$>58^.7S>AE,^.23=,N63<[X=>Z0>EC<7RO2.!.-E*Q/J MJ$KW97LX$1\;C)A0AP\J=WH&4J9U^*#Z8?G;A3M)2\9ECBG*-Y2$>!TEARW7 M00G9=(ZDPROB)@='*HQ710U!":L#`>SUU*ZM6VK6UBO%L*6@$*X,?%%D\NRO-Y\4F5SZZ\TW1?;SX?5GJZ9:H]-2\CL[K<:U MF9]/Q(]7C"E3R(-*ZF*CD`>5QC$*K48/XXQ]O_PRH]CZO-? M;SU/+`.=SX?76P\4F<8`K[>>*#)U_*^W'BDRLG]0&5SYR/Y!^72,+!Z43\A3?7TRSJP3(]BU*H4#/2W3JQRT%\M8]WZBO5A&]N75>?TJMA>R?U89?'N! MD4_'R.)9^72,+)Z53\?(XEEUZQC5>E;=.D:UGE6WCE&M9]6?8Q3[K+([1CCU M'79T0Q#U'98AE_H.JR=5KO[!,N12_V`9$I(]P,?],3[G3K2_6"9OM,AGWSD$L/IFQO2LXSTY",MTS7V/HC@= M(T[U#Y;1/M6NTPLL1?]`.+5KRXA.?M`RZE9^\"U=Y`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ρ#8P;+R,99>7%:DQ>-)RPCBQI/6$;U MJ&^TC.HYJXY<>M21^DW+J#KUFY91=>HW+:/JSJH_EQY9Y$TJ?HP_(QMZ!29] M75SX+)CZJO368,&H'HU#+$-*O8UC&7&>%*<;VQ#G27$Z1IQZ,\BR^:`UZ`,? MR3A_S1IT=?#KQ0=8XUDKQH_K.SHQ?ASKQ2Z>#6+\N'"C&#^.36)7SR@VSQ4] M(]Q1X=R\D2`:$UF&7"=IYO2LQ=#,,>1B3ND9;3@T.TDS%R=R,1?U#+G4 M7FPXRGY2V5VQV3/>5M3KAS9= M&#\N7"_&CV,7L<$SLJB^RI:!+#XJGTX7\JF^RC*RJ+[*,K+XJ'RZ.,FG^BK+ M,,LGV[=6J5;Y9,NHUI/JUOEDZE;^VC*J7/V[952YQ@66H8O&+VP4'/T9Y=/X MQ3*RH?&+952/^D:;'M5S4AVY\I$7]9N6477J-RTC^^HW+:/J3JH_EQ[E4Y]J M&54@7\>VWE$7RBY?9QE5(%]G&7*I[[",8JL?L^O,9%']D65DX_9ZMGMN\PNG MGY'>P=UC5(_\H,T+U2,_:!GYE!^TC.J1'[2,HLD/6D;UR`]:1MG5CUG&[:5^ MS#+D4C]F&9+(#Z8ON8LQ>R7-^'&:U6+\.-:(M9YU8ORX<+T8/XY=Q`;/1C%^ M7+A)C!_'KF*S9T@B/^'7A*49NC@_B"3RNY:AB_RN94@BOVL9DLCO6H8N\KN6 M(8GZ3BB?M,R)-$]ECYUBNU%OLYJAB3R=9:AB_R994@B?V89DLB? M688NZG,L0Q+U.98AB?H6D47U1Y91/>H#+*-ZU`=81AVI#[",JE,?8!E5IS[`,JI. M?8!EU8$U8;YX1W[9KW16ST["I&G&ZN1IQZ;LIQFK'-$Z>> M?UI&G'KN;1GA-$^U:]"#&#^N#9*4VJYEDQ@_+AQYT3,/RV8Q?EPXZD'WM&6U M&#\N')II;F]9*\:/"X?,NM\MZ\7X<>'F%[JX%U=#9%XMGC/28NV1>;5JR\B@ M6K5E9%"MVC(R*$]@&94J3V`9E2I/8!F5JKO=,BI.=[METPL/R%[ MDOF9_R. M7U]G>;WR*_:0QI(6TEK203I+>LC%D@$R6#)"1DLFR-62&3);,CUSGZ;#)0I_ M,$-F2RITJZQN-:2QI(6TEG20SI(>8`&2P9(:,E$V2RY`JY6C)#9DLJ2&5)#:DM:2"- M)2VDM:2#=);TD-Z2^@F/9-?B>\A@R029+:EY5:)-1\D5GJ*'#)9,>KW"D@L+ MZ1?V%8JSA`$R6#)J8=Z2"3)9?"7*U9(;,EE3H5EG=:DAC20MI+>D@G24]Y&+)`!DL&2&C)17EJ6QY M:DAC20MI+>D@G24]Y&+)`!DLN3SBW])N@\5].D`&2T;(:,D$F2RY0JZ6S)#9 MD@I265)#:DL:2&-)"VDMZ2"=)3VDMZ1F^ZO6[G[50P9+)LAL2(%=+9LAL285N ME=6MAC26M)#6D@[26=)#+I8,D,&2$3):4E&>RI:GAC26M)#6D@[26=)#+I8, MD,&2"UNC7>S;Y0-DL&2$C)9,D,F2*^1JR0R9+:D@E24UI+:D@326M)#6D@[2 M6=)#>DLJ7K.>[,E@R M0>9$?MPF='_^]+=_?_SMT_SQRV__^->?W_WQZ5>VC7[X@8=QWWWYQV^_;_]\ M_?QO3@3__KO_^/SUZ^=_WO[\_=/'__KT15=S\:^?/W]=_V'H^./_?O[RW[>M MJ7_Z/P$```#__P,`4$L#!!0`!@`(````(0#3CJ=S[0,````-```9````>&PO M=V]R:W-H965T;S^_-W7RQJ3B MHMVE>('2A+65./#VM$O__>?YTT.:*$W;`ZU%RW;I#Z;2S_M??]E>A7Q59\9T M`@BMVJ5GK;M-EJGJS!JJ%J)C+;PY"ME0#8_RE*E.,GJPAYHZ(PBMLH;R-NT1 M-O(C&.)XY!7[(JI+PUK=@TA64PWQJS/OU(C65!^!:ZA\O72?*M%T`/'":ZY_ M6-`T::K-UU,K)'VIX=[ON*#5B&T?[N`;7DFAQ%$O`"[K`[V_EG6X&_9')@1WJI]=_B^@?CI[.&E1?-?[X0M>X]E8_A"-=UOI;@F M4%CP5ATU;8(W!"Y?&>.CL8(%_@&@`O/;'J,2;;,WN$@U>#T-7HX3F3PRP)]( M(.((B;%:$G-50_LT6!S`/`Z8>X")25F.INC-6S`X,!`\GI!ZKMZI<)S6DX<7 M/+A$@C=6"#X@"3/4>WV`!`H8(3%62S)E:+"XB'"WF;2O/%";I0*5B]64*./@ MXP^6M9,6P)^I`GA%@C96'W2PH-)'+>+Y-G/MUI$V:O*`%]#C8W<:#Y]AL`1A M+^,$$$9(@`L\H9O7/OI@"=!7<70,`R"$)T4^P=OW/OYH"@AF^M&H\HX`%8OU M+4'6)>`8Q!IP/,QL+<(2>Q2#5G,[J*QZ\6`*ZUS.X69.4-^JD_K M$5`,D@WT.3-F2%R?UAS@SNG3K#Y.7X_]8,T!Q*#34)0SXXE$1$GPVA&,]0@X MHIK$,^,)MDHW]EZ3Z](5C'4).`91^BG&X6SI]\U^UVN8/+'?6%VKI!*7%HIO M5KW).NVYC\2();07F\=^_\VF-["6=O3$OE%YXJU*:G8$3&0&5B+[#;9_T**# MX&$Y%1H64OOQ#+\T&"Q["#*9'(70XX.9O--OE_W_````__\#`%!+`P04``8` M"````"$`TJ(T^3T1``#,80``&0```'AL+W=O/\^F)4);)9M+2?__KGY?GL[\W^L-V]?CDO7%R=GVU>'W??MZ\_ MOYS/IN'_[L[/#L>'U^\/S[O7S9?S?S>'\[^^_O<_G__L]K\.3YO-\4QF>#U\ M.7\Z'M^"R\O#X]/FY>%PL7O;O$K+C]W^Y>$H?]W_O#R\[33Q#L'_/'+L?/[:/F]KN\??+YO483[+?/#\'O^-)CT_>WD,6C]?=_N';\_R[_ZGM_`OT93_;;WY\.2\7@G*M M5#R__/HY>H7FV\V?0^;GL\/3[D]CO_W>W;YNY.660&D(ONUVO[1KZ[N2#+[$ MZ#`*P7!_]GWSX^'W\W&\^]/<;'\^'27>GW3(X^Y95I+_/7O9:A+(O_WAG^C/ M/]OOQZSYV>/OPW'WLH@[%9*IXDF*R20E M.4Q.'BNOCI]BYZ@4^L6)"@QZ&1%S\9^\Z#+9B` MZ`\?.MR"A#!>U,:R^-X#-M&41#.KOO>`35P*\L/'#E@B&1^P#6GA]J)P?76C M"7SJ]34A+=C8O/-PBR8T^L.'#K=HWF_Z0S+R?8=;-#$MVLB\]W!-8(H??9_I M2QB]NOI#BB6G11N:]!VQ"4_SHVZUHWF_Z@SG@]YT:2B:H^D,R]/3Q M7L;GTN@<7'LX/GS]O-_].9,KF\3V\/:@U\E"H+,E9]\D&]/SL5P7'K5[6?M+ M7_E#3K4'X;^_%JYNKC]?_BVG^,>D5\73J^AVJ:9=]$2O4]<@=4@(:4":D!:D M#>E`NI`>I`\90(:0$60,F4"FD!ED#EE`EI`59`TIV\B;@)5MF%-B6,M.7"\E M[=+Y9Y:KI&*SL93+L[2+&52#U"$AI`%I0EJ0-J0#Z4)ZD#YD M`!E"1I`Q9`*90F:0.60!64)6D#6D7";9,)L8EJOLY<35R3.Y"GTHS[2_;"[= M4]PG-Z\J<2?=M:0GPENW2S7M8@Z[!JE#0D@#TH2T(&U(!]*%]"!]R``RA(P@ M8\@$,H7,('/(`K*$K"!K2+E,LF$V,2PSK')_%)^9HKLD)_5D%_.AU-/^DUZGN3N[)/CB;>V8'IQREF,F,2BS7L@W-)MU-[FR6 M]C+C:I`Z)(0T($U("]*&="!=2`_2APP@0\@(,H9,(%/(##*'+"!+R`JRAI3+ M)!MI$\-RE;VOO%W0$6ZRQ7(M-UK99,M?.M-> MYD!KD#HDA#0@34@+TH9T(%U(#]*'#"!#R`@RADP@4\@,,H%I`:I26J1VJ0. MJ4OJD?JD`6E(&I'&I`EI2IJ1YJ0%:4E:D=:DP^URVI;W29(/4(2&D`6E"6I`VI`/I0GJ0/F0`&4)&D#%D`IE"9I`Y M9`%90E:0-:1<)E5(55(M2TY&R7[*EU'*;D;%DLNHVZM<1J6]THR"U"$AI`%I M0EJ0-J0#Z4)ZD#YD`!E"1I`Q9`*90F:0.60!64)6D#6D7"952%52+4M.1NES MEFQ*O6,#%@UQTRVA?+X5JSFF)N+6B+./#DP^S-] M-)`[OR643S@\$8A'9HZS9D>:0Z^30E*#U"2U2&U2A]0E]4A]TH`T)(U(8]*$ M-"7-2'/2@K0DK4AKDB0<`BD)1ZMZS(VXFW!:\O4E7%(*+J7I7=&J;)SQV3N" MV_RC`=O-9%>-5">%I`:I26J1VJ0.J4OJD?JD`6E(&I'&I`EI2IJ1YJ0%:4E: MD=8D2;@TWB:0DG"TJL?]S3T7K6IA5Q)3^YDC MK7FL[K'08PV/-3W6\EC;8QV/=3W6\UC?8P./#3TV\MC88Q./33TV\]C<8PN/ M+3VV\MC:8Y*)#+"DH@=]J2"/2IV>;C9JZ=>7C4E).)N-,>6OM[DG6-5"VLWF M(JC.7B&I06J26J0VJ4/JDGJD/FE`&I)&I#%I0IJ29J0Y:4%:DE:D-4F2#E&3 MG*-Y`BX9E^WG)IQ6AGT)%U>,)55-VE3TMZ@\U]O\$P3;S8RLD>JDD-0@-4DM M4IO4(75)/5*?-"`-22/2F#0A34DSTIRT("U)*]*:)`F7QML$4A*.5O68&W$W MX;0Z[$NXN&KL)%Q:2'8V>/FG"/HK>G%>FN.LD>JDD-0@-4DM4IO4(75)/5*? M-"`-22/2F#0A34DSTIRT("U)*]*:)`F'0$K"T:H>)G82+ M*7])S3]C**3=;,*!ZNP5DAJD)JE%:I,ZI"ZI1^J3!J0A:40:DR:D*6E&FI,6 MI"5I15J3).$0-4DX6M5C-OD-0@-4DM4IO4(75) M/5*?-"`-22/2F#0A34DSTIRT("U)*]*:)`F'J$G"T:H>JSGF))Q^RL"7<)&[ MCR$2RM=,[O+/(3+]TG."SW6\%C38RV/M3W6\5C78SV/]3TV\-C08R./ MC3TV\=C48S./S3VV\-C28RN/K3TFO_`;/XO(%L7*%1]6?5AST6?4=AN-A=1V:ZS5TAJD)JD%JE-ZI"ZI!ZI3QJ0AJ01:4R: MD*:D&6E.6I"6I!5I39*D0]0DYVA5C]4<J0NJ0>J4\:D(:D$6E,FI"FI!EI3EJ0EJ05:4V2 MA$,@)>%H58_5'',33@O&OH2+"\E.PL64/\/E'U$4TV[V#`>JLU=(:I":I!:I M3>J0NJ0>J4\:D(:D$6E,FI"FI!EI3EJ0EJ05:4V2A$/4).%H58_5'',33NO% MOH2+Z\A.PJ6E9><,EW\,H9_TS)_A0'7V"DD-4I/4(K5)'5*7U"/U20/2D#0B MC4D3TI0T(\U)"]*2M"*M29)PB)HD'*WJL9IC;L)I7=F7<'&]V4FXF.(O*X@^ M4UK5#P-+S^.3]O'7Y6=?%ZAD'ZT7K]\0-,I\V`UH6NY M;&<^VG"7?[!J1MK?\*LE5"I%']$O7A5R^[RZ[6"2-R0U.'/3]M(/_\O,N0MZ MRW8P,[=)'<[6A[)3/GGA2.;`-O:E0NXE6=E>9OHU23(\R2V;(9+AL4F*V`6*5[EH MRB>MTVYF!4GZK+E)KS7K3-*;7PO5K\?()W=,)7T[V.^2N,N%IIJ,+&7/LIZ1 MI4)N8-T,O(W?`G<7N8EPGYZ_&X;L8DU#V\6+RI2PW5]G_F1ZQ4O?7Q3NG?]R MY8NQZ6Z7GABR2T\-G5QZ9GK%2]_F7^&Y:;=K+0S9M9:&3JZU,KV2E@%Y,W69*6=C5YD[TG5>5-EG1+(GIU?Y'+9GG/)5VB%=WWG);M?>^YN)SO M7%!B*EVG*5_5KY_1+;(]ZIHAVZMNZ"8=&!JR`QNDIB$[5\N0G:MMR,[5(74- MV;EZANQ4K3+DK8M5TL\=> M,R27E?12@'-L/>EU\RG^VJ%2\2*WJ0G-/';J!JEIZ.1J+7>UF_N+W+^C;::Q MBW5(74,G%^NYB\EGJG/GF[Z9QBXV(`T-G5QLY"YV=9&[Y(_-+':M"6EJZ.1: M,[N6C>QU?ADI:&3*Z[>M>+:S&57E*__2#X4D[&*L9-KRG>"Q$.3 MU"P6<762[PC)SNZ^Q?2Y@^?\78J?1V3/WPG)6\QLQJJ&[%'7#-E>]83D`,W` MT/2R`QNDIB$[5XMSM4TO.U>'U#5DY^IQKK[I9><:D(:&[%PCSC4VO>Q<$]+4 MD)UKQKGFII>=:T%:&K)SK3C7VO2R37(O[94(IR94=ZR:7 M/F/P)5?\[,%)KO1QA'VO%J[N_7^6B?J^5B)3C[Y:5)Z[RY;+R.%7.26@J:E/T MC4IH*FE35"9!T[4V17NG?%-))Y1_GF>MPB=IDE]6]C7=:%.T5R&BZUZ9H$Y]O*EY)D_PZ@^A?$WZXL9GA?SQ%?3%E0\,<)1^2;!_-AWA&5")HNMKT.5]H2W+XO[HZ5'Y M#JJB4?4&56/J#:E&U!M0C:]IDPQ'( MN]`[3G89073Z]XR3[84<;-X"O>IQE.SA`KWXL47V;8%>`]DB>[5`+X5L MD2U;H%=$MLC.+=`+(UMDXQOH'H`MLN,-="O`%MGX!KHC8(OL?P/=&+!%]KR! M[@_8(KO=0+<);)%;AT!W1&R1.XA`-T9LD;N&0/=';)';A4"W26R1NX9`=TML MD9N'0#=-;)'Z0Z`W@6S1,H1DE[]-RA&27?XVJ4%(=OG;I/@@V>5MTX3UYZNF MJVY6>(R:K/YJ'"/W=H%N6=DBY:-`;\'9(B6C0._$V2+%HD!OR-DB M-:-`[\O9(J6C0&_/V2+EHD#OTMDBM;=`"Q)LD1)E%!QH!8OK2`TXT$(66Z04'&@] MBRWRW%'?#+XKBQ3&93K?%40>F\@+YVN1QQZ2(KX6>6PA0?6UR&,'25]?BSPV MD!.#KT4+_GK<4=ME>FV7;]A_>_BYZ3WL?VY?#V?/FQ^R6;N*'E+MXR_CC_]R MW+WIPZJS;[NC?+=^]..3_+\F;.2;FZ6"<'[V8[<[FK_(:W:9_O\P?/V_```` M`/__`P!02P,$%``&``@````A`"I.DE[S,P``S`P!`!D```!X;"]W;W)K&ULG)U;DQLWLJW?3\3Y#PJ]N\4BV22[P_8.DZS[I2^Q MSSG/&KD]5HRE=DB:F;W__5Y9``I`KF2W?.9![?DR@0)RH5!(5+'JQ__XKT]_ MO/G7TY>O'Y\___2VN%J]??/T^NAMLOWU/'\V^_??SP='[^\,]/3Y^_N4J^//WQ_AO:__7WCW]^#;5]^O`] MU7UZ_^4?__SSAP_/G_Y$%7_[^,?';_\]5_KVS:?^W/]#O_RJV M[S^$NN?_0]5_^OCAR_/7Y]^^7:&Z=ZZAW.>;=S?O4-///_[Z$3V0L+_Y\O3; M3V]_*6X?B^OMVW<__SA'Z/]^?/KWU^2_WWS]_?G?]9>/OPX?/S\AW!!*)/C; M\_,_Q+7]51`*OZ/2U2S!_9RNKO>K3;&^?OOF;T]?OU4?I>S; M-Q_^^?7;\Z?_YYP*7Y6K9.,KP=]0R2I6\D+!K2^(O[Y@L;LZ7%]O=X<]#O]" M25CG=N.O+[E>7>V+UN9-YG@3.[[^]__G'+\__?H.I%2)]_?.]3-3%K=3F3W\_4)8) M`1/3!W'_1?SABS\XU[\"_^OGF_WAQW?_PA3SP3L=#:=U[G):7&2BD9K/1$HB M%9&:2$.D)=(1Z8D,1$8B$Y$[(O=$'H@\IN0=E%GDP7GPE^01_UF>$-;C0J)@ M&Z7%XA(*G8F41"HB-9&&2$ND(](3&8B,1"8B=T3NB3P0>4Q)I@4F%M)B>[V< M&6+&-3$[,6[R2!^=3X%#+&?//GF)#$1&(A.1 M.R+W1!Z(/*8D$P-3-HDAT[>[P/&\)?XX,5#?$GF>M[S32_(L+HL\1$HB%9&: M2$.D)=(1Z8D,1$8B$Y$[(O=$'H@\IB23!TJD\H2KA^!9A1"]HR-;+%:B+H>5 M.B<6IU#L3*0D4A&IB31$6B(=D9[(0&0D,A&Y(W)/Y('(8TJRH&,%8@5=F)#$1&(A.1.R+W1!Z(/*8D"SJ" M:`5=BGM MG-8W2_C.CFQB0$LB%9&:ZFG(IR72$>FIGH%\1B)32K)@23J:1LNG*%>2O7_[ M_>.'?QR?,8L5RSIL]L_#&-!^"=&)T=FCW6;.:M:K0JV3R^@0IL2*4:@E#TFRP7#9EG1/C4R/-E@! M)-<0%;%3\(HC\1R0J!6!DIS!"I3/)=)`.:060MM7*F=E3;:0\4=U](S&F)!:?'V:G63_6^7]WF,[N$X4U9I'G%) M`ZR(^_0@C;A#B'BH]R2[;SJ\#B7A*[U7@BHN6#-JN&#+J.."/:.!"XZ,IJQ@ M'BA,#F:@A*M+ED-J?E73Q4DR7CG3TZ'IT6X>FMCISI4M0Y%X+E4!Q5IJ1DU` M%RINHSU(VP44*^X9#0&%BM68'Z,]5#P%-%>1CCW,<(EHXI1[1'^!&D:]FH9=8QZC_`G MU#6PU\AHRE`>*%G>6X'RR_[8WZ-LK+L1%=<\-P[M#%ZDIUJ@L.\6`]HR&@%P\V!B]_ ML/65NE)/P6$^6"Z6I!>)6*]."RX=R4:[SU#2:2%-6OQ=#(?VL;]EX5&<*2J/ M#NFT0'4UH6"LJPTHUM5Q7;U'R65A"`5C76-`L:XIJRL+X/JU+.P_G_],L[#9 M/[^D>93N@#`Z,RH958QJ1@VCEE''J&T*4\,3I[='FO)#J$ M"V[%J.::F^AU8:\D.H2:.T9]0'&&'0):]G=4HC]&AU#SE*$\U)*C)*$.ZZ2U MRUVRD#JDUO+JLGSR!9,Q>0X(2_K+U^`R>+D]A?75.K_\J^5T%=SCM%\'%">< M)J`7#]T&K^\[=!?T1`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`)>M72^:]E36IU5N_5DTG*8_P9VD1'L_+?Y-SNG9> MZU7X""E=GF4-Z`:VSHVOOMKKP M[-XY.*3:AC(X:Y=(&MIZMUBR#I5]W_+Y6BV?ESF%U\BS*P*0:FOD1]XMB+NY MVG!^%*I*3U=W0/Q8^.4.^W;%DO5RP$LE[>5 MV]LXX-UG:L"?@TN4J0SHHDPN/PINL60=T,6267]W:LGW'?G17"0?Z1Y):K:, M1FBOMF).T6U9?#`J&56,:D8-HY91QZAG-#`:&4V,[AC=,WI@])BA7"-9[1EC M&0%D)?3WS)-#]B5#*J&-6,&D8MHXY1SVA@-#*:&-TQNF?TP.@Q0[D0 M:A7X/2<++Q!W#DD:EIXL:E(X1;=XLBPE`RK9JV)4,VH8M8PZ1CVC@='(:&)T MQ^B>T0.CQPSE&LDZ-CE9OD<6NH\*O2E.[H%0&#UF*-?(R@)>27EWG`EXI$ZD(B[*W8YL=(LB MNLQ0+M*%)`8/#]-5QR%] MMJA5^\F7S*XZ2\DH!*&*"]:,&D8MHXY1SVA@-#*:&-TQNF?TP.@Q0[D0D@XE M,UI8@^]G6J8Z-B5]HW92S3"B\ ML203*LS!,\]3,(_TJD2G8,$M#ORS1VN\S&G^+=UJ>[-772ZY6.71_`*XBZ\0 MJX.7O!GN7S\?5E=ZG=0$C[@,;OEHG4=KO-;'_,%?SV6&4#.N[,N(H?=VC,'+ MM_`*&Y?I_]1%;`KN:3 M1[BXAX)-\(KUMXPZC];)1:5GMR&@>,C1H^204_":#YF'2F6TR[CFM'7OD#PA MOHB(;Q5=KK$FU-0O"%H7B_$7WR=`HH].7LDL0TCK&2W M*J!861U0?)BU"2C6WS+J&/6,!D8CHRE#>:0D14LNC4ND7.J6G!?'O4-JU;M6 M0^P4W&+OSA[)B2TC\X?=]4K?:RBY6!607*A?F'%=LW`B2MW[&_UVPR94$QO4 M,NH8]8P&1B.C*4-YN"7KLL+MLK$LW)2@G>3:(]LEL2=GC_(YD]RJ4#).8+5' MR036!*]8?\NH8]0S&AB-C*8,Y9&ZD([M.1WS2$V9:S5!G8);[-W9HS!E_G"S MO5[34L`=$,]=AS._"C5AY+TT,'U!/V7BQ5&JZB;4$ZMN&76,>D8#HY'1E*$\ MWI(W)2-S7B,7UQ=?>(M?Z^MELD?0(43J%%#LX=FC->Y@!;>2W:J`8F5U0+%@ M$U"LOV74,>H9#8Q&1E.&\@A>2,?P5BZ*E$-J\;K6.SF^9':^NY++XG5SLRW4 MFK?D8E5`KTREKG(_E1[P$1S5HB;4D\;;]R6BSGO)JDKFY/65.A5[KF8(Z,46 MCM[+M[#87^'V5_(_=9PI5#JW+1=+$K._,MQ=(I=-T`YEBUJ/8BS.>X?6Z4UT MSQ)=JX#2"=J5S"9HJK\-!>,AN^60,<7HV6T(*!YR]"@YY!2\.(1XCQR'T/YI MEDNTU<_AY_)Y4N>17F*HG.04W<(,/B2<(M"+"4#*MFK8E0S:ABU MC#I&/:.!T'3A3]$B?+&J#Z!3=@B!G1B6C MBE'-J&'4,NH8]8P&1B.CB=$=HWM&#XP>,Y1K="&%/'`*Z9$60JWV3M$M"N$J M0\F`2O:J&-6,&D8MHXY1SVA@-#*:&-TQNF?TP.@Q0[D0DM\E5^J0H1Y MD3W20JA-R5-T"U$_,RH958QJ1@VCEE''J&F#TF*%<"$DK M+2%H9#8Q&1A.C.T;W MC!X8/68H%T(22TL(EW!F0O@<-/G]P('0F5')J&)4,VH8M8PZ1CVC@='(:,I0 M'BC)4:U`"5<+'H_B,OIT('1F5#*J&-6,&D8MHXY1SVA@-#*:,I0'2G*X)%`O MWB`[N(0O&V8.J1MD:[UI[4NF-\@"RNY!\0VRX!9O054!Z5M0:OU3)WYAEFD, MU@86#]$%E#7.N$$6_&+1(2#=.G4M&A._T+HI9[E0D@`F0BT70Y<89IKX7!%_ MDB6\WBPXB69J3]&C98_A>K/6KW,ON5CED6SI+0?D&PG!RVT%[_&1'35*FN`1 ML]>6C]9Y%&^0J>56SV6&4/.++1R#EVMA0;L74W#@6V(W*B4.\LP\GW`\2GMO&74>9;?$V&T(*!YR]"@YY!2\>/?@ MYD(R.G,5*I=2JOU=NB7F2R8;M6>/PO[N=KW9J35(R:6J@%[>W@U>?GL7]QW4 MS-,$CS3>OBL1=>S5,QH8C8RF#&43QXU*.9>1R7GE[)I_B22@V.RS1]D=,7:K M`DJV<0.*FP9-0+'^EE''J&B^LK_4VY)M036]0RZACUC`9&(Z,I M0WF\+^1W-YS?>92DRZ>`8D_.'N5SIJLLW7$-)>,$5GN43&!-\(KUMXPZ1CVC M@='(:,I0'BG)C8R+_XW+F=*+OT=JRJ1;8L$M]N[L49@R?RCP%(&Z"U!RL2J@ M5^9,UU*\[FL>F?B!G=K:;4(]L44MHXY1SVA@-#*:,I3'6^59K]T2N^'\RZ/T MEEA`L8=GC[);8NQ6!93.I3Z92^=2CV+];2@84<>H9S0P&AE-&,<;AUZ[)1;<8E?.'BW+5;P39$57>5][+%:%FF!Y:2YU!?U<>BBN#C1B MJ>HV5!V/UBV-=+?$"OW)HI[+#`&]V,+1>_D6%EO]MNDI5#.W)I?'2OM>N.>+ M]P;1)="A;!GK4>S]V1?,;H)YEDW)OF0Z)3N43V\LV;8/*K8;45X9%:56QH5>$3M]CRN^Q/!Y7V+XOB\Q?-*7&+[I M2^S.8/<&>S#88\Z4;!?R16S'T!D4F+J8;-0Z!MJXLLGLA>\Q$X,VQ*`-,6A# M#-H0@S;$H`TQ:$,,VA"#-L2@#3%H0PS:$(,VQ*!-RI0V*KE\81*,IQ0GGKA# M$$Z5>$DN5AMUQ85LBU^8YR`;,DG`D+9)$>#-DO9H!>T(09MB$$; M8M"&&+0A!FV(01MBT(88M"$&;8A!&V+0AABT(09M4J:TN9`5%RM.BP-+?O.$ M<\3Y)0PZ$(,.Q*`#,>B0,M76"WEI@?>HZ,7-PN+J$&WU?I&AK<305F)H*S&T M-66JK7\QIROP=A3N@V=QZ84^.(9WU\R/O*WTG@MZ1*70(UU*7:+0/RJ%_NE2 M<=&A>BNY2;(ZC;.O2UK2+8,"+T:1GF8OVN!WY"QN^.RI])1S>/34UQ3OAZ"G MGETLAJY2,725BEWLJZ0%9E]=OI#WU3,$U]3IKUGH51>!CVG,NCYI3)Y+^7^FJGZ;%!+ M]L!2U='+.*+<+]D+[Q?5VUFZA]JB7B677!>&TERRUB775]?;;,C@_:9Q;E`Q MD)69-?+Q>PN:NSS+SG)(D@%"H&XD(Q>(7EB_H.C&( M3PQ=)8:N$FL,UAJL,UAOL,%@H\$F@]T9[-Y@#P9[S)F2358[B6S+A(29F;59 MED:9-FH(0IO%+]&&&+0A!FV(01MBT(88M"$&;8A!&V+0AABT(09MB$$;8M"& M&+0A!FU2IK21U9VIC5OVH6B([['`;U)%KV1I"1V(X1PA!AV(00=BT($8="`& M'8A!!V+0@1AT(`8=B$&'E*FXR4K3C)M?@F9Q2Y>EX5)##'$CAK@10]R((6[$ M$#=BB!LQQ(T8XD8,<2.&N!%#W%*FXB8KV"1N;@K'6L_Z17XA+[O#@,L'H6/R M1>]E!8?)6VW\8V`Z/_GRU>)'SQ(N3]LO,`CYHM?K`Z'52M'Z+#X MA?J@`S'H0,>`#H[)]UN7)F/[15V7H`V5A3:.9=U%635O0J_%+[0/>J5,Z27+ M\$2O.'>[]7DNC6/JYN.6%I-8,8NL:WR^?EY='[:KPU8M1*",KRU;9'@6$T8H MXQD&W1(U?OQH<7-O@=SOKW9J^0>=Z(C0B8X(G<@/FI`?-"$_Q)\8XI\R%7_) M`\SX^Z0AFV<<2V\Z%DB[YE@7,8P(K7>,8<2@)X;04H48X)XE=QX7%NM#X*@^ M!(X8`D<,@2.&P!%#X%*F`B=IA!DXEU_D`]>S>,)C_G`LN4V%N!%#W*@LXD9^ MB!LQ##ABB!O5A[@10]R((6Y4'^)&#'%+61XWG)-VW&:#FHL]4WN#6W5BG0KO MM\:D+2?\YD;?IST'ER3&4>>EL]T<,-T=7Q=5*[5@V2U7IJ`T]BJPS M_'J##08;#3;E3$7_4D8GESM])?0LV7%%I'TVA;]A?D=L'!G5@ MR4U1!([*M@9#X,@/@2.&P!%#X(@A<"E3@9/4RCK=UR[GRDYWS_1U*J;9?HT6 M_'!Y7,8:]D/5;0G$UQTCJV]S4"L2#&?O%L<60FX5U5=MJ.#=_/,SR)'5A1VB M4.T0A1A$(091B$$48A"%&$1)F1)%\@Y3%)>0Y*(XEEV\UI[%:PV"37Z(K&=9 M9,D/8:3Z$#E;3GP4RU0Q1B$(481"$& M48A!%&(0)65*%$EJ$E'FS.6%9V8*^[+ M9A&G^C#(?7WQC348Y%06\22&>!)#/(DAGL003V*(9\I4/"7I2.*Y9!:2_E#< M?(8">=*96&5&&.3.+V06A^OK_58-+LP@OK*X(D9P/S<_--_QL MHU$[PD]'1/@=6V-ND%,#+^'(=\PA!I6"&)ZEP:%V0A_OYMJYV5_)\W+Q?^JJ M!NW20RGM)&%)M'O]7'`93CYQ^:PG/M4(_1Q;XZ(2!C[TOG"F5Y4 M(4X&S^*)A).!RD(-8E##,5$C'!@"D",$\"SV!-'V+!X8$4W+JHA*)O-21-4[ M%(JU2WWRB'H69Q)$U#.\)#%T`A%EB)!2:2Q/'$M6C@@I,824&$)*]2&DQ!!1 M8H@HU8>($D-$4Z8B*CE.$M$XO[CD)X^<8VN9_],)1IU_"&=P=)G,88L?EJ@S M!^%U3DG4$%UBB*YG&!;+0>G$1<"=F\]E\**KXA!/6_H*`,2@0T$,8A##L?"V M%FNVH5*0QK,7&PVUG)MO]&:G;H2JP$+)]%"YDIM+*>EL4"FI9Z)D&.^G8H%I M5N1AIA*S*A1.KMEU8%E6Q&7;X)<>`G-E5>@D M8[).@HU+I;*3P+,LC4&ZH_(81-.576,78;Y*X86H>A_T')R2'V65!D-T7679 M08US(+CYB^SA:J_.NF:I*4YTB+^O/3+$WS??7V2W5]OT;%KI?8(^%$BZ`FV^ MI]F0R[NY9J_Y)X6+Q]Q")9YD5J9X+N7*Q?-I6#;L'1.APKD`8;QC#`F$(09A MJ$(,>\_B10UAI[((.S&$W;'\:LJ."*TO''N".'H6#XQAGQY$14YR*S-R+NG* M(^=8EO!@V*N=?0S[Q2\))C$$DQB"20S!)(9@$D,PB2&8Q#!,B2&6Q!!+8H@E ML3N#W1OLP6"/.5/:2(IE:B,&/9L[IK2YICL*,GV@;#)'8Z`3@S;$H`TQ:$,, MVA"#-L2@#3%H0PS:$(,VQ*`-,6A##-H0@S;$H$W*E#:2KIG:N#PN/V]\;I+&%#L2@`S'H0`PZ M$(,.Q*`#,>A`##H0@P[$H`,QZ$`,.A"##L2@`S'H0`PZI$SI(*E?HL.K>Q!8 MO[$^GL4E-O0A!GT$X&PT2]$!,KZQL0*H:QWQ`2RU,?/ M<$!M*@NUXT'2PCJYPA"(CJ$U&`,,,0CH,!@$T3$>AOJ,01#]PE$P"JA"C(+H M&"ODAV,P-*)CJ!%C(X/YX-A>2OUG@YIL/9-K:!)Z_7:.4Q'\XJ1\#BQL'*\W M!R2U^>9K&9S0X-#Z:F&QLCJP-4:Q),C;*U53$SQP6H2:VH6ES:=,N%O<7-V[ MP]5*[8+WBTMLY["P>,0QL-#I8H_/E:BF3L$IZ?3=PF)E]PM[L?D/BYMO_OYJ MJR;1Q\5E;KX:#Y)/)Y/%LJFW=8EV-B]XAO5N"#*T]PEY;#FT=VR-#>_@"*T= MW,85%+2FPM`Z%(XU0EYRA+R^PKB+#2T]B]M2$,^S>&"(1_5!/,?25D,L*@RQ MJ##$\GZQ,5#&L]@82)'6IZ20]-N4PN7EN12.Z3Q.C5S(X_UB,"&/8^'A$;S> MXT8G@)"+"D(N8I#+5X;6R:E)OV.`=E0*VGDF5Z6+'R2`G,[-[WG*-V#PO8/X M/]5;2$V'@M3$(+5C(0((P&JO[MM">BH(Z8E!>L]>[`M&@W/S?<&F\XW:LL7@ M2&M7@T/V$\S!X38:\L'A6)*\8R!XE@T$QR0,R7E*CA">&(3WA9,C0VMRA-:> MQ8LZA'4LV76%>%06XA&#>(ZEK898Y`BQB$$LSV)CH(QC26,@15I622'IOBF% MVP=(`G(LMH[)%L$RT+'.5=)#'N^7R>-8V!9>KV]N]"C%>4H%(16A'I:"=9_BS--^ZA'HWMRM[6%^I+6Z(2Y5#7&(0U['0Y\T!)WR^:H#6 M5`Y:$X/6GN'/Y<9#?N^V-'ZO=BHQ&M+:U6C`Y=D>#6+0"RK'\@NH9YGRCJ7[ MS%":'*$T,2CM"R=W62$N.4)F9_'*#>VH++0C!NT<2UL-L<@18A&# M6)[%QD`9SV)C($5:5DDA>PSFB>DV'_(3TS%]`54#%R>F]\OD<6RY?.RO=WK, M0"XJ"+F(02Y?&5HG%]"-?D0!VE$I:.?9BQ<=R.G,AK5V-!]2>CH=7-S1D,-`I MZUA^+?4L&Q..89).KZ4.XDLGX?J*,4"%,09\X62$0G9RA.R>Q0JAL6/)Y0NB M4EF(2@RB.I:V&B(ZF+0:(E)AB.A9;`P4L5EB3JN@2E?,'8"2A%E4$I8E"*&)1*F5)*-A42I5X_F=PN1*Z@8[F" MQ*"@8^E32U#,P>2I)2A&A:$8,2A&#(H1@V+$H!@Q*$8,BCF6-AH*.9@T&@I1 M82A$#`H1@T(IRQ6Z5EL[I)!^XFDNH%8HGLDINZR9L%Y5(^^$/&P^%^$79K:S MP4J#50:K#=88K#589[#>8(/!1H--!KLSV+W!'@SVF#.EF6P')&?5LOUR[?8) MLK/',Z7-3JV/H8W?8\BT(09MB$$;8M"&&+0A!FV(01MBT(88M"$&;8A!&V+0 MAABT(09MB$&;E"EM)!LWM7%I>JZ-3]UQ>B;GC?Y%'+19_)+SAABT(09MB$$; M8M"&&+0A!FV(01MBT(88M"$&;8A!&V+0AABT(09M4J:TD?3R.::G.[6?#MD6OT0V8I"-&&0C!MF( M039BD(T89",&V8A!-F*0C1AD(P;9B$$V8I"-&&1+F9/MW=??GYZ^G=]_>__S MCY^>OOS]Z?3TQQ]?WWQX_N=GS&3;:WDF<>%OOCS]]M/;(RYIMZALWNQF6R&V M>4N1;6NQS3OQ;-N(;7XTG&U;LRW(-R_QS#EWF MYN967GEIE,'K;=`&O+_(M$F?\5X_P[9#*W9F*W9HA4N4="MV.UCF70]M.:`1 M;C%)%C0!'THS6G!`T/%Y+L,B,MHJ7J,V6\,=RNS,*.Q09F>V8(<6[,P6[*#> MSE1O@QC@J1&CU9L]+//B1L=@DB6V2Z=[.R1/;),&]G7,HMDFB>SOG M4FR3K8);_&-I)UL&M_C'LLG6P>VA;).=@]LY&66;["#=C`G+AC&QN\4_EDWV)F_GS2MN"X;13L:250[#:"=CR;(A7%N)F37: M$:ZMQ,RR(5Q;B9EE0[BV$C/+AG#)=':2LPL&\*UE9A9-H1K*S&S;!CN6QGSE@W-7TL? MK/D9PV\M8]"R8?BM90Q:-@R_M8Q!RX;AMY8Q:-D>Q89_+!N:OY8^6#8,A[6, M",I0ZK?6$/!F(<6W:Y"$_.9Y5#L\C%M`/O\>QKHVPX7B6#4\G M%M#/M*$M!?0S;6AB(>VTZCSBT6UII[E2Q,]2Q&:-7923:Z.[U:W7W'@L7VSV MW+J^D79:&8;\J%'::=EPO`)CT.P#'D$N,`9-&[0M,`9-&R0O1'%"UP#EMVC"6"IS3IDU^M2IU6GV77ZA*G99-?JDJ=5HV^<6J MC#/+AI\1S^/:LLEO5F6<63;Y63STPY.:/':AGZQI39O\L!HZX/?'7$Y^-HW^ MF3;Y:;/4:94[2CLQ)JQVRB^/94Q8-OG!L8P)RR8_/)8Q8=GD!\@R)BP;]),U MM-EW=$W6T*8-^LD:VK1!/UE#FS9YLP'F"=.&F,D:VK2A&;)6Q./;K`.:(6M% MTX9FR%K1M*$9LE8T;6B&K-E-&_23-;393N@G:VC3!OUD#6W:H)^LH4T;]),U MM&E#,V1M:K83S9"UJ6E#,V1M:MK0#%F;FC8T0]:FI@W#2-:FEVRRYG,/_ZAY M%[+*FL^T0599\YDVR"IK/M,&667-9]J@K:R%31N:(6L;]^BA:B>:(6L;TX9F MR-K&M*$9LK8Q;6B+K#%-&V25-9_93L@J:S[3!EEES6?:(*NL^4P;9)4UGVE# M,V0M9;83S9"UE&E#,V0M9=K0#%E+F38T0]92I@W#2-92IDU>[@C]\,)`:YZ` MK;5M\K)'Z&>6DY<^0C_3)B]_A'ZF3=XMB+Z[7V6KL23O#I1V6NLL>;^?U&G9 M\'+>/72X=+P]=#!M\II-:8L5%[S;<`\=3)N\=A,ZF#:\ZW`/'4P;/DIV*U_5 M8A6.^,TU2N$UX):MD%D7[^-EF[SI57I@K?C00+E2F39$4Z[NI@UMD2P5KZWG MX\$FJTA\PL.R%5(.[_DV;5+.W3-2JC>(2F-&!9^4NY6OG'%]^++6I8:EMJT MX#N<&(E6&7R<&#VU1C:^48R>6I8C8G`T8W""1;[ARLKA$[GHJ67!AW'14\N" M[^.BIY:EAD4^[\K'P;=PT5/+@D_B8L1;%GP!'#VUULM'Q.!HQN`$R\FTX"O5 MZ*D5-WR<&CVU+/A&-7IJ66I8:M."[U&CIU:9%I;6M.#KU!CQ5AE\IAVU63'` MU]I1FV7!1]M1FV7!U]HQJBP+/MJ.N.V M-(A!8\:@A:4U+1TLG6GI8>E-RP#+8%I&6$;3TNZ1'+H'==45L(.E,RT]++UI M&6"93,L1+3B:+3C!0U/[6:8=E- MRP#+8%I&6$;3,F%C;C+WY<[8_JW,W=\&ELZT#+)E;%J.:,'1;,$)EI-I.<-R M-BTE+*5IJ6"I3$L-2VU:)FSZ3>:>WQ'1.9K1.<%R,BUG6$K34L%2F98:EMJT M_`];]Y+;(`P$8/@J42\0M>LJ"Y[&&.Z0JN2A/H@(4J_?'Z)FD?Z[)E\B#6-P MQ8R)`]*H1"2JM$BKDI!.)9"#H#EHD$8E(E&E15J5A"25#NE4,B13R9%("6NY.0],*(62`[OCIR5) M#BP[-"3)@0GM2')@0L.1')C0+B8')C2+R8$)[6!R8,*B`W)@0BN8')A0*N8Z MM1S0'B`"$YH#1&!":X`(3*@]+PU-F<78KV=I1XM0W&<43*B`,PHFE,6Y?DPH MZS,^)M3,&1\32OJ,CTG&16_S1+&4+^18PE(.DO?34EZ3]]E=EIALUF=/<+)O MPN[>G,^K;.^3U'7W>MD?AVX_'<_?U\WG<."A`3:@X"G]Z7P\W5_,XX4G#9\V M;^,\CU_KGZ=A_SY,RZ?Y\&$&PO=V]R:W-H965T/CR]>/CYQ]?;]Y< MO7[U\/G#XR\?/__VX^O_^U_]7^Y>O_KZ[?WG7][_\?CYXOOS\\?'N%'#Y__?'U[]^^_?GN[=NO'WY_^/3^ZYO'/Q\^P_+K MXY=/[[_A_W[Y[>W7/[\\O/]E2?3IC[?;JZN;MY_>?_S\.N7P[LOWY/'XZZ\? M/SRTCQ_^_NGA\[>4R9>'/]Y_0_V__O[QSZ^6VZ/'[X\ M?GW\]=L;9/,OIX^?'R`W.DJZX*^/CW\3U^D704C\EE+W M2Q?\YY=7OSS\^O[O?WS[/X__'!\^_O;[-_3WM23Y\/@'2L+?5Y\^RB!`V]__ MZ\?7.Y3P\9=OO^._;MY'O7[\]?OK_R6FC M6:5,]IH)4F@FV\V;V\W5_>X6Z)F$-YH0_VK"ZUSX,^EN-1W^U73XKV?\,:Z7 M5MZO_M]9P0V47U+*?_Q;5=R8LO(?FG('E9^IY69KA>$_OJM=&V28JI?[[WM; M9IVVP7]\3\O>II&SC+CV_;?W/_WPY?&?KW`=HWU?_WPOL\+FG62F8TU;NHX^ M7`4?Q/UG\80M)55PR"?TM7\5]T-3D.*\E*[RH-5Q=+U!+I MB/1$!B(CD8G(3.1(Y$3D3.12$JU#D4Q+W-?'HE8J;Q$A^0D%^?J M=>M=FM5E59%(1Z0G,A`9B4Q$9B)'(BE:(AV1GLA`9"0R$9F)'(F2.+%DCU.$*W;1"?9B);(KAA&1EDA' MI"B(#D9'(5!)7?XFDRP9HO/A& MM@K??O_XX6^'1TQRFW6-7OQ]RPS=YJ8INBG7G-O[&S^TV^QE8[MCU#,:&(V, M)H=\HR7**T;=BXW6J'"WMO`@`;/T<-GHA.YOEB!Z>[6IHKM6T\`AMW=-8ZCG MG(><4,)SY%S%WF-VL&PFAWSK)3XK6F_7G,14U:!5=(,U,R]U*-]W9*-NRYBQ M3<1N4X5EK7G)8,(FX^K-WF?3F4.6N5>TSY?-8%XR0)\L;#0O+0P;8%_89`Y+ M85X?B;PB?30BR]4[2%`%R:"/Z=XHVN>!T9I7VO'+$MB95VY7SV@PE/,:.:_) MO):\?$LDUHE:HC%0V9*$;K"JK:INME?50&MD1XD&[](8W^W?T#6].I@BG:4I MVZI>&0WFI3G?UJ-CS`Z6\V0H:+G$+5'+4SP#R2R3@X3.TH?YJFP4H97FU3+J M#.5&](P&0SFOD=%D*&B)Q!E12S3^*%N2D+M:]]7^J=FHTW6:I>[?5!=SFQVL M\9VBXBKL&0TYX3)+W;VI#A'&[&`Y3RX;/W8E9(C:G4()UX,)N:M04;[D6DS5 M2S]GU"ER[4I>!1HXX"CJ+=+ZZR&J24(SHA=VTJ6HYK M]9R)4+=)Z'8YEUV\>D6[LKV4<%2OFYS]Y/)R/;NM@B=;21?N@R1%Q;AJ%+VP M:IJ7+60W]07;F4?6K>?2!O-Z?MDT+RN-+N+)/);2O!H2R_P;_;W5$"K7^Z#( MJ:014O9JU>L^K[J=H7QQ]YS78%XYK]%0SFLRM.3E6UA%3C2B_^OQSS)8WG)$ MI>BNV,F74LE?' MJ&'O%`2(!77TCJSI,"I7#.V";EC!$1N57#=9#>; MNEM&':.>TR0;]P3\>"6XT%#><5K&+6,.D8]HX'1R&AB-#OD&R?15S'L:8*M3B.V M*5ISEX.BO&=JS"NC5M'S!Q1=]K)KIF6;198*]CFB[@REQP_D7*,WE)?H@?,: MS2OG-1G*>>LQD8C3FA7!J[37V(,F4'RWEVV7@QJJ!T%8.#3RQSL@`69U.-H;+A MR:MH5Z=>!>HYXJI5Q1?=U7YWZ-N94-3IGIH=;U M/??TZF#]T7,V`Z/14-I0W]"1YY0=+.?9T%)!+T85%+ZT.HH4M4@)N6M=42E( M0L4FN-.\"M0K*O;8@Z)BCSURPHG1[/+RC7XBF-MQ,*>HW#TR:A7=IBWN_5T] M@7?9P?JD-Y0WC@/G/)J7YGQ;'Y],V<%RG@TM.?N&/Q'H89A2KR;D&DZHU83% M1=PQZA45>0V,1DXX,9I=0M^X*M!;)RT.Z'8)R0@IU_,[?Y[?F%LYC#6E7GUW M;ZISM,[2Y+/9WE#.9F`T&M*<;]Y41W!3=L@]K;4)KFL)J(K@YL7K6N.X/!H/ MN.)D4$`D*Z\QE%O2*BHNXHY1K\A=UYI]SFODA!.CV>7E1\`3$=V.(SI%Q9!L M&+6*]+K>T5S;90?3J#>4E1PXY]&\TG6-];I:4Z;L8#G/AOBZ1@3E>MN&_L)] M9*:H;#BC5E%Y73/J.>'`:.2$$Z/9)72]NG\B,EMXU;@47\EI6WE=5R%N8RGS M/J955,C2,>H9#9S7R%X3H]DAW^`J^EJNW>WV#5:G]&PI/W&YY\!,437';>I[ M-^:6+\/64)J)<#?GWOVOGO&RNXW4WE#.=&`T&DKE\+%PMEO&LZ$E8R]:%=6] M-.'M.=I35$YXAG)#6D7EA,>H5U1.>)S7R`DG1K/+RS=:@JIBEE^O^Q1LE5O8 M?4+5IF53W:EKS*UL<$KY_#V%3A/:5'E?;T!Z58M-KR&"IE2U[WN;V=>A4W&7I#><,W<%ZC>>6\)D-Y M=9X-\4V&?17W4:.KFPR+?S6U:HB8=^&->674,NH8]8P&1B.CB=',Z,CHQ.C, MZ.*0O]`DT(HNM!2`N0LM(>F,8@VJ'Z]IY$*4090[OF74,>H9#8Q&1A.CF=&1 MT8G1F='%(2]>%8NNLQ3'G%A_EY@S#ZF&4OAO*$TS!J&76,>D8#HY'1Q&AF=&1T8G1F=''("75=Q;LTGU5G M^HN_G\\,Y1BP8=0JHYXIGJ M/>/3F7RKXHV&E= M"Z^&;$)N+E64F])J0MPWL`9WC'I#.>'`:#24\YH8S89R7D=&)T,YKS.CBZ%E MF^^';+6K6N(U>?PC^HG--6^U#%7]6:VSC;GE>:%5="-EV:\E]OLJ(NJRE^G> M*Y(VK0G+@;`\5#MPB6/.*R?<[ZICW2E[68GS=Y5XY!)/.:]<(D9[5>0YNUF1 MEY>*])U8[?A>#+IY)WB=T-+S:V_LJML)C7GE.*Y5=(_TN3?JZ[DS+PR@U6NS MW5;'R+VYNM:3.95UN+VOJK$;%[/5N*H7GC.Q?KL%":L M*W$VK[(2D*(:^!=S>ZH6;@# MKRFZ2R?3?ZG&1J-F>>"]O)KRK5Y?AR?V%7(<4:V%BMP@2%X%:MFK8]0S&AB- MC"9&,Z,CHQ.C,Z.+0UZH)_85\K.E6BA%Y2`HD<^WBI^707!W[\8`A]*R\T"I M-@9RYRZ38*/F>@SD+;VO@L13T?A.<59Y_"(_\4&Y18T@7"26\FC$5E6.@1#Y?"9V*?)5QBW(%JK>OA9]%26W`NH#U M`1L"-@9L"M@65UQ#I5#JE5'+7AVCGM'`:&0T,9H9'1F=&)T971SR M0E4AA,W=\CA%M688RJHTC%I&':.>T$+'7CVC@='(:&(T,SHR.C$Z,[HXY,6KHKGUT<#Y MC]FKR+]^_\V4O2S[V2&OC8M/\]L/$7G6BXRB+9ZBEOM7^ZO[J^I0LU$7>%C1 MK2'1V@X9^6:R>:6;R9OM;?U<7F\>^>QM,)1+&PT]6]ID7OI#-OSJH@JP9_-8 M2O."N6"Z$(PC9ORL7C04P4R.1EF!6D7E+5M#^=9H;RC/*0/G-9I7OAD[&M=0N5M44.YVJVB\K8HHYX3 M#HQ&3C@QFEU"WS@)+-=%H&B<\&H^3*BZE;FKCM6;.W4K&ZP(4=4V,9D-+0M\X%R86XX##Q#L-]O#/VB?H MS?K@TMQR)5M%<5RXR&`""PJ)Q'!3> M)53/!]6RVIA;KF1KZ-F+L\M>>1AHD3FOP;PR&@V5V=_6-V.G[&79SX:>FFV< M4O4$XX,!H-Y;PF1K,A?ES@_HD0<>%5 MXU+46,4$NWPNF8XO-65QU-PJPKA?'I-\LW4_'+JO0^CL;AW60T1%Y:1@*'=JJPB/35BM.D:](NQ@S6O@O$9. M.#&:75Z^T4]$B/BU2ATD*%HW#`CKZPE!7K>*]++? M\VLMLH-U2,_9#(S&G/"YQ3Y[6?:SR\LK(I%43%;#HQ&3C@QFEU"WS@)>];&[=<[E/[.O@7U.Z\:TI MT<@RZ*M.%3M+F8=N;^BIY7A96`;SRAJ/ALHB.>C+7GD<:%V#*\,%?854'/3= M)^16>T6YCJUYY?9VC'I#1?!O*.'>H8TZ7?=]&H#"+$ZV'6*-[(KRQE!"&(08DU;#KKZ M]QL09_6S,B".LJ>FGTHO%Q@B3?KLT9,'SILKC@R-E5/'RG)3\=KZE!:/-EAU M(1,QR)08'E4P/\B46#%%0R9*"TF(01)E2UVJ]KL8L1PO'"1NKA+#-G0Y5=[< MU$_G-N92#<.R5;SO"?/E=>W=)3=9LK>@T.A-&<\ID-A$FL*!'"?$^)T$K= M4HG7>.:K.MN"=&6)E702`1;+\,M#1Q+44TUBD-2Z&AHF5K0(&B:&"-?\,'24 MY54&"BG+OSB&0I0?%*+\(`?EA_:7^57M=U$G_.I+IWJJ=7/%X>C*\EDYVJ]^ MF:']Q-!^8F@_,;2?&-I/#.TGAO83.P;L%+!SP"Z>57I*/%F,)[MKN;E*@689 MUQG;R@M&BOBL?D`?8J;$XF@C!VHRA)P,H2=#",H0BC*$I`RA*4.(RA"J,H2L M#*&K@Y6P$AZ&PJ:XT0N;6''Q04-BD)`8%"0&`8E!/V*0CQC4(P;QB$$[8I". M&)0C!N%*5NGV1/"\N>+H>65N(E._:-V1Z*WHDV7RN,4W*]?=#+X[&4R7B>&> MGZQ`?ZFWK9:F>MJN>-&];^'RI9>B%NLEIY^`<2/#6)Z6F@TS?*PE16SX3HA= M<%W`\+D6\L/W6HCA$RW$\(T68G/`C@$[!>P#+ZY98_33B MOKI_`#&SHRD'-1E"3H;0DR$$90A%&4)2AM"4(41E"%490E:&T-7!2EB)U$)A M4PCGA566!QHT)`8)B4%!8A"0&/0C!OF(03UB$(\8M",&Z8A!.6(0KF25;A*F MA;JE^,WKEABMG?6)YP:I)&#S:V<`(2=[0D^&$)0A%&4(21E"4X80E2%490A9 M&4)7!RMA)?X+A4V!(=+:M8I/6RES`Y(8!B0Q*$@,`A*#?L0@'S&H1PSB$8-V MQ"`=,2A'#,*5K-)-XL9"MV5]V]W)L^1/OM]MHQ_S\9JF`)0&*VW2-7$U6'-J MZR9(S1!:,X38#*$V0\C-$'HSA.`,H3A#2,X0FCM8B2Y!8"%Z7LY3=.B%5>8& M*S$,5F)0D!@$)`;]B$$^8E"/&,0C!NV(03IB4(X8A"M9I9O$@*%N*3CTNFG` MB$BLW'A0*&;?-`G0)V#MC%LTHWB<*+.8].KZJWB^&]`$A0ZZDLW\?')RV) M0<_$JJ>-]_7-M,+/Y@-HO*8U!HVI#&B\^KEYN;K%`]U7/\L/NA.#[E0&=%_] ML;E8$NJ)D55=(7%]TQ7KIZ_>@W)2I3.X"ELM/=3\*W9`V"\5Y M.;I!&4*(-2T_X+RZI6`M$EZI8*O+NNWS>. M#J("T4%4(#KH>PI$![D"$1K4!]_HK[+$JK]DOQ#V5]I(^/Y*#/UE8P%]DYCO M&V7Y,!M3CK)\@Q324UI(3PS24W[0F?*#LI06RA*#LI0?9*3\H%N9MM)-M@NA M;KJ/*/=2]I4J/\ZOZSOW&_/+4S7&>*&EP-/+\^=&+")R6H6RX6';-F5Q2[O:YN/:*S M5C\K%IWU0K%5_\DV)>P_,=2Q3&+5(R+7]?/A>#)P25O,$.B_Q%Z<<%8W:Q'Z MC[+#Y4$,G;6FS:KM;ZLA@KY:W:P(])5FAW_6T45#!'VE;ODB1U^MV>6D5"JZ M:G6S4M%5FAW^"4NMNDIV1F%7I2V3GZ(2\U.4LEQ[=$MBQ72$:X@8^H#2H@^( MH0\H+00G!L$U;5[SH2[E!W4I+:0D!BG+_"K=9&<4ZI:V3%XWW49AI5B[!/,? MW8BPKZ,Y+35M>M[EJ@[1(.SJ8&,`PBK+&4%88A!V39LK1@LVM%[=K`AH3=E! M:V+0>DTK:RK5'\*O#I8YA"\S\L(O'UF+A->OKSGAE;D'9(QE;?"]^[0G+!^J M#1B^>*]^.2T^>4\,W[RG_/#1>V+SRG)^QX"=5I8#TG/`+BM;\JMTDWU0J%O: M('G=$JOG9+I1X3[RMCQ?"2U36ES\TN';EQ[3+_RM_Z&SEI]U@<[$H/-:5AZ_ MUSN:G+.;%0'I-;NGILFE->@-*A6]L9::PL1J#XBN61VL/'1-F5'5-;+E*;KF MQ2,!_?R<[[*T;W)SL_M,G75/\BM_*+!1OX*A"Y)?^5,!8\42C"Z@_##4B4%O MS2\/88B;6)$?Q*6TT),8]-3\EKF^TE.V0H6>Z[Y>OU3G=5OW5WD(86ZNSA:: MC?O*G6FI:=/^>4N?)>G65'E%@K*:*L=F&-S*\H"'LB[WFWOZBE/A8>,,.E/N MT)ERA\XN]_O[>F&!ZJN'Y0[5R]PKU64?%*J>-DA>]<3\Q*PL:X#)1%D>-="4 MEM-"4EM!BMQ*`BI86*Q*`BI85NQ*!;F;;23?9!H6YI@^1UTTU3.6MA MM%9;!XS6O5P<84M*:,H#4Q M:+VF#3.'\*N#90[ARXPJX65/$PJ?-CM>^,3\]*K,#=C$"O4P8(E!44H+18E! M44H+$8E!1$H+$8E!1$H+W8A!MS)MI9ML,$+=Q%#M[O2[@K(I*4)?WIV;7YX4 MC7 MVQNE#9+OJL3\%*7,35&)^2F* M&/J`TJ(/B*$/*"TN#F(07-/F6`CJ4GY0E])"2F*0LLS/Z[9\[S'2;3%44Y0R M6:+7@8`+OIIGFHWYE5H:2[MSO"_1?^2U6Q/E`*9?6"VZN>:G-:D9:DX_ZO.4\^%GQ5[6=E3Q5:])%NBHI=>W/?H5RW= MJ%>&WK-JH*?27@O7FK'6F/L-C/H5#)V3TKK?P'!^Z)SD5Z1%3Q!#3RC+=3D: M*^H'V2DM)"8&BY[],.67K>T?Y+/8!6C_J8Z#8:6ZI?K#RUU M[X78:DT;W,\TM_30=/W^%DBMV>33?%P'5!RD_I[BH+ZZI>+V>'F7OQC1%U0@ M^H(*1%]\3X'H'E<@'B*O"D1GE056G24[J:*S7A[\:>OE.S$Q=*(-='28,M=A MB;E?\:@??MUM:=$CZE?^BH?S0X]0?I!?69 M7Z6G[+">T[/^59!^Q=/K*9E@>2B?[S&_S'`!D!]F>F+0DQA&.#'H20QZ$H.> MQ*`G,>A)#'H2@YXEJ_24C5.A9YY,TH[*ZY98_;#H#=W$D9=%0F#_L&@`(2=[ M0D^&$)0A%&4(21E"4X80E2%490A9&4)7!RMA96<5"BN&.C91EB]F7.`EJ_*6 MC4"1]S*I^%?*;^10EXI)S'[>0A_NM43R[-0ZXR,HR'%/[Z MP9-8_3N-&SIMQI21!D_^?2HN1888/`PQ>!AB\##$X&&(P<,0@X]L,NG*R-A]9N63EAE)&QUW-5L"LWIAE>78$!H2:P,&!9E4Q<+Z`@\!7OX"XOG_NZGI/8:=] M)3''X*AGRLN=&08G(.:F+ZNYK<\'T1#-:,F\:HC$@6''IP#1"ZQ!8W&F!(43 M+!AJKBQOTZ&PLO*0TEA4,8FCPHJE`,M7++%J2;^MCA-15_5S*B>&D^KE08MM M_;0X:KYZV'B'I&5.7M+E2V]1S?43<*[F]EFX?%[=;(R5M53FSM.9]3YM52]9 M\ZU>,EB62^3GC7U!+D]T!V/NUA:>=Z6MMJ;%HU0F36MIW1TU/#!8'?IUA9^E M1?537.+*+8^4JQ;)$ANU*"V]7NC$ZB'"+5(_)WYB.D1NZR,X-&5U*)I29E35 M6U:XJ-ZZ\KF>2`SUMJPQ0)2Y.B;F!P@Q*%RFK:HE"T2N5A'XA9\GV`3?IC/F M.G!_7_4]6J!KD1LWB>&P.R_7-_4S,M!Z=3-!T*C$Y*)<5_IGAHVL-[F=^4)( MZY`?-HEM<1](I@?YV``%M-!I5KHOE M'!,LB_+U7BISE5265SQ4BQBJ5::MJB7+3%2MM/SX:BE#[ZP703AGJU^>43!< M$Y,15Z2]S4=ORUJ!ZJ]^A:I!N4]??,LGZH(6V:?KRI&KK!XA55\W&_,KQ3>6 M1DBPJF>'W!1CP0!9/G47U3NM6*XG]+-X[G:A,5?'E!8KI56AVYA?9OW*HFK) M*A-5*ZT^OEJZ(N$J6#LYF)OUXW)N:E"&\9$>BZ+Y*SM84U#MIU?`Y;-LN=HO M+C7V&3M_6SDJATRAD/XEA#4&EER]Q>55J6 MCZC2:5GQ0R,Q]U[HC7[IS-::BLVB)T`]TN;#>/MH%B=;9@\S&NU\]R^1&2TMH(X2!"$Q7]@[[0`H.^6#YO%55< MOWOE^D*9&R/&RC&BK*A#MV'6&TL-]#/!\A6IL%[!XF6?G,+$LO9SL$J8FZOJ MNIX]L4I8HG)L&(OT+!1]1_1+.^C4&^D$IKW-:A=QBK'YN9E-6/&L#G5/: M@D'GQ!`J8!:N=)85)-0Y+2V^7HD]][Y9]_TG7VS$V+([J>HKB\US M]:T?R]`O,?GZIA6K/BZ^I1N9FK@\&6XW`<3PR5GF%3N`0^0Y1G"*X!S!8P1/ M$3Q'\%+!2G!9)PO!U\50/^;DA4V+JCLNMH\^Y2-D2$A^4)`8!F[)JGK).AG6 M*RV@OE[*\@S6;/0+2WB5CW48ZD5^J!V=73V6XGM:).S@NMJ1I8X2WMMVZ3]Q4MT'1K+*HJEFR%(;-2FND;U9B M/L2TKQNY=B3'8L*&WLKLKMGQ$**J8?EW(54Q9'4'0?7;S*^NJ3",( M>IE*M\D.-J!Z8]%*O7SD)ZQXL%+;%X'R?J#9&'.53&E=!*%^!4.]DE]8KV@E MWMZ47X_?Z+=ZO+9IL:P"SMMJD*':ZI>/J%IC[AQY?T<[3TU:[$C0DJ#8I^/- MY<=W6UJ3\QVKX-33?;%'UW)C M^G*A.[Z7DCV*=J32TOED=2&7*WMQGJ@?Q_&5UM6VB.HPL!(L&"17EB<3Z$L, MHZA,6]5+UJ`L9AHRU>60EBE?16750*EZ&[56/S=0$L,5FWO[KOYP&!JRNA4" M:W;XYWL&BJQCN6UYH.CZ5NZ^['LUY9J#D<_7=TKKNT%962MZ+P`:M+H5#2JS MJWI&EJNH]FD9\]VQKIB6-:0OESL;ULK<@"&&`5.FK:HEBU6NU@MS3%K9?%V5 ME6J%SIK%UDD&- MZH,R\RG'S4#?I:IL3%LH1Z M$>M7QE',=OFR252OM+J5PR/YTC>0;NN99?4KX@-C&L1LZ?9FX5#HF2H1!`O; MY;,B4;W3>N7KG5AY"I+2^_MIQHIX!7+JFICO5T%.S2^2,UX`M_H5$%\M79)> MF-]Y3:OWINA4:4V4IQ/46Q-%]99E*)(S+4^^WKIDY0G3?5$HKN4;'AV_M^V_O?_KAT\.7WQZ: MAS_^^/KJP^/?/T/./0+G@K_Z\O#KCZ_EV2^V12>R75_!AN>\HSPW6]C2+XPH MW68GMB6*8YNT`2>M89[2!KRA/+3=B&V933C/6[$MXZ2VW<*4[K?5%GQ+"*DP M_42E74EIF']"FY2&L1_9-J(8OBX2VC9B6]Y57=?E!IV0CH!KRRUDQEW.(+]; MB(P;BI$%$N.N761!DW$-1A8T&/>FV/+SYMW/8?G2FL#_@`J'_JAN5-N?]\@? MER:7?$`SPE:@$6$;T(2H!0<9`E'^6ZEJ6%?L.?R*;3/527F23:5WJ M&=E0C2NI2]3OJ,:5U"6RH1I74EYD0U%74EYD0U%;*2\:-RAJ*^5%-I2WE?(B M&XK:2GF1#1MW](-L<+F/#M@FOL.?2!?LZ=`/L0UY0NO8AKT/M(YM2'V=#LG;0]LJ'9TK>A#2=NC=*C&C=BB<=WB M=CKR3-%3O?K@5K2T(5K/\"3,O;0ALB%/&;NA36YO2UVB="AJ(^5%XQI%;:2\ MR`:Y-E)>9$-1&RDOLAWP<`O*"U=$M$^NA]"&]LGU$-K0/KD>0AN*NI'RHM4( M1=U(>9$-Y&Z7R\/3Y]>H"YXR91L> MM+Q&74(;\KR6/*-T\C`MZA+:4)2L'7@*,RQ/UH[0AO)D[0AM\JRIE!?EB=V' M7+=X>C\J#S:4%]GPLXIEO$0V^4&"E!?94$^Y_O!H/9>':DB_XZ%PMJ$:TN^A M#7E*OX;KT(8?=DC_A3;YS8S4)2H/U9#H&C^AY+K`)NW#;_]"F^R\\/,VMN%7R]MW M^!/9\./E[3O\B6SX#?/V'?Y$-OR4>?L.?R(;?M&\?8<_D0T_;-Z^PY_(AJ*N MI+RH[2CJ2LJ+;"CJ2O*,;!@.LB\+;0>I"_Y$=9'7QJ#?0YN\/@;]'MKP`W,9 MNZ$-OS.7L1O:\'/S[3O\B>HB;_J"+ND65C6NY?5>T"6TR6N^H$MHD_=X09?0 M!DED?0@U@R2R/H0V2"+K0VA#LV5]"&UH]I6T/>H_#-LK&9^1[2!MP)\H5L0+ M)"7&#&WR7C?4,[3)B]M0S]`F+W!#/4.;O,@-]0QMZ+IKZ;]H[4#774O_13;T MW[7T7V1#U\D91FB3]PY*^Z)X`O6\E7I&-I1W*^5%-E1_)VV(UE14?R=MB&S( MZ1.5!EYWH$MGD]>JB2Q0SR&O619?()J];%UTBF[Q5772);)!$ M]@^A9I!$]@^A#;I(_!+:((GL'T(;)-F(+E'_09>-Z!+9Y)L*T`7OY>=U6CZD M`%U"FWQ0`;J$-OEB`G0);0?1#+I$FN'K+!(/AC9\`D'BP=`F;^<77:(\Y2W] MHDMDD[?UBRZ1#=67TV%\4H5UD:^)^4+- MH(O$?*%-OM@A=8GZ3S[)`5U"FWR:`[J$-K1!YN30!DDDYL.WD;CMJ+[L84/- M4'W9PX8VM$'V1Z$-U9<];&A#]??2AJB/T(:]M"&R8;CO9N"X2`Q;6A#722F#6T8*A+3 MAC947V+:T(:A(C%M:)LW5](^/(7`;3]LKF2-PUUKMC5BPY_(UHH-?R);)S;\ MB6R]V/`GL@UBPY_(-HH-?R+;)#;\B6QHML12H0W-EG4LU`7-EG4LM*'9LHZ% M-C1-QEEH0]-D'0MM:)JL8Z%MQO'U')Z('W!XC09$DWP#$^H?F=KER#LT]3"A M]E&J`294/C*-,*'ND6F&"?)'I@.:=0B;U<#2A)86EBZT]+#TH66`90@M(RQ3 M:)EQNC_C$4>^*`[WB)7#6Q<-+$UH:6'I0DL/2Q]:!EB&T#+",H66&98YM!S0 MGD/8G@:6)K2T(/B<(>K,?W&ISKV:&!I0DL+2Q=:>ECZT#+`,H26$98IM,RP MS*'E@/8Q0LL`RQ!:1EBFT#+#,H>6`]IS"-O3P-*$ MEA:6-K1TL'2AI8>E#RT#+$-HN5SC208\/<;S3GN-,ZOPR'B$90HM)UC.H>6` M.W]S>..OO<,Y77B+;H1E#BV'&YRQAK<'#C4(RS&TG&`YA98S+.?0]PG"!PA;>48P?$2PQ3VL/KR%-<(R MAY:3W/<*+8<]9@J\,IKGQ,,>YU[IZ>XJ/CB@/8>P/0TL36AI86E#2P=+%UIZ M6/K0,L`RA)9V#W7"&QHC+'-H.>#NT"&\.=3`TH26%I8NM/2P]*%E@&4(+2,L M4VB989EC"^XGS.EQY+I_=HA'\>T.[M,&EB:TM+!TH:6'I0\M`RQ#:!EAF4++ M#,L<6@YHSR%L3P-+$UI:6+K0TL/2AY8!EB&TC+!,H67&6?P<'L4?ECZT#+`,H26$98IM,RPS*'E@/8+&A@^1\VSFVG02"*HK_2 M^`.M/!K3A^$R,R3Z#Q@I-FJGH23^O@N,OKC>2A:3G#,02O;>AUI)`VF5=)!. M281$)0F2E?207DF@GZ#]U)!:20-IE+205DD'Z91$2%22JL-#4GDT0[*24'$G MJM3$[!&UV94C>41M1L@=49L14D?49B1"DI(,R4H0^%ECM@[.!6N,D,F@ M'[-#2&30CQ'R&/1CA#0&_1@ABT%M1DAB4)N1P$4P4PR]EQ7Z3W^_*M9ZMT&R M$IP-=L#V!E\#;=D(K@9[8P1/@PJ,X&BP-T;P,Y"<-[+_>ZFY'1^OPS0^#?-T MOMQV'^.)Z:##-O,TGZ=UO.CG8"E7YM3N=B]E63V!`:E3*9W[<)I.,W````__\#`%!+`P04``8`"````"$`\J/$.VDV```5(`$` M&0```'AL+W=O9AR?YE8 M"1$@""9)X*?__L^G/]_\Z^GKMX]?/O_\=G%U_?;-T^__GE\]//[_]GZ=O;__[E__]OW[Z]Y>O__CVQ]/3]S=0^/SM MY[=_?/_^U^;=NV\?_GCZ]/[;U9>_GC[#\ON7KY_>?\=_?OW[NV]_?7UZ_]M0 MZ-.?[Y;7U[?O/KW_^/GMJ+#Y^AJ-+[___O'#T^[+AW]^>OK\?13Y^O3G^^^H M_[<_/O[U3=0^?7B-W*?W7__QS[_^Z\.73W]!XF\?__SX_7\&T;=O/GW8I'__ M_.7K^[_]B=_]G\7J_0?1'OZ#Y#]]_/#UR[/;R#TB\_ M_?81O\`=]C=?GW[_^>VOBTV_6%R_???+3\,1^C\?G_[];?;O-]_^^/+OP]>/ MOYT^?G["X49#N2;XVYW[U\^_=_1:>&E1I&5%\%?+W+[ZK*(,E0`?WW9 MQ0_'O_,:^.LUEJ^.CRX_Q,??'Z[[@R^+O__?=5]("[A_2.VO5LOUW?W0!!<. M^P*_G=UM[A^N+G#X;Q4$LT]EM1VA\:E$M).Z$42:WFUO%\OUK>N MIUPJBLXP!L,_IFJ^KJBT[$*;=G%UOUZO;N]?^HG2.`MMG=?WBB7.N*'.[A^^ MSO=7B]7U\&-?>5HLI6G=/[S(JSOWN_%$'4[PW?OO[W_YZ>N7?[_!L`FM;W^] M=X/P8N.$_:GM6V`ZV3'H?'#NOSI_^.(/SN-OP/_Z9;&\O_[IW;\P?GSP7H^& MUS)TV4XN;A1QTCLB"9$]D0.1(Y&42$8D)W(B4A`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`_S5JNXSB=U$.6"94I&E1;TRM%X6*N#*#8' M+GADE+)6QBCG@B=&!1;;P`K&_C4V"G#M+$B2!MO#VC@R"O?!\K']5!E%-!JIPQR@6- MRK?75]&DY:0.HEP(4N62427(*]_&0TVM#J+<"%+EEE$G:%1>KJ+QX*QV$>X% M#<)A-W!9E5DW>"D!YM[V%O4@0.7/#(*&6MC+5R+GAB5+!6R5H5%ZP9-:S5LE;'!<^,^D`K:$7W1LR\%26] M//"PM3P*K\'+^V@BNO5N0QY47E&AZ?-.O%R"]%^_W-Q'0T(B=AU,]A)_UL+B MY7*NS\8ZBI?$HO$E%0^-EG&T7+PN1CN)UQAMM5A<1;^M$`^-5G*T2KPN1JO% MRT>[NXUO0QKQT&@M1^O$ZV*TL_=:W(\CR.)VO8YO#7I1&N*%?2U*HKTT8KCW MH:(1PZ/YY=^C!_U].T$Z,TT$Z21A+UKS_C1&G&D=I:!JI8)4*V.M7+RT7B=! MJE4(4JV2M2KQ4JU:D&HU@E2K9:U.O%3K[-'B7F=5O;@-8F$S1ODT:L;SE[\P MS2/D2/6\7>`%R>B^7TI>ZX_<&2PQV-ZS>;+4<#L:+#58QG*Y MX78R6&&PDN4JPZTV6&.PEN4ZP^ULL#YD84.[+-GL"C\UZ)@]FU_)ESZAAAGU M-!`O%HMH3K2UW(QKPRCF[^+NH^<.B8CH>;MG=!`TKQ&%.GHO";6ZBKI@*C(: M+&.4"[H8[!0&0W^/9W:%Z&BTDE$EZ&*T.HJV7%U%![(1'8W6,NH$78QV#J.M MKN_BF78O.D.TL)\A/V3V,\>C.+1_/:/T4&0CH-'UDK% M2X];QB@7I%HGUBK$2[5*1I4@U:I9JQ$OU6H9=8)4Z\Q:O7@9K84I@ME:CD>M M-:+X]B_.VK@WSE'RQM^6Q#UGIW:Y+4D$Z4_=,SH(&H7YYD_M(IP*4N&,42YH M%%Y?73\$_XM.M).Z2YQ"D,8I&56"QC@W\4RR5KL(-X)4N&74"1J%XW'ZK&;1 M[04-NN'IZW)JUF5BS+4%EXD1S6_XEAYIQG#'*!&DOVK/Z"!(M8Z,4D&JE3'* M!:G6B5$A2+5*1I4@U:H9-8)4JV74"5*M,Z->T*`5MA;&<;.U'(].WQ&%-WP+ MRMXL1S=_#5W$*5Q/.)6AU$N6&9EE&G!9WRW3)X1(+O\<*I\UG=)4X? MB(9](LKHT8P^>I=IR9D^CX(+\^AUJQ>:G?>:H<2CV0L\>]&:]P72.K)6REH9 M:^5<\,2H8*V2M2HN6#-J6*MEK8X+GAGU@5;8BBYU9HW#8THM&(='%%^8HTZT MQT+Q!IX+#*7A]'\].CU)(NT\J2*4S M02J="_*UOKF++YLG]9!:%X)4NA2DTI4@+[U&;B>X\(T"`=]`Q\N&+VC(&'8[Y'\RNT(+WB[!@E@O17[!D=!*G6 MD5$J2+4R1KD@U3HQ*@2I5LFH$J1:-:-&D&JUC#I!JG5FU`L:M,+6^L$TV0VG MR01A;C6['5]&;RALO1N&XYG;\CZZ:]^IF_2UQ*/UO.1-G`K>2S7T%#ZHUCSD M0W1+<%0W"9F^*F3&(7/5"D)&6=F3NDG(XE4A2PY9J580,GK>4JN;A&Q$;-YR M=&!;\=(#VZG6+"1>>PR'I+.Z2HV?;,NR<4?)//GH47F26#]&# M\ZVXC6/=_5W\9LM.':3*B2`=1?>"]-P\"!J5'_!627@PCNH@RJD@5O"E6>,-IPT]"JXV/OFG/V7GO>8/`#V:/P`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`>)XN6#W<43PE0<-%C&P7+QNACL)%[^JK*,I\R%.&BPDH-5 MXG4Q6"U>/M@Z?FC9B(,&:SE8)UX7@YW%:PRV7-_'Q[$7CR%:V,M^,(N)5\6H M]XTHN'Z-:/9*R,X7?-"+0B)(7[W8>Q1T)=(Z2D'52@6I5L9:N7CI43\)4JU" MD&J5K%6)EVK5@E2K$:1:+6MUXJ5:9T&JU0L:M,)6=(G!^/JU0/+?=1SW76WT M=@D^^*)6]$COCK?B=:NSB9W!$H/MA:G<0=!,[FBPU&"9,)7+!&T85'Y^ M^X#1?QJ)<;6*)R?>S4UH)S<:L'?BY9^`QJ-:(G;M,'M&!T$78QW%2V*MH@M: M*@X:+&.4"[H8["1>$BQ.YQ7BH,%*1I6@B\%J\9)@#U&^J1$'#=8RZ@1=#'86 MKS'8[=5ME,+KQ6$(%G;`'\RIKCBGZA%ZGTR"MA[=Z8_;"=))5N+1_>QE98\P M"HK600HJ.@I2K92U,M;*I:!JG02I5L%:)6M54E"U:D&JU;!6RUJ=%%2MLR#5 MZ@.ML!6CY..%8<2\5JPX22GH`:9IM,"@$IVA6_&[#1*S]`WBY.;3=U?+>-(Y M>>A!V'LVGRI,;A?C'2*YN[IY*'Q,HZ73VX7XYTF-XD7?U9?3!X:K^1X MU>1V,5X]N4F\N&&:R4/CM1ROF]PNQCM/;F,\Y&NBX]E/'D.\L'O^8$)TQ0E1 M0>B.,C)L/9O/0`7IC"H1I+.SO4=!MQI#SK2.4E"U4D&JE;%6+EXZTSL)4JU" MD&J5K%6)EVK5@E2K$:1:+6MUXJ5:9T&JU0L:M,)FQ%7H1V:@*^W)X)UQCA6@[733H7PYTGMS'< M(DZ']V&XL"-B>CSOB)(V<4O:Q1UN1.AP.FR,"',B03M?$!=808D@'6_V'@4] MA[2.4E"U4D&JE;%6+EY:KY,@U2H$J5;)6I4@_=FU('WZW@B:7R'\\5+4>:_9 M\3H+TGKU@H9ZA:V%*XO96HY'P\.(@N7NL/2=IC.MS'=.'^!RN4GT5IX M."IGTI;1CE'":,_HP.C(*&64,_.$;=2R@W]X/12D MM=IZ]-(:>NHFOR=AM&?]@WKIS!MO2T6YQ*.ZB7[**&/]7+T"_2BM<%(WT2\8 ME:Q?J9?J\QIZZB7R#:.6Y3OU4GEC#3UU$_T^0&%'B7)PH_FC9?8Z,DH99:R5L]>)4<&H9*V*O6I&#:.6M3KV.C/J M`Q2V791YF]J.,VKK$;GOAZ=[6GP*&B6&M]X-5PQMP;'D#"7LM?=H-H0=V.O( M*&64L5;.7B=&!:.2M2KVJADUC%K6ZMCKS*@/4-B"47)J:D%.0JU'%&8O^&-> MRXV3%^(U)NTQPL9/=!/QT)ZP9W00=/%V^RA>/MI=E'U-Q:ZQ,D:YH(NQ3N(U MQKK!)PS1JZV%>&BTDE$EZ&*T6KQ\M#4]]&_$0Z.UC#I!%Z.=O9>NR;9$N\U? M70M?I>A%=8@=]CL$LJ;I:\>C:<"(YDD,[S5#.T%Z@Y\(TE^^9W00I,F"HR#5 M2@6I5L8H%Z1:)T&J50A2K9)1)4BU:D&JU0A2K991)TBUSAX%:[*)VR`6-I=+ MC!AW5>LQ83*_J_+(W:'-!GI:D\V[^<\#UP_Q:S@[=9`K02+2^F/WC`Y:T*5% M5W@@&/;*HSJ(R-RQRB1@O-F'N5G\W/=:4WK.>S405H]$31O3Q]-T4&\O#)=-H_J(,JI()7) M&.6"1F6LR1;]J),ZB'(A2)5+1I4@KWP;??$?/22LU5WB-((T3LNH$S3&66(% MRV@&X%#=)AMXAR9"]]HK'FW)E'LROPUJ/9]Q@[1HE'\T\T1$N/P8$+ M'AFEK)6Q5LX%3XP*UBI9J^*"-:.&M5K6ZKC@F5$?:(6M&.7.IJD[Y\C<^[@X MW\-K,J_1YMU>>(%6O,:7,5?X_#>ZB4O$0Q^U[J4&\S8>*W4YVE&TQF@W6+XY MZOJI>&BTC*/EXH4)RS0MH=N2DWCYW[:@Q:(+\=!H)4>KQ.MBM%J\?+1;6LFC M$0^-UG*T3KPN1CM[+UVE[3:Z,>E%9X@6]+7;'\SF#?[A--ZC^73`H]EK!SM! M.E--!.GC_;UHS7J3>.F1.@I2K520:F6LE8N7:IT$J58A2+5*UJK$2[5J0:K5 M"%*MEK4Z\5*MLT?!&FWB-HB%S1CEVFC@C]ZBO>4X'0V6&BQCN=QP.QFL,%C)215]P;8A2YXGHZ*F[9W00A&GB\Z/U,8Y&HW4J.AHM M8Y0+NACM%$5;W%%B1W0T6LFH$G0Q6AU%PTP[NNXUHJ/16D:=H(O1SF&TU3VM M6]R+SA`M[&O/I!#=X[?H)L.CX!HP>LW0SGO-[A(3*:B_=<_H($CO.(^LE8J7 M:F6,-0NL5)! MJI(QR@6)\`LKN*F[Q"D$:9R2427H=7%J=9UBW`O M:!`.NXY+]AE)0)RH=**/:'Y[Z+V0.9!0.T:)()T;[07I+ST(4JTCHU20%LP8 MY8)4Z\2H$*1:):-*D&K5C!I!JM4RZ@2IUIE1+VC0"EOKF4R=>U4]'I9]=FU^ MC3!R/[XD0@ZIQ%6\QO-.':2)$X]FB;L]HX,6],IQRE8=1#EEF8Q1K@4'9;IF MG]1!E`N6*1E56M`I+Y?QN56K@R@W+-,RZK2@4[Z]C^^OS^H@RGT@$_8#M.K\ MK*4Y?_0BAEOV)^X?(YI=H[?>:[9DVXY1XM'L)9*]1[,.<>""1T8I:V6LE7/! M$Z."M4K6JKA@S:AAK9:U.BYX9M0'6F$K1BD[2?;@ZSMJK1'%E^WHE-KZDOAP M=C@SL'=4Y+%3#^EFB2!]P6(O2$>S@R`OC?4.HTSH43U$.A6DTID@E>F; MAZO;^?/':(Y\4G>)4PC2.*4@C5,)\G'P?#IZ2[]6#Y%N!*ET*TBE.T&C]'I- M6_NT&#=-@SGDD#NE48XO-X1,%5V2.]RNQ\P=F%.A&DOV+/Z"!(M8Z, M4D&JE3'*!:G6B5$A2+5*1I4@U:H9-8)4JV74"5*M,Z->T*`5M!;RWC\T&@_^ M82)-4##?7M`J;M[-#2GS:7ETANS43?I:XI%[?C"5Y&FY5$-O1`ZJI047-]?Q M*F[J)B'35X7,.&2N6D'(^`F/NDG(XE4A2PY9J9:&O%M'@V>M7A*Q$:UYP]%Q M;<5+CVNG6AH1\[.H*<_J)B%[CYYMRK!O1ME!N<9@::5X)/$HO,;P(F[B-@YU M=QCIYLL/Q:O3[M1=?D`B2(?4O2`]40^"QCCWM"[F41U$.16DRID@5O` M-2\*K!XB70A2Z5*02E>"O#06M;AT*:O57>(T@C1.*TCC=(+&.*L;+`(5OA!Q M5@^1[@4-TF$OB5*++\TGL601]9X1S:]#W@L#IU1AQRCQ"+U:O/8>S3]+XH)' M1BEK9:R5<\$3HX*U2M:JN&#-J&&MEK4Z+GAFU`=:82L^D[2[XZ2=1T&"./[^ M=>N=T&V&>Y;5Y2?A.W67ADP$Z<.-O436SGP0KS$.]H2+\LM'=1#E5)`J9ZR< MB]>HC`QH-.$[J8,H%X)4N63E2KQ&9;R!$[_GPX MSNHATKV@03KL%,_D!N\X-^C1_);0(_0Y";5CE`B:)7A$:][,8\29UE$*JGPJ M2+4RULK%2PN>&!6"5*MDKT%"OL+6>2<>Y M!^K1Q-^C8(D46KW-.[DEO*9I'ZULME,O.0*)H,MI7/&:M[+/$LXCKA;13.HH M!77*G0I2K8Q1+F@NCWER-&TZJ9O\HD+0Q5]4BI?6HA(TYENOX\Q-K7:)U0A2 ME991)VC^6]8WT:$ZJY?(]X*>^REAEX+\C^2*[IQ_='A[U'P;6="AZEH$X=4H]F\X2,M7(N>&)4"-)ZE:Q5B9=6HF;4>#2K5\M: M'1<\,^H%#?4*6]&EZXP\/=)PU%HC"J_M4:_:^G*N)TT#`S_Z%:_Q6H1W6:*< M3R(.>DG;>S1/!HK7Q6!'\1J#\30@%0<-EG&P7+PN!CN)UQ@,NQH'K[S'RR(6 MXJZA2PY=B=?%T+5XC:%IE1,Q:ZB60W7B=3'46;S&4%@_*YY+].(Q1`M[7)2= M?/&>@+.66"W)=M!WFN^QIX@O23O14M/V8-XZ9$Z"M(K?BI(M3+6 MRL5+M4Z"5*L0I%HE:U7BI5JU(-5J!*E6RUJ=>*G669!J]8(&K;`5HTPBM6+T M=M`=9Q@%:?)B*P@93+DH[0R6&&PO3.4.@F9R1X.E!LN$J5PN:"9W,EAAL%*8 MRE6"9G*UP1J#M<)4KA,TDSL;K`]9T*A87RRX&`R-BJ=5&`R>6V-O*!)>U3T* M)I!(0$4W7UOO%J2%^$HA7N,D:7%U$[V'F(B#]I@]HX.@8&83+[UU%"\)%K_1 MGHJ#!LL8Y8(N!CN)EP2[B^XA"W'08"6C2M#%8+5XC<&65\MED%R+;C(;<=?0 M+:-.T,709_$:0V/CY.AW]N(P!`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`PM9Z)G]YS_E+03K+V`8HU+6R5#?W5]C#>CI].3%U M/R+,A=V3S?^*GIUOO7F)V^QI+,4[+SJ4A%6(4BQ37$ZEN"^LT#?G:PDRVC%* M&.T9'1@=&:6,,D8YHQ.C@E')J&)4,VH8M8PZ1F=&?8""UG*['5G#QL##84/0 MK",RVC%*&.T9'1@=&:6,,D8YHQ.C@E')J&)4,VH8M8PZ1F=&?8#"UOK!S,(# M9Q8$:0INZY'[H$;/[^5]=/^Q4S=)+22,]HP.C(Z,4D89HYS1B5'!J&14,:H9 M-8Q:CV8+<74>X?F!')PSHSY`8D5=AZ]-):@NHFE4\8 M[5G_H%Y!SXERID=U$_V44<;ZN7H%^E$>X*1NHE\P*EF_4B_5Y[4$U4OD&T8M MRW?JI?+&6H+J)OI]@,*.XNZCC2>?N+&F#C$B#/[NLKZ\CK=PV_HR\[4$&26, M]A[-/U]FKR.CE%'&6CE[G1@5C$K6JMBK9M0P:EFK8Z\SHSY`8=NYNV"K[1R/ M+K8>85ZN8_(BS@EM\91P*#EWXZ<1WLLMHJ-B-]?1`)^88K2UM7CI,',0-->G M6AR?J47T##TUQ>):9.*EM<@%7:S%Z9E:1$-688K%M2C%2VM1";I8B]JJ!5X< M#E]:;4RMN!*M>&DE.D$7*W&V*K%8Q/NH]*;8K!9A%W\F:?#`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`')C^)@3Y`#'V`8J`/3'Y!C.B>'?UB\I,8Z!?$T"\H!OK% MY*29IO+CFK+$P M31M'DT\,$F.I>=[88.@@Y(<.,K+9_!P=A/S0&8BA,Q!#9R`]=`;R0\,30\,3 M0\.3'AJ>_#`@$$,K$T,KDQY:F?QP`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`*XZ!X&QR,SXYF?R"D=;9:-*X/>+7Y19:(.B2XOCAQ M+C@3J"XX$\RR<5UP)HC?O"Z\P!U.#W%\KC+1^>$2ZO&`/G^B&#U565R/&?AP M0/O>8Q5>/?M MCZ>G[[OWW]__\M.GIZ]_?]H^_?GGMSZW+FZ#`-*]-M0ESM7%\OF+JJN+I;-7?E<72P; MZG+GZF+94)>;#09FJR5=(FJ#<=*RH2XW&PQ;E@UUN=E@&+%LJ`OZC6U#7=;N MN%A]`759N^-BV5"7M3LNE@UU6;OC8ME0E[4[+I8-=5FXWV"=$2CGSA73AG)+ M=SRM,P:_8>F.IV7#;UBZXVG9\!N6KBZ6#77!^6G;\#K.QKULP[T3K\ULW#LQ M;,';+1OW[@I;\!;*QKUCPA:\+;)QKX*PY?'A8>,>O5F6>UB&`38Z`_`6[L:] M8\ME#K"X-V;9@C=D-^[]5[;@?=>->YN5+7A[%36P+-L'=$.\8L5E\"H^$HP:6!9^5;MQ' MAEP#?%VZ<=\:L@4?E&[<)X=LP8>D&_?E(5OP.>G&?8#(%GQ5NG'?(;(%'^9N MW">7;,$'N1OWY25;\%GNQGV`R19\G;MQWV&R!1_D;MSGF&S!A[@;]U4F6QYA M>30M6UBVIF4'B_LRS+(]0>3;4M+%O3LH-E M9UJP=`;Z@54W+*"!?F!9#K`<3`N6SL#Y8Y7!FADX?RP+5LW!<;-^*1;/P7&S M+%@P!_W-LF!M'/0WRX(ERP+UO5"#2P+5B383:HZFVA65G6K#>+]K'JL$>%K=H*Q^W`RQN MH5:V8"U?M()EP9*^:`7+@I5]<2[8EAM8K%^*M;K1$>?1C(.UV-%R5@VPQCI: MSK)@J76TG&7!BNMH.U+@B%H6[".T<=O1<`VPG=#&;4'#%NP9A)299=G>X8H^+D(30OVS-JX[9&X##;&VKA=DMB" M_;$V;K,DMF";K(W;((DMV`MKX_9)8@LVHL,OM7)WV(\.O]2R8-/`78!1ZFL+DO6LZR/$+MT53; MPN(V\+1:#ED"T[)'&;>=)Y?!CJYH.BY2P+MG%%RUD6[,>, M5K!^*;9EWKB->KENV(H9[6-9L`4SVL>R8"=FM(]EP8;,&[>)+\?!=M8X!I8% MVUCC&%@6[&:-8V!9L*GUQFUBS'&PD36.CF4I8'%;&G.91U@>3EMZT;&]QW<;^Z:QV M@,5M(\\6[!J/HV-9L`$\^H%EP5[NJ(%E*5&WTJQ;!4ME6FI8:M/2P-*8EA:6 MUK1TL'2FY0C+T;2DL*2F)8,E,RTY++EI.<%R,BT%+(5I>83ET;1L8=F:EATL M.].2P)*8ECTL>]-R@.5@6LHU[K?7UGUC!4MM6AI8&M/2PM*:E@Z6LVGI8>F? ML;@'J]8]TR/*/)IEMK#L3$L"2V):]K#L343 ME*H\[V?O=B*G2KCQ M3?[R-)17V51W8ZZ_67;8D%.ENU.IO]L::4222D:*RH94E8:<*BN1KAKIAFPJ M.[*K5*2J',BATI"F,B&32D*2RHS,*AG)*@NRJ!2DJ`0DJ'1(I](CO2`/E1,Y569D5LE(5EF01:4@165%5I4- MV50>-^IB-_M./)%3)=!;T-XZI%/ID5YE0`:5B$25$1E5)F1224A268ETU4@W M9%/9D5VE(E7E0`Z5AC25"9E4$I)49F16R4A669!%I2!%)2!!I4,ZE1[I509D M4(E(5!F14>5Q)2]Y.9O\U9QU(J=*=R4#>]DL^ZK-B"25C!25#:DJ#3E55L:V MZM@V9%/9D5VE(E7E0`Z5AC25"9E4$I)49F16R4A669!%I2!%)2!!I4,ZE1[I M509D4(E(5!F14:5=67%==<6%G"K=E5KTR_[%_WT2J2NK9-HL*ANRJS3DH9(9 MVZ)C*TA169%594-VE8I4E0,YWA#F[:O-]>W*[*QR(J=*X'V"OD^']"H#,JA$ M)*J,R*22D*0R(_,;PII"X\E$NJ@4I*BLR*JR(;M*1:I*0()*A_0J`S*H1"2J MC,BDDI"DF&DO6A]%=I6* M5)4#.50:\E`YD?,-H3YZT?HH;8*VZ9!>94`&E8A$E1&95!*25&9D5LG(HE*0 M\H90']5KL%ZHCZILR*Y2D:IR((=*0QXJCPOUT8O61Y%3)=!;T-XZI%<9D$$E M(E%E1":5A"25&9E5,K*HK$2Z:J0;LJGLR*Y2D:IR((=*0YK*A$PJ"4DJ,S*K M9"2K+,BB4I"B$I"@TB&=2H_T*@,RJ$0DJHS(J/*X4`M@\^W_?V\\D5.ENS!O M7[2BB225C!25#:DJ#3E55L:VZM@V9%/9D5VE(E7E0`Z5AC25"9E4$I)49F16 MR4A669!%I2!%)2!!I4,ZE1[I509D4(E(5!F1465]XBZJ)ZLK;\BN4I&J*B=ROB'<=?1R;MRKW"S0)FB;#NE5!F10B4A4&9%))2%)949FE8PL*@4I M;PAW'>DU6)^X*TQE0W:5BE25`SE4&O)0>3R1;S]IOHV<*H'>@O;6(;W*@`PJ M$8DJ(S*I)"2IS,BLDI%%927252/=D$UE1W:5BE25`SE4&M)4)F1224A2F9%9 M)2-994$6E8(4E8`$E0[I5'JD5QF0024B465$1I7\Q*SY&ULC%;);MLP$+T7Z#\0NL[.]$5?WKWE&7KC20A;K@([&`>%% M*O>B.*Z#W[^>[N8!T885>Y;)@J^#-ZZ#^\W'#ZN+5,_ZQ+DA@%#H=7`RIER& MH4Y//&=Z)$M>P)N#5#DS\*B.H2X59WM[*,_":#R>ACD315`A+-5[,.3A(%+^ M*--SS@M3@2B>,0/QZY,H=8.6I^^!RYEZ/I=WJ;_2"4L;;/MP`Y^+5$DM#V8$<&$5Z&W.BW`1`M)FM1>0`9:=*'Y8!UNZ M?(AH$&Y6MD!_!+_HSO]$G^3ELQ+[;Z+@4&WH$W9@)^4SNG[=HPD.AS>GGVP' M?BBRYP=VSLQ/>?G"Q?%DH-T)'DEE!DSPE^0"9P!29Z_V]R+VYK0.8CJ:)\ED M.I\E`=EQ;9X$'@Y(>M9&YG\K+QM[BQ+5*/#;H$Q'R6P0*E+AL-&EQ&4,$7C%JU@@1^(2H/Y94-CNEB%+U".M/9ZJ+TZ3E'K M$0)^2P(1]Y"@U9)@P9#VH;9T`.-^P+@7$*U0VN[Q9-("5!25SZ3C,VL]G)C! MI2=FM$+,78Z>PE1>[R"!OO60H-62M(6I+5U$A]:)?.J`$IS*:#J"&6FZBPXN M?FWQ&AZ-^TLSNR6@23R"46X8T,-EJ"U`U)FHB/83X(*\#F5/!NC@XM<6/X.! M@5ST$"1)-P/T4%>T/4VP'EX.C:;=S1%-!SA0C5ZCZ126VC6- M2J\@N%8+*#YLC5>G`1E3U*)/$F$V>C(FKW0T!-,_J1?E[,[)R@\/W]7K)BE-^N-R:UQ/+`/J*O7-OA; ME5K/V^#C@3U`>W3JS<>M3NTAX/!B']@$D2O4)G9K=@M?FR(8\8X^XX$%$/7H ML[L`['N/H):LJ\_87P#5=:3ZB.=<'?DGGF6:I/)X*+ M*(>O^!CD2PY2FN8!"=JK[>8?````__\#`%!+`P04``8`"````"$`NE;@XC$- M``#L.0``&0```'AL+W=OD'@U&_MS_MS@^'T].7_G_^2'Y;]GO7V_;T ML'TYG_9?^G_MK_W?[__YC[M?Y\OWZ_-^?^O!PNGZI?]\N[V&P^%U][P_;J^# M\^O^!,GC^7+7X7@TF@^/V\.IKRV$E\_8.#\^'G;[ MZ+S[<=R?;MK(9?^RO>'YK\^'URM9.^X^8^ZXO7S_\?K;[GQ\A8EOAY?#[:_& M:+]WW(7YT^E\V7Y[0;__#*;;'=EN_B','P^[R_EZ?KP-8&ZH'U3V>35<#6'I M_N[A@!ZHL/']71.@_Q[VOZZ=WWO7Y_.O]')XJ`ZG/:*- M<5(C\.U\_JY4\P>%T'@H6B?-"/SKTGO8/VY_O-S^??Z5[0]/SS<,]TPUV9U? MX`G_[QT/:@Z@Z]L_O_0G\'!XN#WCM_E@MAA-@O&LW_NVO]Z2@VK;[^U^7&_G MX_^T4F!,:2-38P0_C1'\]LFV\-(\`'Z:ML'?]K\P-O#3V)@/@NEHKKKPSF-C MLC>N\9-+]UT&%&_UBVDZ_G2L`J@V M3ZQ^,:WA[Y.1#C#&NC4/]J=C/=3SIIEOT?:VO;^[G'_UL(C1C^OK5FT)0:@\ MF)EFXM[./2R!G5+_JO2ABQ^85E?@G_?!9#FZ&_[$=-X9K;5':VRK;%H5-:F5 MZ4B06)!$D%203)!$XSIQ(M:J M4*-(D%B01)!4D$R07)!"D%*02I"Z2ZR(8:J)B$U&[313XF97:V?99.Y.,JVC MUE*KM'!"UJJT(1,D%B01)!4D$R07I!"D%*02I.X2*V38E$7(<"B\N525/B89 M[+7QP5(-[!"MC=9[46Q5VB@*$@N2")(*D@F2"U((4@I2"5)WB15%!*P;1=K7 M%&Z"17U<:S+%Z=*&;[*8V=';M$K4+!(D%B01)!4D$R07I!"D%*02I.X2*S1S M?V@4MD.CR7+<9!%J[]X($@D2"Y((D@J2"9(+4@A2"E()4G>)%0?D(;XIHK`= M!TTFG3@($@D2"Y((D@J2"9(+4@A2"E()4G>)%0=5371R`UHJ"MMQ,&3)\T&0 M2)!8D$205)!,D%R00I!2D$J0NDNL."!-],5!83L.FF#+H-U@H\DWB.CA1_4DUBB1-I* M#;+'P MJZ32G7P:60'4:,[1BDS##HHE2@SJV$I)"R9Y)UTZ167&6AQ`\Q`\UH4T7\J& ME42UA>P`JGRS$T`Z*P.3A[+WM4$S%5HJH2=+M]@S6I-5.],BB6*)$H/&W#"5 M6IE$N42%M%5*K4JBVD)VH%3VZ0N4SDH181JYM:IM,,GF"&$G4%-[8]X8K2FR M&-8*Q.E@;,V:-Q;+@7-.QF2%C^Y$HI30N[XRHS77OD8#Y^#,R0K[*B0J";WK MJ[)]K09.=&JRTOBR!T*EO[Z!T&FQ-1`:82!H;#:!1H@ZH<@@=)M03%KJ*ADV!<5Q9U,1:,Y(L$3;^D,]B;06I.Y M?E6V<&=#Q`H<-M.&NYJ0%J.4D+8\'J*C4N1.5YOR=K-X^?W6J;2U2C<9(M3O3T9D%F\#DZ)AA M'2VQ6[9:%.;8-)S9#9U$,C%:&'YJF/H].OMOQEK4,/^4QT)Z+-E6IX\KY^UA MQ5KDL?[(H[5_JD!WAXQ._(;;.X5!]DZQYR<^NFCU'8LZRJ#NAL1(>Y)1(C[&QNT:#[V-1\Y$H,FW#"EAHPR M0FPKE[8*::NDAFRK(L2V:LN6':TW*J:QK)@,LM.SE3,+-D9KH6J'G_"^FQ9%M=C\ZY7[$6>:P_ M\FB/EZJ??+-8<>>TT\C9%YQEOU'?]M&P><'05L'RM#-:>BF*E1B3%5[0B4'6 MQ/^,KXQLF64_&%OI],H9_)S4V74A79>DA2?@&>AVLR(M[3H(W+VL)@7/]J(* ML<[`?'B\Z<+-VG8TZI9W8XT6G,]&!LTYM8M)BU%BD!5]82N3MG)IJY"V2M+B MYZJDK9JTFN>RI[&JK#K1:C=CQ9UIK)&3M#FS8*.V+#2<4#H6V)/&V9`B5J=E M&!/BXSDAQ(=X2DC[F;D3)&,Y&&"$!LN"9G,:N*^&:E8@2S7A!K+=GS? MJ.[&LKHSR$JJM-:47T-'1JN#8D)\9B4&64F5L)510S:?$V);A;15$NK..FV^ M4XC6I-4$UXZ**J2RDQY)M=3TZ.6?%6N2Q_LBC-5ZX MAV*-%^T2#;=W"8.L76(Z=5V1EMEQ1N*=)2G([67R-VNY1M\9,/-!C-?RQF@M MN"<1(>YO;-"R4\L9U-UVJ"';R@BQK5S:*J2MDAJRK8H0VZHM6_8T=FHYD1K\ M<7Y%<%"8Z:M]N,?@'H(&+3G)V4@4211+E$B42I1)E$M42%1*5$E46\B.5K=. MFW!09)DV,8C'96,AVVRWT$%#=;]RLAP@H6O#+JL;7"U6(['4^>!OSHZZ,6+K M/,#-+MX&]1/HV\7ZMN=Q?WG:;_8O+]?>[OSCA(<(\-GT_J[E[;WFK\U9Z/`U M[CLWQZ;+QR&N^&&7=?D$]Z,]_.LT_*KO3;L-IB&N;'D,S4+<5_+P>8C[.QX^ MP1-AD*4$6UZHUJ*48'<+U9*4$FQRH5J94H*]+E0+5$JPOX5JG4I)#8E:KE*R MAF3ME>#H"-4&)=M$D*A]2DIP4(1JNY(2G!=AXI7@V`A3KP1)8ZB2(FD-N6-8 M>27($#$O?&V0I80J!Y'64DA4KB`E./7AQR=9P\_Z#3\+^/$]`1+N4.60T@_R M[E"EDE*"]!O/YI,@RPY5%BG;H)Y$&]\<1>F(-CX)*DC$VB=!(1FJZD?Z0?&( MZ/@DJ!HQ"C[)&I*U5X*Z/-QX)1$DJ@B43X`J'!'U25",(Z(^20I)ZI7@C1QB MX-L\\&(./?5)\/H-/?5)-N,IGMJWLZ20J!Q*.-3X(7\HBU3X+W M\IAO/@G>Q2,Z/@E>PF,4?)(U)&NO!%\],-]\;2)(U#MU&0-\U$!$?1)\VT!$ M?1)\XL!\\TGPR3-4G_2D'WSY#-5G/"G!]TV28PVZ@NH](./R*'Z$"HE^):,9_-)\(TX5-]`91M< MT\4EPSP&Q]DEPW2%4'^^E'UQQ0'1\$EQNP"CX)+@Z@KCY)+@N M$JK+"])/!(FZPR`EN!R"B/HDN"."B/HDN"H2JHL-TAKNS"$ZOIF(2V*0^'(7 MW'Z"Q+?JBQ4"ZA.4*\3&)]@$4_3&M[OAGA"\^"2X]0-K/LD:"Z%YS>;FZ_9I7V\O3X?3M?>R?T1&/6H^UU_T7^OI?]QTA=7[=K[A MC^]4L=5[QE]5[G%E'M\P^[W'\_E&_X#K8?MWFO?_!P``__\#`%!+`P04``8` M"````"$`RX;<#V<"``!:!0``&0```'AL+W=O&I;F%0]>U8/Q)L[WDRD42PSOJH'[;BMY>V"2[A4Y2 ML]OW=TS+'BBVHA/N-9!B)-GRI5':T&T'OD_9A+(+=SB\H9>"&6UU[49`1V*A M;STOR((`TWI5"7#@VXX,KTN\R9:/,TS6J]"?WX(?[>`9V58?/QM1?16*0[-A M3'X`6ZUW'OI2^1`DDS?9SV$`WPVJ>$WWG?NACU^X:%H'TY[Z%*8[4()?)(5? M`7!.3R7.04%4KBUQ,1M-Y^,BRZ<8;;EUS\+G8L3VUFGY)X*RH!ZY0@U/U-'U MRN@C@KD"VO;4;TFV!.*S^)DAE0--81Z]\7"`PA\H60@?UEDQOU^1`SAD9]3C M&34`Y0E!0#BI@^)`_2+BHT'$]\#+/IXC`\+B?<+BBC#8F4Q3]?X6NC:@R8MI M(HI2$3,98.8)<54[0-ZIW4>A]J$&-&B1**)(1-T@`H,=B`0_Q2+Y\;=!+#7J M')D-RB^R?Q:O#`!HP'UIOH]><\9(/@E[%*87=SGND>2FX9]XUUG$]%[!6N10 M7XJF5VB3^_S_XY/E)KQ:)%W`QO>TX=^H:82RJ.,U4(Y'&ULE-U9 M>?C*+'KV%9*4I(SWWX>]((& M\(=D^89.?HW>B(=H],M%O_SO?[Y]??/WW?/^_>.GSW??/CZ^N__S[KN6_'[_\.WCD_[WX8_WCW\^ MW'W\+5_IV]?WS8N+SOMO'[]\?UMLX>;A-=NX__WW+Y_N!O>?_OIV]_VIV,C# MW=>/3SK^Q\]?_GRLMO;MTVLV]^WCP[__^O-_/MU_^U.;^->7KU^>_B_?Z-LW MWS[=I']\OW_X^*^O.N__--H?/U7;SO\'F__VY=/#_>/][T_OM+GWQ8'RG*_? M7[_7EC[\\ML7G8%YVM\\W/W^Z]M>XZ;7;[1:;]]_^"5_BO9?[OYY=/[[S>/G M^W]&#U]^FWWY?J?G6SUE^N!?]_?_-DW3WPQIY?=8.\G[8/7PYK>[WS_^]?5I M??_/^.[+'Y^?U.&79I5/]U^U)SV^^?;%I$`G__$_^;__?/GMZ?.O;UN==Y?= MBU:C>?GVS;_N'I^2+V;=MV\^_?7X=/_M4#1JE)LJ-M(L-Z)_JXTTW[6;E]VK M?"LOK-DJUVS7:_[\[G6@^3GHWW+W369+!2=\+J#;=@NUG_\Y.$VJIYM MJ*/*=5][P.K2XH#KOGWE`5?]J>8?5F M<:IUMS8:]:OHA20UJVYMUIWSRN-M5GUC_N.GCK=9O>K,?U2)>.7Q5KUJ1H>? M"T2SZAKS'S]WO-7KK5EWZFL#T:QZU?S'JP[X?3%"YB/KX./3QP^_/-S_\T87 M+/70XY\?S>6O<6.V5HZIY4!A1UD-]Y],\YYIK[;Z1P/HH_CO#XU6N_7+^[\U M<'\J6_4CK9I^DUO;Q`S?9M,#R!"20$:0,22%3"!3R`PRARP@2\@*DD'6D`UD M"]E!]I`#Y`@Y0JFK;?2MUSH*0 MW=HFU4H#R!"20$:0,22%3"!3R`PRARP@2\@*DD'6D`UD"]E!]I`#Y`@Y0CU2W=%A5'1+$(N*83\JA011"2YGM[:1C0ID"$D@(\@8DD(F MD"ED!IE#%I`E9`7)(&O(!K*%["![R`%RA)P@9TBO1^J[Y$V8-4JX4KXEZ];V\BF"#*$))`19`Q)(1/(%#*#S"$+R!*R@F20 M-60#V4)VD#WD`#E"3I`SI-BY%9Q8]1(6U%U;EN MA1-GV\C&"#*$))`19`Q)(1/(%#*#S"$+R!*R@F20-60#V4)VD#WD`#E"3I`S MI- M22CN`>WX5M2P=&S5@?9-6=P,>9KGU5%M78=1+5J9M_?K5I<-V\H_$%/K<`[$ M[KVH@7A[+\D]09?\[9J[7V>[^0E>-NP[0^8S$N'H7=(/SJYH%9Q=_;:U?Q3F MYLDY"GMVQ4V5=W8EN6?GDK]=,]-VMIN?7:?U3I_=L;LH)N/>+DKZP0D6K8(3 MK-]5]0[$M'(/I-I[[O[$OJ1@G`O>-[FM6U6I&Y"&I(0T(HU)*6E"FI)FI#EI M05J25J2,M"9M2%O2CK0G'4A'THET)NE=W'(.7^>YU_?,SY&9?CF!MCDJIV7. M(-0LJ=[PK4?^=H/)6UTQM7O@-,Y\J.C'PUS9RIR3,\S5]ZG^<9@1/G9^Q#Z$!G'F[Q45/3R0%"V"DZPOG/R#R2XH-BGEU<14V2$Q']72`7DCG4H8 M]8;SB=]MW:P>ZNR:%0W9*B&-2&-22IJ0IJ09:4Y:D):D%2DCK4D;TI:T(^U) M!]*1="*=21KJT&L:ZESS@Q3,"?)$O_2!`_-YNR+?]4"C.`4%U'[53(.7'8\0 MN7)3]4W,H%ZMCAQ:)6PU(HU)*6E"FI)FI#EI05J25J2,M"9M2%O2CK0G'4A' MTHET)BERZ")%SC4_>O)=#EVU5A6;0!`U)"6E$ M&I-2TH0T)@XFA/2O.!ELEN7WEDK]=<^&.C)6MXH+N MCI45_>"LBA6#LWKF/J%EQO#8WLNQW;D/RIOF;YPX^>_4T_-BI*Y;V9&:-"0E MI!%I3$I)$]*4-"/-20O2DK0B9:0U:4/:DG:D/>E`.I).I#-)'VDM$N"]3^:9 MGV)E,IHCX\%(5I#WAFNS$\X<6[95G2/0D*T2TH@T)J6D"6E*FI'FI`5I25J1 M,M*:M"%M23O2GG0@'4DGTIFD'*'7>GW/O!RUG[GBY^[GJ*0@1\%=RFW=RN:( M-"0EI!%I3$I)$]*4-"/-20O2DK0B9:0U:4/:DG:D/>E`.I).I#-)'X8NZWON M^_:>^3D*9GC5U;K->5U)08["-QGJ5G6.BFTY(^20K1+2B#0FI:0):4J:D>:D M!6E)6I$RTIJT(6U).]*>="`=22?2F:0@A"N.2&-22IJ0IJ09:4Y:D):D%2DCK4D;TI:T(^U)!]*1 M="*=2D944Y"BLB-2MZAP5V_)R!$JXXH@T)J6D"6E* MFI'FI`5I25J1,M*:M"%M23O2GG0@'4DGTIFD'*&+E"/7_!P]_72@IR5-=^RAP5*SJA&=0K5M$:DA+2 MB#0FI:0):4J:D>:D!6E)6I$RTIJT(6U).]*>="`=22?2F:0:S$6&.;('3J6=WPWIVN:+V6(5F0!J2$M*(-":EI`EI M2IJ1YJ0%:4E:D3+2FK0A;4D[TIYT(!U))]*9I!S9[JXZ4CERS<^1J5I&WA=I M%]5,]UV9BIQW>SSRMFM&+7>[D8\7Y4W\4F=)YI-:+[SU6+7R!\:ZL.X?R#,% M,GUD-7RA5.2RMO[R6Y)^B2OUTSIW:VFY^@_TGFRV+:[>VBH!^=8-G* M[\&Z%.D?B)F4Q0_DV:_57A83.>_([-S.R=956+8J5W2'0=*0E)!&I#$I)4U( M4]*,-"ACTS,^8F;`Y&;,O MHF(BY^7(SNW<'(5EJTO;JMK]@#0D):01:4Q*21/2E#0CS4D+TI*T(F6D-6E# MVI)VI#WI0#J23J0S23E"1_;ZGODY,A.V6(Z*B9R7HX+,%*^^UEV%9:M+VZK. M$6C(5@EI1!J34M*$-"7-2'/2@K0DK4@9:4W:D+:D'6E/.I".I!/I3%*.T&O* MD6M^CLR$S`FL)I5Y>[?^944Y"@L=M6MJM`,2$-20AJ1QJ24 M-"%-23/2G+0@+4DK4D9:DS:D+6E'VI,.I"/I1#J3]-M<)AG!CU-XYN?HF7OX M#N_A2PIR%!:[ZE9UCHIM:<6*AFR5D$:D,2DE34A3THPT)RU(2]**E)'6I`UI M2]J1]J0#Z4@ZDK6*AJ2$-"*-22EI0IJ29J0Y:4%:DE:DC+0F;4A;THZT)QU(1]*)="8IE`.I).I#-).4)'*D>N^3DRI4\G1Z^HH7>*:JD7,5M`=2,6OJ-+RF\)0S?IZF;58SUB MZ<8P>+NF7S5[:29?MZDC5VZ]KG`-V2HAC4AC4DJ:D*:D&6E.6I"6I!4I(ZU) M&]*6M"/M20?2D70BG4F*''JMYP1`G>M'SM16G2MG-9/O&@_&KH+,9^KM3%YA M"]_3*==4LSI(=LV*AFR5D$:D,2DE34A3THPT)RU(2]**E)'6I`UI2]J1]J0# MZ4@ZDNYC6F7;95M?M!O6)%0U)"&I'&I)0T M(4U),]*:D!6E) M6I$RTIJT(6U).]*>="`=22?2F:2(H2,5,=?\B)E2ZD]&S*P2S,`*\NX>F]>8 M@-E6U9`UZ(*&I(0T(HU)*6E"FI)FI#EI05J25J2,M"9M2%O2CK0G'4A'THET M)BEBZ#5%S#4_8J;*^I,1*PJSWBA6UFK=44R3_/H[3\5[UEW;K,X8:,A6"6E$ M&I-2TH0T)E`.I).I#-)D4-'*G*N^9$S%=DP+*UO.KK?1+"JJN^,'ZNEFUYH`T)"6D M$6E,2DD3TI0T(\U)"]*2M")EI#5I0]J2=J0]Z4`ZDDZD,TE!*B+@E,\5)-?\ M()EZ;'AU?''D,BL$(YE50.'8%'S2\K9M5$1F0AJ2$-"*-22EI0IJ29J0Y:4%:DE:DC+0F;4A; MTHZT)QU(1]*)="8I2+:_JXY4D%SS@V0*LDZ0?OB.T551P0UN)CM!%;]?-5." M[5P_?,>H;E,=Z8`T)"6D$6E,2DD3TI0T(\U)"]*2M")EI#5I0]J2=J0]Z4`Z MDDZD,TF1*S/AS;M<\R-G"K1.Y.S8511NW3O&J[*6&]PQAO7\NED=)+MF14.V M2D@CTIB4DB:D*6E&FI,6I"5I1S&=15^U=ELQ?'+MNFRM>@7JVB(2DAC4AC4DJ:D*:D M&6E.6I"6I!4I(ZU)&]*6M"/M20?2D70BG4F*'#I2D7/-CYRIRCJ1LV-74:WU MQJZR@*MMV2M@ZR*8X]]>V595:`:D(2DAC4AC4DJ:D*:D&6E.6I"6I!4I(ZU) M&]*6M"/M20?2D70BG4G*$3I2.7+-SY$IM<9R5)9@W?E[0=[[C:T+3-]MJSI' MH.$5*"&-2&-22IJ0IJ09:4Y:D):D%2DCK4D;TI:T(^U)!]*1="*=2@(5LEI!%I3$I)$]*4-"/- M20O2DK0B9:0U:4/:DG:D/>E`.I).I#-).4*O*4>N>3FZ#HKOU74M=__S#R4% MXU$X):];V1R1AJ2$-"*-22EI0IJ29J0Y:4%:DE:DC+0F;4A;THZT)QU(1]*) M=";U>A'K>^;GZ)F:^C5KZB4%.0H_1U.WJG-4%F*='Z=AJX0T(HU)*6E"FI)F MI#EI05J25J2,M"9M2%O2CK0G'4A'THET)BE'Z+5>WS,_1Z;R&;FN79<546=^ M5)*7(Q73$:1B336K@P0:UANK6B6D$6E,2DD3TI0T(\U)"]*2M")EI#5I0]J2 M=J0]Z4`ZDDZD,TE!0J\I2*[Y03*53R=(/ZP17!>E4K]&T`K_4F6_:J8=V]E4 M6-^LVU1A&I"&I(0T(HU)*6E"FI)FI#EI05J25J2,M"9M2%O2CK0G'4A'THET M)BER92;<^J9G?N2"DKJ=2]G*>16'_G5!WGLSK8O@@UFW=:MJQ0%I2$I((]*8 ME)(FI"EI1IJ3%J0E:47*2&O2AK0E[4A[TH%T))U(9Y)R9+N[ZD@-7:[Y.3*% MSW#H*GYS_MG?O;TNBJ7N?5])WO6QU0@_=%6WJ@YM0!J2$M*(-":EI`EI2IJ1 MYJ0%:4E:D3+2FK0A;4D[TIYT(!U))]*9I(R5Y?)ZGJ.,N>9GS%0ZPXR]_,&^ MZ[(XZD[!"@HB%GYGOUS1FX'9%:O4#=DJ(8U(8U)*FI"FI!EI3EJ0EJ05*2.M M21O2EK0C[4D'TI%T(IU)BAAZ31%SS8^8*8(Z$;.7PZ(XZ@U59;W4*U$UPI+Y MM6U5A69`&I(2TH@T)J6D"6E*FI'FI`5I25J1,M*:M"%M23O2GG0@'4DGTIFD M'*$CE2/7_!R9(F@L1T5QU,N1K9?6D_-6(RR97]M6=8Y`0[9*2"/2F)22)J0I M:4::DQ:D)6E%RDAKTH:T)>U(>]*!="2=2&>2

4XY<\W-DBJ"Q'!7%42]' MMEY:YTBEA>#]XMMKVZP.$FC(5@EI1!J34M*$-"7-2'/2@K0DK4@9:4W:D+:D M'6E/.I".I!/I3%*0T&L*DFM>D!H70='\A[6%8@U^\#.XX>O;=B]5%YQ&-G81 M&T8LB=@H8N.(I1&;1&P:L5G$YA%;1&P9L57$LHBM([:)V#9BNXCM(W:(V#%B MIXB=(];KQ="-AGH]R.,SQ??&!:OOE;7JFL9MQ`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`O`NQ0+X+7[%"O!&^' MW7=!TO2RP/[TLL#^]+)XS?[TVO#VUWD7E,[T0L'^]$+!_O1">(Z4Y/W-GK7X%Z%51MJM-KXK" MVO4?AM=+H+2&W8="7UH]45;HL3V%'MM3PK$]91K;4Z:Q/64:VU.`L3U%%MM3 M9+$]11;;4SZQ/442VU,DL3U%$MM3_K`]10[;4^2P/44.VS/YP@9-HMPM!HDR M96@G4?DM^^>::=E.\VM;22# M*8$&1-NHRI[R"%,>888*9([*7M% M);PHJX>C7G`'H)V6[5X>]6PC)X\PY1&F/,*41YCR"%,>888&?& MCGKY`O_[#(W2_`_A-8.*S*W3K`Y9O6IEPTB[)&*CB(TCED9L$K%IQ&81FT=L M$;%EQ%81RR*VCM@F8MN([2*VC]@A8L>(G2)VCIA"QL[4O8:'_J#7,'5S9]"K M0U84U+U+:]XX_QN_]:6UU0SJ`0I9L:K[&:F(*61HIY#!%#*80@93R&`*&4PA M@RED,(4,II#!%#*80@;+(J:0H9U"!E/(8`H93"&#*60PA0RFD,$4,I@)&5$A M1_0TM0L*8`I@L:X?0)@""%,`80H@3`&$ M*8`P!1"F`,(40)@""%,`80H@3`&$91%3`-%.`80I@#`%$*8`PA1`F`((4P!A M"B#,!)"H`+H8!-"4PL,`OGA#:^9T_'6K;G!!U4[+=MJWO=O`#6W=J+K"#IP5 M*U,>[<8J4QYARB-,>80ICS#E$:8\PI1'F/((4QYARB-,>80ICS#E$:8\PI1' MF/((4QYARB-,>80ICS#E$6;R2'2CH=X,\FC*R4X>ZZMN46?6]JH$:#N%!5.[ MX'T-#7JV6;6J0@93R&`*&4PA@RED,(4,II#!%#*80@93R&`*&4PA@RED,(4, MII#!%#*80@93R&`*&4PA@RED,(4,II#!3,B(;C@8,E-A=D+VX_M9,R*&@]YE M^"5$[;-L]O*89QLY<80ICC#%$:8XPA1'F.((4QQABB-,<80ICC#%$:8XPA1' MF.((4QQABB-,<80ICC#%$:8XPA1'F.((4QQA)HY$-QJ,HZDW.W&LQ[RB$.V/ M>;8X75]66RU.]&PS)V0PA0RFD,$4,IA"!E/(8`H93"&#*60PA0RFD,$4,IA" M!E/(8`H93"&#*60PA0RFD,$4,IA"!E/(8`H9S(2,J)"Y&%Q8364Y&K*RY.Q= M6`OS;B=:K6"*IPNK;>:$#*:0P10RF$(&4\A@"AE,(8,I9#"%#*:0P10RF$(& M4\A@"AE,(8,I9#"%#*:0P10RF$(&4\A@"AE,(8.9D!$5,A>#D)D:LA.R5]W. M%G5G?Y`K:]':D[UW:+583K'-G/S!E#^8\@=3_F#*'TSY@RE_,.4/IOS!E#^8 M\@=3_F#*'TSY@RE_,.4/IOS!E#^8\@=3_F#*'TSY@RE_,),_HO+G8I`_4TC^ MV?R5Q6=O_"LL&/]X]VJ;.?F#*7\PY0^F_,&4/YCR!U/^8,H?3/F#*7\PY0^F M_,&4/YCR!U/^8,H?3/F#*7\PY0^F_,&4/YCR!U/^8"9_1.7/13]_S>?>F,@7 M!&],E!:$#'>O=;,Z9+1A@Y9$;!2Q<<32B$TB-HW8+&+SB"TBMHS8*F)9Q-81 MVT1L&[%=Q/81.T3L&+%3Q,X14\C8<7ICPL,@9*:<_).#7+,H07L7V=*\_*EF MC*MLW^GOQZ? M[K^-[[[\\5G3-N=3_LVB`*WXU?,Y12VXH&JG9;L7ZR=U(R>/=L7*E$>8\@A3 M'F'*(TQYA"F/,.41ICS"E$>8\@A3'F'*(TQYA"F/,.41ICS"E$>8\@A3'F'* M(TQYA"F/,)-'HAL-]7"01U-C=O)HZR?-LOCL3NU*\VO&;7P&JFY6!6K0H"ED MQ2Z<3X@J9#"%#*:0P10RF$(&4\A@"AE,(8,I9#"%#*:0P10RF$(&4\A@"AE, M(8,I9#"%#*:0P10RF$(&,R$C*F0N!B$S->9HR(KBLW]I+*B-']E=5%+]2EU1^`U_Y@VI]KP?Y,ZW@T]]Z=#*5>MO9.G0"C/_.*O6=Z`!+TS_.JO5L*3A`?9WV._?Y*.Y;_#T79F:;SDD%UV4=3+EJ?8`ZF-+\#JMO7_SC M:SUW9Y0O".Z,*JMW=]N@#7P+]F>F+^'ST>V^TRO`=D6KF.)X3TAI;3\@P3?X M=33%JEY`*O,"^OC60F+>?O*EZZS+X#+F.RC:K M+UJT8:1=$K%1Q,812R,VB=@T8K.(S2.VB-@R8JN(91%;1VP3L6W$=A';1^P0 ML6/$3A$[1TP7+7:F;A4]#$)FKF?1D!47.C_ZY<7/SR]F1N9KN446G9#!%#*8 M0@93R&`*&4PA@RED,(4,II#!%#*80@93R&`*&4PA@RED,(4,II#!%#*80@93 MR&`*&4PA@RED,!,RHD+F8A&R]X^?[^Z>!A^?/G[XY=O=PQ]WMW=?OSZ^^73_ MUW==2QJ7%QIIK;]YN/O]U[=F;G^3[T'9"9:9*?Z-J7SDW\3CPE:^,!\5L;"5 MKZD70FRSK7Q-G0`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`7;,`7:B!]@Q!QC=8*^C`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`276K<;0E1:LIHJ3[2L@2^Y MD#75L)4%4:UD-+.'ZHJ$OK\D->4-=@P;>0N'R'.>LB>1'FO6:$?;05^2)2QG!XK_5.E!K* MO3!'4E&!)WBBFIL>@-#IFUU//--E@L.5MUCY41`N,#HPI9^Y.8M1>E1:U'^= M4=!1.9*P(X&U(XF6MY(0)\@&\D0UW6VE."'H#G"I6FIZ+=B$D,'4@'N#`@(+ MJ%(`O^Z"*%ILR2MD(^VL'CNK@5'86Q#@[YV`XADG!K5.3+Z,V\<.&1!&\X31 M+*%!$PS/H>AES^!\.*-X8+3J+4:BP61&M$%!],3)-#/.Z@8G4/T9)P:U3OK, M=,B0<520D?+E+*E!QZ0=,BWSE7RL1JS(]/K:[SO&?!VS=P@LPW+MNEAU=KFV-8HCE,O)@?+FUK M";]5!D/)]\`X%T*?-^"9]#_JW3\```#__P,`4$L#!!0`!@`(````(0#?K.P: M(YH``.A1`P`9````>&PO=V]R:W-H965T'KMX]?/O_\>G%R^OK5A\_OO_SZ\?,_ M?GY]=UO\U^KUJV_?WWW^]=T?7SY_^/GU_W[X]OJ_?_G__^^GO[Y\_>>WWS]\ M^/X*"I^__?SZ]^_?__S;FS??WO_^X=.[;R=?_OSP&;_Y[G)V>7KWY].[CY]=6X6]?7Z+QY;??/K[_L/GR_E^?/GS^ M;D6^?OCCW7<<_[??/_[Y3=0^O7^)W*=W7__YKS__Z_V73W]"XN\?__CX_7_W MHJ]??7K_M_H?G[]\???W/W#>_UEKR]=O?OEI/T+W'S_\]2WX M]ZMOOW_YJ_SZ\=?NX^7%U>K);2.-%RZAOCY8X>*2V-_J/CI M&BXN3Y:+T^OS9WJ\=@WQ\\?.<8&L[[LT__BQ@UU(6LT_7-/5R<79Y7*US^N1 M`5J<2:_XAYSIV8N2LH")[`&KFQ97)XN+TRMCIF.=BH,6:J&7'J]X"/:6X[TZ M.5M=+BZ?[55,_$2^8?,DJK%UTU9^(E\P_7](5I/1,SF7_\V*F*EXQ= M7W2J;^QTNI^&-^^^O_OEIZ]?_GJ%FQO&ZMN?[\RM\8+NB8.7R(-P>1+9&"2$FD(E(3 M:8BT1#HB.R(]D8'(2&0B,A.Y(7)+Y([(/9$'(H]$GD(2F0,^",TAJP:#]QZ0 MW+VUY`(_#KMB[8.DV8;(EDA!I"12$:F)-$1:(AV1'9&>R$!D)#(1F8G<$+DE MK$;!8. M3?FF29Q[2RZPD_27^_(B70GZ('^Y$]D2*8B41"HB-9&&2$ND([(CTA,9B(Q$ M)B(SD1LBMT3NB-P3>2#R2.0I))$=D$*R@RF&'7:#:1&[P9+$#R`.11R)/(8G<8`K`H1UD^;?G<=(=NL`\$]P1KI*L:Y1/.Z,M MHX)1R:AB5#-J&+6,.D8[1CVC@='(:&(T,[IA=,OHCM$]HP=&CXR>(A2;P925 M@M*B-X,K-YW[=>!;4T[$I)"889F:P4>I&0AM54NB"D8EHXI1S:AAU#+J&.T8 M]8P&1B.CB=',Z(;1+:,[1O>,'A@],GJ*4&P&4UG*F<%5G$(S6'2)N228&5:I M&7R4I'EC2DMP$1H*VC(J&)6,*D8UHX91RZACM&/4,QH8C8PF1C.C&T:WC.X8 MW3-Z8/3(Z"E"L1E,;2EG!E=S"LU@4;(XN$[-X*,D\QM3;S)3RBHP`Z&"HTI& M%:.:4<.H9=0QVC'J&0V,1D83HYG1#:-;1G>,[AD],'ID]!2AV`RFEI0S@ZLQ MA6:PZ#RH()CGL$AS@#:,MHP*1B6CBE'-J&'4,NH8[1CUC`9&(Z.)T1RA>-!- M-2XT2AKV MC`9&(Z.)T1RA.&6F#"(I,^]!V,?CAU-FRR91RAS2DUZ;=S%,8A5M'+HVV?_W M+V>GBZ0VMM4`&8*"4>D0?DA4I5%..7DN5VN`M&D8M0[AAT1U&I4_YIT&2)N> MT>`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`;GJQQ+4KN4;3&=5%ZC)LSA_##W]SH>MAJE&2K$*1: M):-*D)WT3T^2VWBMOQ?A1I`*MXPZ04>/>Z=1(M\+4OF!T2CHJ/RD42(_"]K+ MQ]G$A9;-IN%)-BV*[E@.Z6%OS(8&#;$]D=ZWC`I!VK!D5`E2K9I1(TBU6D:= M(-7:,>H%J=;`:!2D6A.C6=!>*Q[T`Z6A,RX-"0I3OKQ*%BEKB=(K?^-0=,>Z M/$^NO:U&2;8*T0I[S&P#W*%JCY5JZ45+/=8:)3TV+^JQE2CML5,M[7&Y3#:F M.XV2'GO1.GJ.@T1ICZ-JA3W2?"`H/:+E,-FU;C9*Q*P1AD>3GYHP_J,=*&L8]TMSK&NJU MU4C#HSVV$J7GV`D*>[Q8)8.STR@YQU[0T1X'B=(>1T'VSG*1[H`F_;WT-0OB M:0*?=,G:8,_CN=FA<&X6I$>W$:1CNV54"-*=22E(M2I!JE4S:@2I5BM(M3I! MJK5CU`M2K4&0:HV"5&MB-`O:-XRNO?,#)9H]3P;=ED+BW<0RW8*[AN%NPB', M#^9!P^)LF:Y`MAHA/BE8IV14:4.].I?+9*-2:Y3(-Z*%V_?AR[J5*!WP3K6T MX7*9;BXT2GKL1>MHCX-$:8^C:H4])K>V2:.DQUFT#O48&\&403*3,![ZIRLC MA\+-A2`][(U#P5UARZC@AB6CBAO6C!IIJ#>P5I`>5\<-=XQZ::A:@R#5&KGA MQ&B6AGNM>-!-O2,WZ+8.$N[ESUUI))RCE\MT9211>HP;0=%=X3I9-6PU2NQ3 M"`I[Y#N?1&F/E:"PQ^4JZ;'6*.FQ$72TQU:BM,=.4-@C;:!V&B4]]H)4:V`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`I2K8G1+&BO%0_Z@:+-A7M91>>?MPXE M]Z6D7+&6*#WLC4.8,,R-XW)QDM01MQH@Z2Q8IF14:4.C?+Y(;W>U!HARPS(M MHTX;[I7C>]M.?RNR/6L,C$9M:&3/TN.=]/X.U%DNN,[B4'C7$10F MRC8,9O:MBPI0P0U+1A4WK!DUW+!EU''#':.>&PZ,1FXX,9JCAO&@'ZBS7'"= MQ:'XCD/O3$A4F`=7H#DZN6ZEH5[ZA2#5*AE5@H[*UQHE5FP$J7S+J!-D;VK) MM;[3WXIL+TAE!T:C("=[DBR()_V]",^"]L)Q%I.:B6R++K@VXE!TK^':B$1I M,K:,"D%ZIB6C2I!JU8P:0:K5,NH$J=:.42](M09&HR#5FAC-@C*#GM1&_*!S M#<1\SQ"68?&]AA[>2I0>]L8A=Z^A%Q2V^GMQ2<$J):-*&YJ9FX1K_;T(-ZS2 M,NJTH1%>G*:KRYT&B'+/,@.C41LZY62Q.VF`*,^13'S)8+K(+;4O#$^69Q9% M=QN'PE19%-Q:MDXK0(5#X0Z'4<4-:T8--VP9==QPQZCGA@.CD1M.C.:H83SH M9I.;*1N8"R,==(O,NQ.ZO[E*9LFU:QB6;QPRM0MMF-;YMAHE7BE$*^R1J_H2 MI06C2K7"'I,'$+5&28^-:!WML94H[;%3K:#'],G%3J.DQUZTCO8X2)3V.*I6 MV&-2Q9TT2GJ<1>M0C[$_S&8_YP]7/PB7[ZXN$.KR4Q]<9_N)-[Q.+7)3ZN)D M<1K]+SFEK5.(KF$2+;F?2AN:Z6J9SH.U_E[&JF&5EE&G#345O!76*)'O66M@ M-&K#(_*31HG\'&G%:37;\B"MSSU%N+#;^/`AGT-PD_2W%A3FUC:\TJBMBPI0 MX=!2HTK6JKAAS:AAK9:U.FZX8]2SUL!:(S><&,V15I0,\\4683)DV;+G\8W/ MH7C%?YTL@=<2%>1!$)8]?@[FC\%)CZ=+6^"]P%XZV7\7HJ1342E(^ZL$'>VO M3OO+%)0;4=+^6D':7R?H:'\[B0JG*+I0>XG2'@=!VN,HZ&B/DT0=[7&6J'V/ ML3>2\LES%^HEEU4<"O<7@O1T-@Y=*=J*UDJK8(5CP4/.DL4J%JLS8@V+M2S6 ML=A.D&:H9ZV!M49IJ&9T\9BOR:NFJK)0P/8Y*T/'CJ'U8?!S)>K'Q8=%9I1R?H^''L?%AT'/3TU8<=/8Y!PO0X1D''CV/R8=%QT--7'W;H.&(_)L4B M\N/MES]Q!\%L;K^L_Y*+2`[AQ1]_'V>T8;1E5#`J&56,:D8-HY91QVC'J&2:CR"=A]:,-HRVC`I&):.*4*3195#>DVO)4K1QJ%GOD-%H^1J*AB5C"I& M-:.&4>M0\&T9G48%=X#+9!^UTR@YU)[1P&AD-#&:(Q2GS-1E?F#S8;Z5(4V9 M0YJ?M40IVC@4I^PZ*5)M-4K&H6!4,JH8U8P:1BVCCM&.4<]H8#0RFAC-$8KS M@\7J#^7'Q">7E$.:C/4EH8U#A[_C1@,T-58&;025K%QI0[/5Q[?G)%ND6@-$ MIF'4LG*G44XY6;GM-$"4>T8#*X\:E3_F20-$>8Y0G$13$DDOLC/\(2+SD-0M M!FS5)-S47UH4OZ)UG6P!URXJK/$YA(?OH M9S2PULA1$Z,Y0G%*DJ*+SP,75RXM,J6Z8`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`5:UFLDRA]9+5CU`M2K8&U1HE2K8G1+&BO%:Y!.$OKH=7)ZT@;,M@_MM(RU,]^FV&%1E6.A;(59FP.L.: M#&M9KLN$[3*LS["!Y<9,V)1A<\SB9&'%%%X[?C=@>+*JLRC:G*].DT7]VJS= MT#"Z;#(-:0;;NH;PE9DPK\].3Y)56,'2):-*$#KU$SOU5KNHA7RF:[%8?T3#:N81"U=0AC)[-R(5':L&14"=)Y MNG;(>$#$&@E3L991)TC%=@X%!]9SU"!(Y4=!JC6QUAQ%Q:-NBEK!W<]?P;;8 M%98Y\0ESDXCH-9I56B->2Y0>XT:07] M9VEXJ,VUXF1@$9N[]):&)X-N M47SS7"37T=HU#&^>#CVSW9`H^V<3KO%W*).U4B$1.M>5W%LE4>&MB6^>+FHA MFYO%VO)6I5$:6)KAQ;!)JB1,!5K6:R3*!7;"=(#ZP5IU,!:(T=-@E1K%K37BK,1 M%K!RV4CV+4LN8#F47.7)I;C6*)GH-HRVC`I&):.*4_!/07'I:6I2X)%GZK#5* M7>(;"MIR5,&H9%0QJADUC%I&':,=HY[1P&AD-#&:&=TPNF5TQ^B>T0.C1T9/ M$8I=@ND_NS`P/%D86&1>A?;KS=59LAEH9S0P&AE-C&9&-XQN&=TQNF?TP.B1T5.$8C.8*E5F@[:TU:MP@^90 M/#.<)9ORM4:I&:Q6L`S8T`!.DB=M:,-@ZYS57F3^!I@%S_!:.2E2N-RK]J5VN`*#<1B@;$?)]:SLI['EO9H;CP M1`_;)$H]L1&$VY^_.])^="L]RN>WEM?GZ7>A%**D>_U2D/97"3K:7YWV=WU. MQ>I&E/;]Q>-F2@&9*`,:=0L"N[U:Q<5 M#9%KB'=:Y;"V(A:PPC%,ZA)6LEJ5:5EG6!.IQ2>>;)R\+7A_A`_>[<_Y.EX3 M)X^#UBXL*`YN!!V]?+<293_M>7ZUXLG"'D'P6F\IC?2"J@0=[:V6*-O;U3G^ M"%7X.>_$N(V$9^8-]!/.&\_=@,S#T_2"N[!H&&T8GCE(U-9%!>7@ MPB&41R6J9*U*&JI6+4B=V41:L6\.K)[-IQO2LW.+8-QE_N872M MV(9F">\;9NXRKD>I>N(5*GJ#V(FC?J!CXHY*!Z"2J*/]U2[*5UFO+^C!2R-* M7,U"+>['W,(+T+T$'N5JGM:"]&0V#H6U18?">F`A85H/+%FLDB@=OSHCUDC8 M7BRV2[($I8LD*>+A!DDVLBBY*R77Z=HU#&;A#:,MHX)1R:AB5#-J&+6,.D8[ M1CVC@='(:&(T,[IA=,OHCM$]HP=&CXR>(A2;)%G*^WL1+]G-1T(PS23EF?0U M,8V2RW[#:,NH8%0RJAC5C!I&+:..T8Y1SVA@-#*:&,V,;AC=,KIC=,_H@=$C MHZ<(168PJXSPMBIFV/-X&^-0,C,DCX#6&N7-P&C+J&!4,JH8U8P:1BVCCM&. M4<]H8#0RFAC-C&X8W3*Z8W3/Z('1(Z.G",5F.+`WP^?NTMN$0UCJ2YK7C#:, MMHP*1B6CBE'-J&'4,NH8[1CUC`9&(Z.)T&#TR>HI0G/D# MV]9KWK8Z%%3AUHPVC+:,"D8EHXI1S:AAU#+J&.T8]8P&1B.CB=',Z(;1+:,[ M1O>,'A@],GJ*4)SY9$ON;P"\]<8B=S\-Z/)WS6C#:,NH8%0RJAC5C!I&+:.. MT8Y1SVA@-#*:&,V,;AC=,KIC=,_H@=$CHZ<(Q9E/:A*T64B*,==7R2.]C6N)*+E_;!D5C$I&%:.:4<.H9=0QVC'J'0I*V8-&Z6FO MSI*7'T:-DM.>&,V,;AC=,KIC=,_H@=$CHZ<(Q<8Q!9*@A/NL<6Q!)7S4=^V0 MUMW6#D6^N3A/ZA<;C9(!W#(J&)6,*D8UHX91RZACM&/4,QH8C8PF1C.C&T:W MC.X8W3-Z8/3(Z"E"L4E,X>='3.+J2SHAO+UV*)I=+,-*QCW$2>JB&]<(`6H0 MWT90(=+JOU(;YA\/51H@,C6CAI5;C7+*R2/M3@-$><>H9^5!H_*C,6J`*$^, M9E:^T:C\:-QJ@"C?,;IGY0>-RH_&HP:(\E.$8IOE"GUX`52_\.*:2WL.F2^K M\;>HU5GZ"I*+"LK@&T9;1H5#P2=I2HZJ&-6,&M9J.:ICM&/4L];`42.CB=', M6C<<=B93_%VK2_M* M1F[K-!W#252TKYG1C:"C?=T^T]>=J&A?]XP>!!WMZS'M M*UG9/(G*OJ_8S`<*MM=H9#8)4:V2M2:)4:V9T(TBU;EGK3J)4ZY[1@R#5>F2M M)XG::T69QY=BQZLHF4<_;RRODL7&6L+P]23F!KP\39__;H(( M<='6,SWA(L-*SYSZ9:I>!1&B7GNFZDV&M9Y9]?3/UW7![T5[YYEJ]QDV>&:U M3]/O0!Z#`!&?/%/Q.<-N/!/QY!G*;1`@XG>>J?A]ACUX)N+)K>`Q"!#Q)\_V MXHGK#M2!%Z=<"!8&UXDV+&;C8#%A,!4QF,HQ/4&8BAA,16UA(V*P$;6%C8C! M1M06UB$&ZU!;6(<8K$-MX19B<`NUA5N(P2W4%@8A!H-06QB$&`Q";>$)8O!$ MV#;QQ($*\>*42\3"HC75ZCRI`<$FMFG\4>#S9,*"CZ4?=X*9 M7)@:#&;R83DO%_::[%[A0A\FO<*%+^D5 MQJ1>84POI[W2][#!JSY,>H5720Y>)0:O^K9'NH!]?9AT`?N2'.Q+#/;U;8]T M`4?[,.D"C@[E$DC`3M85SB,$YU!;.(0;G4%O8A!AL0FUA M$V*P";6%)XC!$V';Q!-)35S76US\7N!;-LSSD&B]M4HKEICE;)A;;]&[LO", M#Q#?PC..J3_@&6*8S'Q;LY@C<1C(!X@X#$1",!`Q&,BWS8K#33Y`Q.$F$H*; MB,%-OJU>U*OSY$4C&,R'21Z]"EU>,Z%Z1C"37FPZ17 MV-`Q_#C<*YSIPK17.-/+:=/5>?+J!,SJPZ17F-4Q_,CVFO@W*%2`D6(@8+^;9&'=^.G%1B8"@?(>HP%"G!4,1@*-]6K]>+9;(C M@\=\F'0!CSFYJ(Z4KFEA.^H5MO-R0:\7R4H:3O1ATBN<^))>84[J%>;TO`JM84[B<&=I`=WDA[<26UA16*PHM/3#3Q\ M1WKP';6%R8C!9*0'1Y$>'$5M,=T1@WU"O<0K!TK_^`K6C"=<\1]N]'?7U7ER MM6*ZLV'GF&1]&%7DX1P79C_L<':1UN3A(Q>A+Y7#1X[IK10^>DF'L%;4X6*9 M3L,P&G4(HU&',-I+.H3WH@[IK^G!B-0?C$C]P8@OZ0_>]/WIP*\NDD("[)I3 MR\R<="!P<*YI^O4G,'7V0)()%C[/J:4'`NO3@<#ZN:;I@>!J>,F!X`+)J04' MDEPSR1.&Y^=7?O2P.+4L7DY:AL^5!O.K8WH-X+JP#!\;E#A<%Y8%'\W!=4%Z MN`A(#[8G/=B>]&![TH/'20^V)CW8FO1@:]*#ATD/AJ4XS*^D!W=2'*Q(>O`= MQ<%DI`>341P<17JP3Q@7>V61/)(@KR2?,5GL&R2/*AR+RG>KBZ0&MY:F0>5D MDV';#"LRK,RP*L/J#&LRK,VP+L-V&=9GV)!A8X9-&39GV$V&W6;878;=9]A# MACUFV%/,$ON8$G-N-[*PM>=H-^)8^*[Q@AD\X>K6^AHB/$$,GB`&3Q"#)XC! M$\3@"6+P!#%X@A@\00R>(`9/$(,GB$T9!D^$<4D>3&$TFP=;,8WSX)A.X[@V MB2$/Q)`'8L@#,>2!&/)`#'D@ACP00QZ((0_$D`=BR`,QY($8\D`,>2"&/(0L MR8,I1@9YH.DT>0MW@<30UD:8;F.0'Q>G#/FQS'QNTJ]CZ=U$A)PLO9-&'R2$CB\2016+((C%DD1BR&+(D MBZ9*]T-9M&4]2,KQOL7?%K&9U8PAB\201+ZI,&21&+)( M#%DDABP20Q:)(8O$D#)B2!DQI(P84D8,*2.&E(4L29FIF/U0RFR)+4Z98U'* MB"%EEAU\;177G(^0S"!;Q)`M4D>V?-R^HL5_^"R($'7DSK<2AMR1.G+GXYQZ M\M`2F?01HH1,$D,F21V9]''Y8T=>?82H(Z\A2_)J*DMI7O$2IR][+FSI*4LJNLB;C0MJ=2%(:ARUR:NF!P"ET('!*KFEZ(#"//Q!SR2[2^CF<1-IP M$C$XZ27]P5Q1?V?IE^W"::%VXC13!PFG``Q2'=I(?<4AP227I(),4A:Z2'1%%;)(H8$D5ZR`KI M(1%AVR01IJ(0)&*_SGWVDK=EB#A)EIEWO_UEN[I('CH@;38LJ![ABG<,BP+? M-'?%NS#,7SYLN4B*PDAN3BV]T)!O.A#D.]P6M)]D@KX+M2.?7>6 ME*O\!+#_15*6<@S>TNO?L`>0MAI7^SC5:SS3 MN-8SU>L\T[B=9ZK7>Z9MAPP;/5.]R3/5FSW;ZR5Y,*6('[W^SVS](KK^A26W M?'I$[>*B>5M8.'=D)@`7AJG6:".S!*K/#O:(Y)MFR:+C,3G MR+_K(5+C*UW"-*VP1*XI7^G9`TD_O0OCY-32`X&77)@>"+R4:YH>".QEPZ(1 MN5@F68;C/](>VDC;030]I?TA^VN)2) M(>>DAP23'G)*;9%38L@IZ2&!I(=L45MDBQBR17I(#>DA#V';)`^F%)/-@ZW1 MQ'FP+'[N=TG/_4P=`&_61L_]F"$U%(?4$$-JB"$UQ)`:8D@-,:2&&%)##*DA MAM000VJ((37$D!IB2`VQFPR[S;"[#+O/L(<,>\RPIY@E-C'5H*Q-;)DHMHDK M'87[\#-BN/,2@R>(P1/$X`EB\`0Q>((8/!&RY#RQ-LN?I_E%NM]P3&\=N%41 MPWD2PWD2PWD2PWD2PWD2PWD2PWF&+#E/L]7/YM/6`.)\.J8K&IPG,9RG9<%J M".=)#.=)#.=)>CA/R\Q?`->=?+HZP*G[,-GVX=1#EIRZV6T&I_[L(SN4BSGU MCD5#0@Q#8EGTM2B91W8:)J>`4?)-A6&4J`N,$L5A2(AA2$(6#XGYV],T)&'1 M?1^0N-\Q\^6$/CNK2ZJYNS#T+J>Q63@6U=R9%9FX4EB@5PD+].H,:V*6#('9 MB02N\.N1<[M%B2X(Q^+[(/TUT86$Z?R`4\_M>-+]TU;"W!X6[U!'W[N<_HUW MC)23U:XP4L0P4B_I'H-GPZ+MVV7Z.0N,9T[MX/8-[X$<&&*[TXB'.-Q][*OO MZ\5>(/[SK)[IA8C!LVVCW1NWQ0"Y/G30,$#4+T:#]'#J85QB);/JS5K)+H?C M\W1+9*S0@JN(GH"=[DM$R:]-@M)Z=CLV.+[T3.Q;^K8&%,,TNALRV#;X) M'*-$#*-D6?CUX,*"#0=&B=IB2(AA2!S;'TMR_F8!&)R_3CQV91B[Q:\6-2MG MI\G3+%PH+BPZ=^9YP:8H_!6B*9^DECY%Q,EIJ@7^H.XS,2[K#8+DP3"3> M_A=7R>,`C%].[?!$8]9WP9`^;RF[((R'VK)@$X-Q=2P:5\OP17UR!A@XTL,HD1Z&)(Q++&76?(P1/$ MX`EB\`0Q>((8/$$,GB`&3Q"#)XC!$\3@"6+P!#%X@A@\00R>(`9/$(,GB,$3 MQ.`)8O`$,7B"&#P1LL039O,0>,)6?,T7M1U^XP/+<;Y16X8MHL[WJ\OD+0A, MM#Y,)E4XB!@<1`P.(@8'$8.#B,%!Q.`@8G`0,3B(&!Q$#`XB!@<1@X.(P4'$ MX"!BTO'DIM/LBQ8 M+S1,;<)LFXDK,JS,L"K#Z@QK,JS-L"[#=AG69]B086.&31DV9]A-AMUFV%V& MW6?80X8]9MA3S!*;F"UE,-&H3>Q>,[KY7%B&O9CD'YX@MLDP>(+BX`EB\`0Q M>((8/$$,GB`&3Q"#)XC!$\3@B9`EXV;VH]EQLQO5>-P3\>T M"('Q)(;QM.RY:J"&B:TQQ+ZI,`PQ,0PQ,0RQ97C/3MIBB'V1]A"AAY$D)(^_C\L>$//@( M*"5Y,/OJ(`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`G4B!#ENOX^+_QP1G?"O3OC/ M"CS1?4MGV3;:I[!LJRX[2"5G;$P M;X<.7Y#J?9%=\W7?GE2J.:E^?W;RHJ=SLH#QE M*F*IJ8AE3G5<^.[7&3CQJ90@BA'$I[0CC2HE>F)$[RGMR%\MG@AVU[X*5VO?!RKP?DAVU'X.5VD_!2NWG M9$?MEV"E]FNPLEWT;<.^!RNU/X*5VI\;]ENP4OM[L%Z[^&J[4+N30_O#H?63 MXH.U#V27G5.]Z17#CI?C]2E8?Q^9S[XMIY0W.6)JO@[#<7]<98<;QX-%\V57 M`^%CP-7>9$"]R<#4^^6S\[*S1B*>TIR0J#DAR>;E!?79((8=+RBY43MR\Y1V M1$FE1$F,*#VE'>FJI4NZVL;<-EU]QVZZ]+SLC'3%+=JK4[#CF1.E,:Z^GQ'L MJ"4I8]Q12U)42S@T+TE0+4E0+>Y5BVC5(EJUG`TT#JMB6%4M"C4.A6(H5"V^ MZKC%5]M%VOKJVTNSK]QR*N'UVX)MJ;J^PSH8)ZE:NMS^<4I0*5;%L-H9[=J= M!Y^06.X\<#RJN'<_SESKR07M:H[V1YH3@J7EWP;6\VT^XXJ-8/$*%P#)L4#L8^2RE=WOG$JDJQ*H;5 M7;N[Y<8$T2I%M!BBM^V613;N58I[,=SOVFT.X*[95%`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`XK"1(C06(D2(P$B9$@,1(D M1H+$2)`8"1(C06(D2(P$B9$@,1(D1H+$2)`8"1(C06(D2(P$B9$@,1)4V9*@ MMBE7$I0[;_P>M6/2V7*BT0;M*&58B4F6!B,F8L1$C)B($1,Q8B)&3,2(B1@Q M$2,F8L1$C)B($1,Q8B)&3,2(B1@Q$2,F8L1$C)B($1,Q8E+9$I.V*;>-2=^M MFZ]'G2^[]9-9Y/!EHN.-FB/824FO5VY M$!$3,6(B1DS$B(D8,1$C)F+$1(R8B!$3,6(B1DS$B(D8,1$C)F+$1(R8B!$3 M,6(B1DS$B(D8,:ELB4G;E"LQ>Y6>[>CE/-125"6!B-! M8B1(C`2)D2`Q$B1&@L1(D!@)$B-!8B1(C`2)D2`Q$B1&@L1(D!@)$B-!8B1( MC`2)D2`Q$E39DJ"V7U<2E'>W]WTC;XY)9\N)1GNWH[2<5%Z?S(A)MHOH$!,Q M8B)&3,2(B1@Q$2,F8L1$C)B($1,Q8B)&3,2(B1@Q$2,F8L1$C)B($1,Q8B)& M3,2(265+3-I^W38F?2-OCLE@\]<])'S^D<'^,BP`0%$.28DA4#,F*(6$Q M)"V&Q,60O!@2&$,28TAD#,F,(:$Q)#6&Q,:0W!@2'$.28TAT#,F.(>$Q)#T3 M7.+3]O&V\>D;?'-\W_M'58/-NW?JS]J].Q[`2H;IA^'!W M3(3$B)`8$1(C0F)$2(P(B1$A,2(D1H3$B)`8$1(C0F)$2(P(B1$A,2(D1H3$ MB)`8$1(C0F)$J+(Y0I=?;>H^_,.RJ3O8O(B^:%/W&';$Q.S-R>SMAKW;L/<; M]F'#/F[8IPW[O&%?-NSKAGW;L.\;]F/#?F[8;QOV^X;]L6%_;MA?&_;WAOTS MLR4F;2.OG&ERK^72=_BF"U*P>1&]?L/UJU,95X(R&I9OM"4IAD3%D*P8$A9# MTF)(7`S)BR&!,20QAD3&D,P8$AI#4F-(;`S)C2'!,20YAD3'D.P8$AY#TC/! M)3YM%V\;G[Z]-\=GL"4^VM)M7[O>+F0E*:]/&TA\/)+X&!(?0^)C2'P,B8\A M\3$D/H;$QY#X&!(?0^)C2'P,B8\A\3$D/H;$QY#X&!(?0^)C2'PFN,2G[>YM MX].W_>;X#+;$1UN]_-[@)CZ&Q,>0^!@2'T/B8TA\#(F/(?$Q)#Z&Q,>0^!@2 M'T/B8TA\#(F/(?$Q)#Z&Q,>0^!@2'T/B8TA\)KC$IVWO;>,S]OWJW[-?!JN_ MB&3&B4;C"(H8.1$C)F*D1(R0B)$1,2(B1D+$"(@8^1`C'F*D0XQPB)$-,:(A M1C+$"(88N1`C%F*D0HQ05+9DHFWE;3/1]_CF4TKN^]45MC[1?!##@Q@>Q/`@A@VF;4 MUD/?I9H]=#;_]>5%[X9=QK!)S6C7OFXF`6WALC5+,@]!AZSZ)?-$7Z, MBUDP/L%%>=L\*LH?-AE/+YZU/W#XO__^/__M?_WK/S#4OH7V8??O?YPN?;=I MCL)@7)%C5H[)L2TUB>_L]K@E0[(8CL50K'XHUCATBF%3#)GJA\P<=[S*EYOE MXZ^XS&'Q=%$IADE-@4F-PYH8TBJ;G)UO?K&KU_]AWM4+-GT'\>5FW=7+8>6/ MI(/QH[7Q--]LV-L->Q>L?*?Q^V"EWX<-^[AAGX*5?I^#E7Y?-NSKAGT+5OI] M#U;Z_=BPGS-;U+1MDG(XQ6%SOAG[)T?R_Q5LVI>_W*P?C\QAY4!*5D^@M^M7 M%&.KS\H7.[5OS;OE.SG_VW_]?WRE];^-QX6[/J)\YRCNQ'`WV-4)T9D3'@?0 M\].RN8-AS8!A,0P_95:D/V56J$*#%$9>V5PPYW.2RFP)W:X4X,=UE[90ITYK"8`IUJATXQ=&9M M.Z#\&B$W1T1WY-9.B]RV0["5.[8.)KF=U6^M.]\,-ID9:G$G MACOU0Y08HE2+*#%$J18K8EA1+5;$L*):/(CAH=8N'MH2?.NAK\WKS20WM0Q^ M^/C<$;3+^E6*'&1CV*2FLW&Y>_[\V7(7SD&6(R)`B%(G1(DA*FN/!Z9K&^YR M6$R!.[7#G1CNLO;*%.C,83$%.M4.G6+HS-J'+]+5:X3<'!'=D5L[+7+;NGXK MMR_X9[F=S5>RP2:3G96K%N[$<*=:W(GA3K6($D.4:A$EABC58D4,*ZK%BAA6 M5(L',3S4VL5#6]=O/;1_6%<%G2U7LN6:Q$$VADUJ!AL_%WY^MBRH$94C(D"( M4B=$B2$J:Z\<`;C+83$%[M0.=V*XR]HK4Z`SA\44Z%0[=(JA,VO;07;6:X3< M'!'=D5L[+7+;$GXK=ZSMIRM99_.5;+#)Y&#'50MW8KA3+>[$<*=:1(DA2K6( M$D.4:K$BAA758D4,*ZK%@Q@>:NWBH:W*P\/I/K=%SC=]N3Z?[#I;UG?K#EF4 MEB78ZV"Q<#L_6VXR$=6;ES,DHL:$AV1$B2$J:Z\<`;C+89%1W*D=[L1PE[57 MID!G#HLIT*EVZ!1#9]8^K+_T&B$W1T1WY-9.L]Q3W5>IQNLI.#=AKT/5OI]V+"/P4J_3QOV.5CI]V7#O@8K_;YMV/=@ MI=^/#?L9K/=;/+1E\^X@._7U]'20#39?R4[+5O*K/EL. M343EB`@0H@8[.B%*#%%9>^4(P%T.BREPIW:X$\-=UEZ9`ITY+*9`I]JA4PR= M6;M_C9";(Z([SZ4IV&NQX_3G(!JM7,C/^GIZ]M#9="5[?EEN M_#C(QK!)36><#UJ`3B=O?(RJ%.M8@20Y1J$26&*-5B10PKJL6*&%94BP]QR@'A'4]JA"V4*;.:PF`*;:H=-,6QF[<,QMKY$J,T!T1RUM=&BMJW$B]K'WC@] MG_K2?5;>V7Q]&VSRVQG?KQV/C4-/#*6=\278,0ZEZH=2U>)/#'_JAS_UPY]J MD26&+/5#EOHA2[7X$<-/[;?X:8OIXB??B>-'BK4=,MAT?;NX/>#SF&A!5,C;+C1(PIM<=4MK]R9"`OA\44R-,4R-,4R,O: M*U/@,X?%%/C4%/C4%/C,VE^\2.C-(=$>O;7]HK>MT8O>QP^_OJB?#[_.YBO? M8-/AUQD_UA&/C<-/#*F=\9UM,0ZIZH=4U6)0#(/JAT'UPZ!JT26&+O5#E_JA M2[7X$<-/[;?X:_;0V?P9A=/RL0L.OS'L.`MR^'56WK-'C1AJ MQ%"C?JC1.-2(H48,->J'&HU#C1AJQ%"C?JC1.-2(H::R6W?4G?N" M?#KJ!IO.?L$FC[V6!QF/`6EB2.NL/&FDB2%-M7@2PY-J\22&)]4B10PIJD6* M&%)4BPYV,VZ`L MU5N2V!JEQ_8(MM0.6V+8RMIVZ7Y^HVU6Y.60"`CRU`IY8LC+VBO/`)\Y+*;` MI]KA4PR?6?N+9X#>'!+M?R9[.!06O6WE7?0^>O-Q[DOU67MGT[W_&%=^^1C' M?=QT[V^&T#YNNO=W/X2J'P;%,*A^&.RL/#X,JA9=8NA2/W2I'[I4BQ\Q_-1^ MBY^V(B]^\N;CW)?JLX>Q?.=>,X^AR_J1-0Z_,6PZ,W;6?J@D2W>'7PZ+=&%K ML'K_[RFPE;4MO)?[W>&70Z(]\M0>>9V5\S/RLO;*,\!G#HLI\*DI\*DI\)FU MOW@&Z,TAT1Z]M?VBMZW*B]['#[^^C)^U=S9?_0:;''VMI[ZZ$ORF&_0S6^RU^VJI\=_#=]N7Z=/`--E_ASOKP2`R;U/1VC]W[CU*&1;JP-4KK MO;^GP%9.T;)[=UG?.L==CHCNN%-WW'56+M&?@UU_`NC4%.C4%.C4%.C,VOT3 M0&Z.B">`W-I]D=O6Z47NXP=?7]C/TCN;KGS\!;?N80:;[OS-T-EKISM_]T-G M'U?Z(5`,@>J'P,YF@:K%EABVU`];ZH)'##^UW^*GK7[??$YG!##0ZU=/+1%^-9# M7YW/'L:*':WE_*>?2XS&$Q!2[5#I=BN,S:S:-':_YSM$9K;;-H M;7:A$FAC#58DD,2ZK%DAB6 M5(L2,92H%B5B*%$M'L3P4&L7#VWYO?70U^6SA[%6IUT>(Y>SWL3FN/(UK+/K M5QELY;`PC2VUPY88MK*V!?2Y+I.XRQ'1'7?JA#LQW&7M\=QU?D!G#HLIT*EV MZ!1#9];NGP!RGZ5W-E_;!IL.OL[*;3DZQ=#9 MV7R;KW[H5"T"Q1"H?@A4/P2J%EMBV%(_;*D?ME2+'S'\U'ZSG^?+'DC>0#[\ MP[+7$:Q]#UE!%1]3;9<5O_+MG1_7VR MWOW%S7I_^J&,B.X?DQW=/R4[NG].5D\ZFP,OGO;QF;&O67I,\2W9,<7W9/T) MW%_6+?`?940\@9_)'KHO8MO2.PZ\]@[/OV/LRK$R*W3YP MMMM9V>W!IQ@^.RN[1_A4/WRJ%H-B&%0_#*H?!E7[9)U=WQS"5@X+T]@:K.YN>0IL M96V[:MP]6^YV49<#HCGJU!QUG4U[(S&.5S+/.;N#3U-@4U-@4U-@,VNWCQ^U M.2`>/VIK\T5M6[!OU?:5_*RVL^GB]GRPR6-GT\)MC"L,::KE$!-#FOKA20Q/ MJL63&(>8:CG$Q)"B6J2((46U>!##0ZU=/+2U]=9#7W3/'CIKZ_',V>6L=Z^? MCV&3FL'&W]$_6VY'.;AR0.0'3VJ$)S$\9>WQN)1_U.6PF`)U:HT0.Z\O$6IS0#1';6VTJ&W+]:W:OHZ?U78V+=Z>#S9Y M'*PNWF+)(#$>JQ8H85E2+%3&LJ!8/8GBH MM8N'MK[>>N@+[]E#9\MU;`D:MXICV*1F,!*1ET!=:K"5PR)%V%([;(EA*VM; M1E^=.N%.#'=9>^4)H#.'Q13H5#MTBJ$S:_=/`+DY(KHCMW9: MY+;%>9'[^$*MK^9GZ9W-5[C!)L.=S>LT,71V-J_3U`^=JD6@&`+5#X'JAT#5 M8DL,6^J'+?7#EFKQ(X:?VF_VTWY$J?K)==K#/RP[)(.U8SF/H,NM/H40PZJ: MP1Z^K?>__Y?_T[=)_#V@,6S\D>+ST_I'BF_/,:0NVSSC^QS'U3T?K+YY]$,, M:[^6V")_.MV=GBVWQ1]CT-TQYZ=@9#\.A,_!KC_++SFL/TM?*+_FB&/";\'* MA-^#79_P1PS+)_F<4]/R)'_&H/XDEY2TA?Y_YBA^T7<&IJ-X,-(3+]BK<[#C M17P=C)_2B'%ODAUO4!"$/D?9O7D7K+Q&!&&,._IA?3P^?OPP)L&R&F*YL](0 MRVJ(TL&.!XA$]4.B^B%1_3#66?MUQGB`&*H-%T-MO7[-T.__\;\YFH]/-[SH M"_S94&?+\:U/-XS2(A)I61H/%VEB2!-#FAC2Q)`FAC,QG(GA3`QG8C@3PYD8 MSL1P)H8RL=\V[/<-^V/#_MRPOS;L[PW[9V9+?-HV0XG/<1GH^P]S3#KCXS7A MF@-9C$R(D0DQ,B%&)L3(A!B9$",38F1"C$R(D0DQ,B%&)L3(A!B9$",3E2T> MVI[`UD/?+)@]#':^0')NJX..;P M=10'1)AF0=@Q\'B$EYOEQ([$8UPTQ*(A&C4+&H^!=9;E8QBH/<;%++@U1*YF M0>XQ\)B%KWV=OR\>X<>XF`7C$UR4MYV"HOS1EE6N9AJP]C7^YAE<=?AR]OXR%/W9$GAKRG MS(C/G/$X@K3=A&+-@&(Q%#]E5JP_95:"H!D(@AA!>,JL9"-G_<6K2U1J]R4J M;7MB&Y6^;S%'I;.R^"`7@TVYT#A"T%G9G,6Z:K$NAG7U0['ZX5.U^!3#I_HA M3_TPI5I,B6%*_="B?GBHM;.'EW4OJ)Y-'_YAV0L:;-Z(]4],Q+"J)EC?<7E^ M7C\-\N9\C(CS[=MD1Z=W&_8^&5>-O!O3A#(LI/B8[IOBT89^379WB2QD6 M4WQ-=DSQ;<.^)_O5:_2CC(CN/Y,]=%_DMKV#W4'V M^>L<=[Q]B+O>CX^FQN/"W6!'+>[$<*=:1(DA2K6($D.4:K$BAA758D4,*ZK% M@Q@>:NWBH6T(;#WTG8+I9/[Q"5 M(XJH,>'1"5%BB,K:XX'M#K(<%E/@3NUP)X:[K+TR!3IS6$R!3K5#IQ@ZL[9= MMOP:(3='1'?DUDZ+W+:RW\KM2_Y9;F?3E>SE8,?KC\G.RE4+=V(<9*K%G1CN M5,M!)H8HU2)*#%&JQ8H85E2+%3&LJ!8/8GBHM8N'MK+?>AA+_NEDU]ER)=/[ M]B_'L$G-8/TL?7M9?[8,43DB`H0H=4*4&**R]LH1@+L<%E/@3NUP)X:[K+TR M!3IS6$R!3K5#IQ@ZL[8=9'Z-D)LCHCMR:Z=%;EO$;^6.U?TDM[/Y2C;89'*P MXZJ%.S'.`-SE ML)@"=VJ'.S'<9>V5*="9PV(*=*H=.L70F;7[UPBY.2*Z([=V6N2VE?U6;E_R MSW([FZ]D@TTF.\-D/`8.,C'VK)YZZ&O MIV$I:Z\?8SDLID"= MVJ%.#'59>V4*;.:PF`*;:H=-,6QF;;N0Z25";0Z(YJBMC1:U;25>U#[ZUBF? M,?.AU]ET?1OCIC_&&XS3>3PVE/;:PE#:&:>[&(?2,<>1%Y2JED-/#'_JAS_U MPY]JD26&+/5#EOHA2[7X$<-/[;?X:8OIXB??)KWKJ^SYT.MLNKYM?F)BE)8S MV^OS8)P$6J[:APR7!1ZF>G>&A!5,#7:LVS$U'L5D*FNO'!G(RV$Q!?(T!?(T M!?*R]LH4^,QA,04^-04^-04^L_87+Q)Z^P0X)..Z,)4L\-J2*(;6SZ:_0!RN9X?!3+0;%,*A^&.RL],.@:M$EAB[U M0Y?ZH4NU^!'#3^VW^&G+[.+G./SZ^GOVT-G\*07_Q,3=&':6]5=.7Y+.: ML4SG?WF#?3DM?P[)39`RF%Q<&%+[;`EAJVL;><5?A%J75T@ M+X=$>^2I%?+$D)>UQY/7.S[XS&$Q!3[5#I]B^,S:7SP#].:0:(_>VFK1V];> M6[U]43[K[6P^`PXVN>QLOO<70YQJ$2>&.-5B2@Q3JL64&*94BQ8QM*@6+6)H M42T>Q/!0:QV]]=`7Y;.'L5#G@E<.L^4#?AQF=3T_?F8B&`=\EBJD'&:C M]-@BP9;:84L,6UG[>XOXSB&1$B1IU;($T->MK_R#/"9PV(*?*H=/L7P MF;6_>`;HS2'1'KVUU:SW?MD_>?0&Y*%@67H/-MW_!ZN'WV#E7O_-V>QML.G^ MW_W>Q[C2[\.&?0Q6^GT*5M8GGX.5?E\V[&NPTN];L-+O>[#2[\>&_0S6^RU^ MVJI\=_C=]^7Z=/@-MMS_Z\LX8MBDIK=KFP#7#K]1.JT!@M4U@*?`5D[1POOR M='EV=U/^6\X2F,SQD61,#G;,AJ'&HU#C1AJ*EO4M/7V5DU?B,]J.EO.F?H(R?T8-ATUG3VV M,ABEY:836VJ'+3%LY10/)YF[9R\N];]E`8/)'!\'*";5%Y-BF,S:Z^?,'!93 M(%?MD"N&W*Q]RM-!?(Z/N1!?^R[BVT)^*[ZO\&?QGQA+ M?+3FI7KSXQ3\D7?;=R[W5Z_/P?BG+-VL&8YAD2)LJ1VVQ+`U6']+XG2S?DP, M=SDBNN-.G7`GAKNLO?($T)G#8@ITJATZQ="9M>V0\Q-`;HZ([LBMG1:Y; MY#Y^8](7^;/TSN85PV#3P==9N8/FX!-#9V?ECAR=ZH=.U2)0#('JAT#U0Z!J ML26&+?7#EOIA2[7X$<-/[;?X:6OYXN>X,>F+_-G#6/C3+H^@BW^6IL!6UK;L\B'?FWKQN_CJE^,CR9C47)C47)C,VN.5 MT+D$N3DLID"NID"NID!NUC[EZ2`^Q\=+;*K^(?_S`[-L"J'3O5#IVIQ)X8[]<.=^N%.M?@1 MPT_M-_NY[+9:EA^N>!BS[*X,-B\>_,,5,>RXV7]]'JPL"MYLV-L->Q>L+$;> M!RO]/FS8QPW[%*ST^QRL]/NR85\W[%NPTN][L-+OQX;]G-EBJ2W)RU&4I\]+ M7ZM/1\M@\^+AK#_RB&'U`!J,V\IV,GAQO]Y8(*I/6&X\$=5961PC2@Q167OE M;(:['!9G&-RI'>[$<)>U5Z9`9PZ+*="I=N@40V?6[E\CY.:(Z([!##0ZU=/+3%^]9#7]7/'L9*?UH@G)>/)[PZ\Z5#6B`$XVXV;V]T4>?S8S&$Q!3;5#IMB MV,S:[>-';0Z(YJBMC1:U;7F^5=O7[;/:SJ9E`-^_8(^#'8*0)L8AIEJDB2%- MM7@2PY-J\22&)]4B10PIJD6*&%)4BP=EP')_ MS2%6E_QC&3`89[\K$<56+RTG26RI';;$L)6U+:+^_2+)'##^UW^*G+<^+G^,FLJ_;9P^#-=]YE;J8G=7>2H M.MZRP=1@QU*!`T_=,96U#[F]^#M1CQ&16[RI.][4'6_9_7C:NCBC,H?%%*C4 M%*C4%*C,VO8$+G?K)XH1FR.B.V)K]T5L6WX7L8\?>'V]/@L?#.$Q*78[G.UV M-NU^C7&%X;./FW:_W`^?ZL>1)X9!]<-@9^7Q85"UZ!)#E_JA2_W0I5H$B2&H M]EL$M?5W$70<>7UA/HOH;%F^Z?WRRQ@VG10[>VSW:Y1.NU_!ZNZ7I\!63M'" MJS]90ET.B!BA;K"C.>HZFT^:67O]X,MA,04V-04V-04VLW;[^%&;`Z(Y:FOS M2>WMS;)_$FK[/\R;)L'JQ2U9\1BLW)>\V;"WP[#2[\>&_0S6^RT>VOIZA"7PV(*Q*D= MXL00E[57IL!E#HLI<*EVN!3#9=9N7B"TYC]':[36-HO6MES?:NWK^%EK9W7A M=GLSV/'BOTY6%FX;ACC5(DX,<8,=_;`DAB758DD,2ZI%B1A*5(L2,92H%@]B M>*BUBX>VMMYZZ(ONV4-GRQ5L_?3"[)(#$>JQ9$8CE2+!S$\U-K%0UMWAX?RJ^*W-WU!/GOH;+F^K3]J$:7E M[IESXRAE&9G+/EV$L)7#(D78&NPPC2TQ;&5M2^SYM'[_!NYR1'3'G3KA3@QW M67OE":`SA\44Z%0[=(JA,VOW3P"Y.2*Z([=V6N2V17N1^]@"[O:FK_)GZ9W- M5[_!#B48[JRLU=`IAL[.ZOHM6$D,.E6+0#$$JA\".RO]$*A:;(EA2_VPI7[8 M4BU^Q/!3^RU^VMJ[^#EN\ONB?/;0V7SUTX]:W-Z,89.:SMJ??N7!Y^\>C5+6 M;RU_+T[W\_5EV:/!Y&A[++\X,#4])I\R/7+'L#[]W4M]@0ZN-2.N-2.NGS(C M^J<9'[N>$@U-3S0T/=%XRO2DI0_+7[NXY15?[F:(3YUSB4_;&2CQ>?SP[EL) M^O"5I^[.+VIF\(S((&*[]BD.,. MQOE7XQ`DAB`Q!(DA2`Q!8@@20Y`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`B:C6JN[G@93;:>N6Z:@\;7%>-UGML1>A%PQ%%(_12'Z&7XPB] M:(3>UT:A9T6CH;=+G4'HC3;<_IN-5JR$WAXVZ/56:QYOS4?_V_`RNOY(R^WX M[A9`6DJ]I*5HI.5V[L<-9ORN,3FZ'=!53H[Z%8URE`6$YJA=60QRU&C#RZ#5 M!@EIM?NS'8(N&D&7:M][%G,_K.NES:Q6MQ5MUVG?_HA][[#N(PZ=9L^"IYEOF1$^P#A!_1NAM??=,$GK1"+W1>N<29]&(LW_NR`B9;VF< MS41L<-^?MI.SP8`Z'__6[JP[[-Y\0F]/[=]*Y9G`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`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`.TDYY!_YH MM?O8A#_*N?BCG$L>BD8>2GT$7>HCSOZYHS@SY=(XF[G8,,Y&N]\_1F,`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`0 MJ=D2TAYVKYF$-%I7LR3D.W6/$I(ILB:DF3L/$])J_:N:_<./)'UHH[HSA>S5 M_7'%\5.7?-/,/>_--'/X,8WVJ>GS_U$>DCTW/-\2UNN7>Y)'K<@$K]>*^T*)H>*)H>*)H>*)H>*)H>*)H>**OC>+,#$7C;*8NPSA;;7#!%XTXBT:<12/. MHA%GT8BS:,19-.+L:Z,X,Y/IQ?G=X9XOTBK#?:?=;\#TAZMJ4G)[;#NMD%*BD9*BD9*BD9*BD9*^MHH)9D<_:F4M+.I_EX97R;UD:9[ M^*2D:*2DT?*#LKV4C.[EI.1V6"\E12,EY2-(R>VX_D>,YD=DZ798]Q%DJ:^- MLI3I5"]+]_&BG9T-LM%HPYVAY]%DCP2UA]VO(Q+4:ERJMP3)SE!W&-UZ.VS^ M:91';&2U?;J/B1]?34D:2T-(HYTZ_M8UTM@>UGP)VL-?1K,\\#$Q'.:4 M;Q;SG'Z`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`BDE9^H%IN[+T`U-=8\\YCWUK93FO>0>U^/HY_D'MHV,Y5J9^+4R>4Q;>&_7SGM*/_#D3%GZ@:=2RM(//+TQ M]IQ^X(&(L5R;O*6J;)K8V6"W\V9II]\_)[.TLUD.EWZ8I9U\?8;5.4];FB7S M^#S.\G-RBK<^1G&?I&O<7>D8[9?81]WSU\E/?_6ZJ,JBY,/U>#[`/OFO\Y_^ M^I6Q#]>J9^DU[3/SO)6?&LJF7G!G+YEYR9BP[ M>LF9L;S^1>R\&R77/"\)4*?>[_+@FQCTGI9'V3E/[PD\L4BN[1H@9\]AZG?> MR^$:;/9OQOXMW!&CLIB9>4+9(S"LL9+PG,\(0R M4$87S-(/5B=ASQ*[L;R<9 MR^O(R9DQTI5[C^:3=.7>HXQTY=ZCC'3EWJ.,=.7>HXQTY=ZCC+!S[U'&O^'D M7J#QY;7RQ&"Q\P],N1"8&9?G'"6)0EG^@H!^4Y;\F\*`RPLX] M1!FGQ//\IU*-G5-R'U1&NAZ3,\LGZ7I,SHR1KL?DS!CI>DS.C)&NQ^3,&.EZ M3,Z,D:['Y,P883\F=F.$]I#8S4LT?YJVV#V2CYKF/&/4F7NDYI-TY1ZIC,_+ M/5(9ZG*/5(9,>0>J6PQ8Z[\\35\U2]\M\L#Y^E\F'^H?N`\ M99PW";/9)VQ*?'R[5/T\_L%[FL\SQN=-?^(_MHWQ#]K3?)XQ?FED3O_Y&H*? M-J+_>$6LMF491F&,7TUYHO^4\?L[3\2GC%]1>:+_E/%K*D_TGS)^5>6)O"CC MUU6>\+PRPGY*[!8#8<\3N\U1"'N>V(T1]CSQ&2.T>>(S1FCSQ&>,T.:)P1C- MSW7+#__5/J+YT\1@JQ::/TT,QH@A'E1&\W,O4$;SIXG!ZB2&:6(P1O-S#U%& M\Q\2@\5'\Q\2@S%B>$@,QFC^0V(P1O,?$H,Q8GA(#,;X$-HWIH??,UY[L'))V+GUSUKG4M^W)38E?%YGXA=67YQ-6VQ.O/+J\2N M++_`2NS*:'[63LIH2SS/+SW7&*@S]QYEA)WQ5O-)V!EOE?%Y&6^5D9*,M\IH M8L9;9:0DXZTR8LAXJXQT9;Q5=IX]/'-/?K`YV"6,PMA;&(6Q]S`*8]?[KCLXR7K(VST&+\8H[K, M]34O5#=+G98SZIRE3F/8;Q8/&L-^LWC0&!Z;NU'=)'4:H\Y) MZC2&'2;QA#'LD#F[M@4[9,ZN#$]D7JX,.V1>K@P[9%ZN#$]DK:;L.GUY20RV M7J'YD\1@\='\[#,H(X;L)2BC^=E+4$;SLY>@C!BROZ0,^V5_21GVF\2#%@,> MG,2#Q@[)"W5:7HYAU&GL%$:=QLYA>-#8)0P/&GL+PX/&J)/Q;_IB]RSJ9/QS M1IV,<<[P!&.L+,+8+PQ/&:#YCSK3Y M[I;17)$8&',\/F)@S'%&#(PKSHB!<<49,3"N.",&QGYG>)"QWQD>9.QWA@<9 MWYU1'6.`YX7J&`.<42=C@#/LQYS!&?9CSN`,#S)G<$9UC`%3?=9,=8P!SJB3 M,<`9=F`,=X8=&,.]+=B!,=P9GF`,=X8=&,.=80?&<&=X@C'<&QE1G]!%CJK.W*>]0O$_UO9-K&(6M?6DG>P(4MDX-HX^,T0_L\SDCGP_Q MO)VW2UOVWI9#&(6U\QA&8>P4]NKL'$9AYUW"*(Q1YU/JM/T)JGM*G<:H[BEU M&J./GM)'QNB>I_21L47:26'M7(91&%N%K9UMPBCLO&T8A3%BF"<&VY.C^?/$ M8(SFLZ?J\=%\]E2=$0/[ILYH/ONFSF@^^Z;.\"![H\ZP'WNCSK#?4SQH?42= M[%5Z[%3'?H\SJING3LL9'IS'@\:PWSP>-(;]YO&@,;HGXY&_)S#EG3#R:7N5 MQ)&'=AK]G9B!_::G>$)]IJ=T7SVW9QA!_::G1%:QB/- M"]V3\4@9L6<\4D9*,AXIHWLR'BDC9QF/E)VGO,]`G79OO811I[&W,.HT=@VC MCXS1/1G_M"UT3\8_9?11QC]E=$_&/V5T3\8_97@PXY\R8L@:R-]C27S$8/$M MPXC!V"J,&(QMPHC!V#:,&(SMPHC!V"$,#QH[AN%!8Z

#!K6&5X,&M897@P:UAEBS`*6Q?31UGC*:./LL931A]EC:>,/LH: M3QE]E#6>,O*2>[*^PT-*<86B8'"QB.Z-?=Y9<27^[PRPLY]7AG=FON\ M,O*2<5H9Z,SRR==QW-M9UAL M&I_9>=3YD#KM.1[593ZOC.H>4J>=AU\>X@ECV"'K`&78@6>TWD[LP#-:9WB" M9[3.L`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`N/;QE&8;&OPM;.-F$4=MXVC,+8+FSO[!!&8><=PRB,G<)>G5%=YLF: M%ZK+/%D9=69=I0S[Y?ZI#/ME7:4,#V9=I8SJ,D_FMU#M/@&C3F/4F76.,NR0 M=8XR[)!UCK8%.V2=HPQ/9)VC##MDG:,,.V2=HPQ/9)VCC.9G7LZO.->\T/QY M8K"\T/S,RY410^;ERFA^YN7*:'[FYLJ9=@OZRIEV"_K*F5X,.LJ9527 M>;+FA>HR3U9&G5E7*<-^65=H6[!#UCG*\$36.&_3+V*\.#&=^5'9(7 M"LO+,8S"V"GLU=DYC,+.NX11&'L+>W=&=1D#]+L6J"YC@#+JS!B@##MD#%>V M2%LHK)W+,`ICJ["ULTT8A9VW#:,PM@O;.Z/Y&7/\NW\2'S'8&H'F9\Q11@P9 M\U!&6[*N4D:=>6ZO;>&C M\MZ%,NR0]RZ4T9:\=Z&,)N:]"V78(>]=*#M-^2XLZK3GZ.>]"&5V>]RZ48;^\=Z&,&/+<7K_OBABR M/Z%LD?B(P>);AA&#L548,1C;A!&#L6T8,1C;A>%!8X

S#Z1,CR8]RZ4T3T9C_3_:,EUQHZI[2$17\8` M9;0S8[\R_)(Q7!F>R'L>VDX\D?<\E-'.O.>AC.9GWTT9GLA['LH(+>.1YH7N MR7BDC-@S'BDC)1F/E-$]&8^4D;.,1\JH+FL2_3]AJLN:1!EU9DVB[!I&X6M* MVK+PMM`]&?^TG?11QC]E=$_&/V5T3\8_97@PXY\RFI\UD/Y?,LW/&DCCH_E9 M`RDCAJR!E-'\K(&4T?RL@9010]9`RK!?UK#*L%_6L,KP8-:PRJ@N:Q+-"]5E M3:*,.K,F48;]LH95AOVRAE6&![.&5;8(H[#]0;HG:SQE]%'6>,KHGJSQE-$] M6>,IHX^RQE-VFO*_ZJ_3B;V;=@ZC,'8)HS#V%O;N[!I&8>>MII.,?Q-?D\`. MSH@A\Q<]C[9D'O(UEO_YT?_EYI0\"U&V2`P4%L,RC,(8\>4^KXRPKRG$09U>4YB3+Z*/^SI8RNR[,L95@L MSZN446?^!T>_:X#J,I]71G7YGRUE^"7_LZ4,.V0=H`P[Y'F5MA,[Y'F5,CR1 M_]E2AAWR+$L9=LBS+&7$D+63_N\_S<_:21G-GR4&_Y\M&#$8(X;\SY8RFI_U MF#*:G__94H:O\S];RK!?UG'*L%_^9TL9=6:MIK%37=9JRJ@N:S5E>#!K-678 M+VLU9=@O:S5EIRG?ZTN=-B\_AU&GL4L8=1I["\,3QJYA>,(8=LA:3=N)';)6 M4X8GLE93AAVR5E.&';)64T8,&5?\.Q'"",3N9XO$1PP6WS*,&(RMPHC!V":, M&(QMPXC!V"X,#QH[A.%!8\

T@'4_NS%&//3M1CA5W=7MO M:??!['H[&DZ3!BS12O.+26U%W5NZ?AM$O6N_&1VL5#-)\YG(J: MSX^-%LODS2,TD>^\S#&TAT=YYQ86_,*[A;6K9%1Y%(+52K#&NRE:3&H4AD*G MQ65,47>/+<*Z%/?V4K9:YKUF-H=*6S4/=J^^<"B:&26C*A0TR__D+AEF=;#[ MP(V((GM0S\W&G)LY%*_&'H4^S1D5#@E5-GR$*BY8,VI$+"E$S\/&G(@RGO9T./I\"[95>O@X4,W'BD# MUR1$RL`U.)F$%L79U-BB2$3.J/`HB"@951Z%!JD9-1XI0DPNH0BQ*4:\TYCU MV:32J'RWWG(J[;WB57DZ2G*N/'CYMBX<#+G-8D[E[:WW'F-AO?M*CR:I=U?^#@A!RL]"J.]\NCFT^KT M:>,EOC_)=:7QD=KGR18RN8LZH8%0RJAC5C!J!I&J3%27KU'S2'E;_4+=-I.(=V;SHF=[&>ALM54G^ MD06OH+LKZ%'!7B6CBE'-J!%(ZC8I2Z+[YA`W_LGB95$B.MD%,[-MVZ;Q"G-& M!:.24<6H9M0()$4KJ==-T9Q[(7U6>CIY,+E.*4BRD0]S3 M\_3E,7@%T5U!CPKV*AE5C&I&C4!2M,RY?.(]X=S*HR2W(G$A!?-2\JBH9X7" M2H55"JL5UD@F-$[UW*K%%>Q5,JH8 MU8P:@:1NF3%U'`7QE#(5[%4RJAC5C!J!I&PE/WI'-F=(TR[1B4=T^N83 MO(+LKJ!'!7N5C"I&-:-&("E;R9#>6XHY23(O/?0.,$_??8*7%YDS*AB5C"I& M-2-S8=O5"T^TNNT%;'OC]K`[/^^RW>OKI;<]?3UB$5HL<(+687OS>SV=X^IW M>]Q+EGM_*9PL0UC:8QFRF(OD[6ULLHQA:;=LLDQ@:?<"LDQA:;\&D64&2WLJ MFUHF*(.W(S0)65`&KQ":!6V`/%NSH`V0C&J6!2SM\1L]9PE+>S:86A!,C35& M"1P[:4]!2^,81[.@I7'0H5G0TC@-T"QH:;PQLP7'GBMS#L@6'':B;IH%?S/P M27T**J;6"]52_4VEE"=_FJX^88ASE=9F5&@<_:MV+WI7[5Q(6ZO2<#*]RE0+ M3J-7YO25:X53Z)4Y@V4+#J-7I6K!F?3*G,ARF?5XAKIIM:`& MF@6?/E`#S8(O(.AXS8(/'>@OS;(>3U`WK0C0+;AI"CV998U!I M8PI7>Z%&Z]%LA-F#RZ:L$]=644:SX,8HRFASI(+%W.Y$M$&WX^*/RMXVS[M_ M;L[/^^.E][I[0@*$3WG(P,_V[\_L/Z[VAE?O\^F*/R?#00/^*`E_)[C#A;.A M>2UX.IVN_A_F`=U?'C[\'P``__\#`%!+`P04``8`"````"$`'Y1)MGXI``#S MR@``&0```'AL+W=OSIN\G8OZ# M0O>'8F]<.FR?<-=>U=TQ,7%FYIJ6:4MA252(].?O_/MY44!6(O$F24D7)/5D M(@%D84F@%OSTG__^_.G-O^Z_/7Y\^/+SV]7%Y=LW]U_>/_S^\/3W=??K_[]/#E_N>W_WW_^/8_?_F?_^.G?QZ^_?7XX?[^Z0TL?'G\ M^>V'IZ>O^W?O'M]_N/]\]WCQ\/7^"R1_/'S[?/>$_W[[\]WCUV_W=[_/B3Y_ M>K>^O+QZ]_GNXY>WT<+^V_?8>/CCCX_O[^N']W]_OO_R%(U\N_]T]X3R/W[X M^/51K'U^_SWF/M]]^^OOK__Q_N'S5YCX[>.GCT__/1M]^^;S^_WPYY>';W>_ M?4*]_[W:WKT7V_-_R/SGC^^_/3P^_/%T`7/O8D&YSK?O;M_!TB\__?X1-0AN M?_/M_H^?W_ZZVI]7V\W;=[_\-'OH_WZ\_^'?[IO'W\_?OQR#W?C M0H5+\-O#PU]!=?@]("1^1ZG;^1+\KV]O?K__X^[O3T__^^&?_O[CGQ^><+UW M(U5LE6M+).5O!;K%Q=[*XO-S]B9).,X+=CY(7$ZY>+BXK-E<9O2;#+*OU"5E;B>G5YN[E^.$/*>9W7LB5-)KP1TK[\J5\%WO.W./JNZ>[ M7W[Z]O#/&XQCJ/#CU[LP*J[VP5KJ:ZDU++T/H\#[H/YKT(H[7PBQ1$:F)-$1:(AV1GLA`9"0R$3D2.1$Y MY\1X!A&6YYF`K6F)#$1&(A.1(Y$3D7-.C&<0-7N> M"=AZ)I$;[6!$:B(-D99(1Z0G,A`9B4Q$CD1.1,XY,9X)JX/<-2G@O0C+D:H9S0P&AE- MC(Z,3HS.!EF?AC`XZXBO^C2%S?,6PAS\'\*"(K@Y]RFA.FG=7LWKCO7EJHB( M&U50=T8S2".HX\QZ31A6-+!V29P4@6Q?#;(NCI$ MRYFK9[B]5E]J^X6J.H:]:3(,WZ*.C%K$^B ME2IZN7TQZ[.HSUG;:Q=B[V[*1)RV]]G78ZX`[KW9S\[W&AI]-TZB"7((V(01=@CI& MO28,'?YF&)T=G8 ML@X,,;S72%-LGS?2B&Y-([VZM`VN6D4MT\$3@E>7UNV,Q$DK#5"WQ9Y'*X9U M,.P$:4ON!;V8UR!:*:_KFXMB"AY%0W.;!&EN1T$OYG82K93;%396K=/.HN&, MMF'9D%V?5QMX7&9@5)+6?$`T$EHSKIN@*B%SD:+6M=:N25K7ZH,VH1L=$SNV MU4M"M34(4ELCVYK8UE$2JJV3(+5U-K9L`P^KBY<<^%\/7S$@:*0<5R/&@0GI M=%&M"-6,&D8MHXY1SVA@-#*:&!T9G1B=#;(.#(N0S(%+K)86)WE+BPCCIG;T M[571V*O5HB7ML6;4,&H9=8QZ1@.CD='$Z,CHQ.ALD/'=NEBFB>]F;J>AA/+5 M/:.:4<.H9=0QZAD-C$9&$Z,CHQ.CLT'646%YXS2R=5H]98U,D`X(%:.:4<.H M9=0QZAD-C$9&$Z,CHQ.CLT'64<7*Z;7Y8,TK*D'9?,"H3NB5A;]J25]N&76, M>D8#HY'1Q.C(Z,3H;)#U:5B`9(WO59_&!4L^1:P3RGU*J$Y:SR_\54'=&$SRS\54$LCXPFMGQ4K6<6_JH@EL\&65>'2#YS]3(@Q@C?N#2B&\P6 M2]2XO2I6(=4Z:JTU%J@3VBAJ&+6,.K;5L];`:&0TL:TC:YT8G0VRO@NK$L]W M@1>3241V/7E5Q+A5>%RB6.8(0C"X.)U#]:255ITWJXO=;?ZO6-&U8E1'[(Y1 M+^C%K`>;]79W42R21S&CF4V,CH)>S.QD,[M>E:N$LYB9,[,7*ZQFO(L55SFF MH4>4+T#7"6DE:D$ZPC0)X3)(SVM%2Q-VC'I!:FM@6Z-HJ:V)T5&0VCJQK;-H M.8X*ZP[/48$7K3HBNQ58[A]4ZZ2EQ:X%Q0U7+/:R/3?\6>X)JKKZE8QVHJ7Y M]()B/E<7Q2[EH'(Q/`I2*Q.CHZ!H>%5$U"<5B]VS(,?A8>GB.3PM:?)0*Z)\ M_VZ=D):W%J1;TPVC5I`F[!CU@M36P&@4I+8F1D=!:NO$Z"S(<518IWB.BNL7 MTX73D@:M9!DV>?\.DQ2-MQ&ED72]*G?9FI3&]'$RT['E7A.&>7MU68Y=@RI( MHQG9S,3HJ`EGR]C-,-V)&N=21"\5F?3M*))0/IX*TO=0) MY?MYC-J$\OT\MM5SPH'1R+8FMG7DA"=&9V/+.O"9A=2&%U()%<-IL8%S5JM5N9_52"*=%%I!&I5U@M1T+RB:+B.60<72ED9!:G<2I':/@E*1 M+_%\K=V".ZF&F#X+FDU;+__@*@RK^G(R2R@?6P5IN>N$KK1V#:,VH>ML5XYM M]9QP8#2RK8EM'3GAB='9V+(.#*L:9VS=I$53-@DE%);$.K9>%;O#E234%E#K.^>64.%CEQ$3`D57;QA'*-))&)]=6D)KI&/6"4BB#1X5M1QQ403KB*$@M3XR.@B1(*I<& M)U40RV=!LV7KY6=66QM>;24$6V*W$J0EK@6IQQI&K2!-V#'J!:FM@=$H2&U- MC(Z"U-:)T5F0XZAG5CIH.]04)R[A=M>0ZM&(K M#\PV-T5C[D1+'=6KK1#D;,H9;E"YY#6RE8G141/.T5,9\)U4+H;/QHIMI&%9 MX@VC<;F2AZB8K>?@4P?(2I!6NTXH"S<;1JTD5%N=(+75<\*!T<@))T9'3GAB M=#8)K:.>6?3@#A@UTF71D[4UNA>?$N9WT`2AD6<35='6&M62Z]L*PIB[)'0: M*:V\>DF81KR+8E(<5"YYC8+T.DV,CH)L58JMEI-JB?FSH.>J8B]*6!EDK??5 M8#^N)$RKCL@,O0EI#6ML!8:K;*(H0JUH:<(N(=1*:MB+ED9D`Z,QH2PBF]C6 MD1.>&)T%S84P#L0C,\:!LILZ<[LJ2LCN"%Z7-^]%2^M;)W0=[I#BD;)M.5\W MJB`^:@5IY-6QY5ZTDN7+E]>1@ZI+/J,@S6?B?(ZB%?.YN;@QR]5R]^>DZI+/ M6="K;*OGA`.CD6U- M;.O("4^,SL:6=6"QDEJ:,*^8MA&%D&T9)K?7Q79#)5JY[U+"/'K@36U)F):( MFUWY+%4K&MKU.T&:6R_HQ=P&T8JYX?&JHAZC*&AFDR#-["CHQ4/H`A2'[0)Y0^@L*U>$JKY M09#:&MG6Q+:.DE!MG02IK;.Q91T8EE(OS7+%`RC;H%\,W@EE#Z"(EJ*:4<.H M9=0QZAD-C$9&$Z,CHQ.CLT'6@6CXV M-")&23*[Q0Y1RW8[2>C;[47\HMV![8Z2T+<[B?@YN]:_9K&0^9<7!;N(0L?/ M_%!XJQ*M;+Q**-U0O"SW0!M.TC+JK)751;'3UG.2@=%HK:PO\`&:_%\Q+4_& M@G6<621DCN-%PBXB.$XZ224H]U+4RK>Y6*MEU"64)>Q9:V`T,V^=;N+TS.D@N M1N+YG)N0Z<`MK!\VDE!KTC+J.&$O6CID#(+4UL@))]&:$]KZFK`[:TL< M=N]2V`UW+OUP?5EXNQ(M+5`M*&[^7I:[%8W(-4G+J!,D5JB'IN*IE4&2*!H% MB96B74\BGY-83Z%YNBTC\"+FB"C?1M@EI$6I!>GMK$:0:K6,.D&:L!>D"0=& MHR!-.`ERZANB;:\G!%[4-R%<@:5E;&\HQDI:VGKK743!Z9IP732I)FF%5X\6 MK;P#S^-#*UIJOOLN\[TD?-'\(%IJ?G3-WQ0AX"0)GS-O&UF(MCVGIRA<]X\/ MNXCL)N,-!5Y)2QM&+0FE"Q0%;D2N25I&G:!GK/0B5RL#HU%0[ISMJ@@*)M'B M1GKUS$)@YK:1)I1W2D%:QEJ0=I%&D&JUC#I!FK`7I`D'1J,@33@)M*B(S!B5D):Q3@GQL(4T MLD:0:K6,.D&:L!>D3P0-@M36*$@33H+FA+:^)H3>+N^KA@&EK&^*E_.>N;TM MU@=52F@Z54P(2=B

&&T[2,NH2>LY*STD&1J.ULBH?0)M,$NLIM#)M&;C0 MKVS\707]HL5$E"]"DI9Q5]3*;L`V22N[`=MRPBZA+&'/"0=..'+"R22T?@C! M\=)#OL,/0;_P0T1V=^&VB"0KU",DQ%/=TG/JA&YOXC;?MMC[*8+81M015BU3 MU?:Z"*%:SJ>3A#&?,L;M1?RBW8'MCI(PV;TM=\`F47C.LKT2(2!_Z4H4MP"O M4DR?Q:4)A>UN]=!MX<=*M?1*1%M9NVU8JV74,>H9#8Q&1A.C(Z,3H[-!UJ,B'6G%"V9TMT5)4,VH8M8PZ1CVC@='(:&)T9'1B=#;(.`K/(+F. MFKGM[H+4*Q6CFE'#J&74,>H9#8Q&1A.C(Z,3H[-!UE%F%:`S+!Y]*EM40D5O M+,:K2K66WLBH8=0RZACUC`9&(Z.)T9'1B='9(.L[$]]GOHO!?+[!=QU1?I^9 M4-IC;BD9Y%:.:4<.H9=0QZAD-C$:# M;.5"))R-HZ]%2]H9#8Q& M@ZP?BOCZ53]PW!T^OA@"**UTQ:A.Z/G;Q:J@+HB6\X\`L.5>$_IWD`=5$,NC M0=8A11@M$^PUA\L)V5?URP\X54DK#Q,3PA.N4J"&4:DOA\4([\.%MIM`M\4&225:.A;4@I!^Z0/\)&+2P@HG7,?MJKR)VXH9M=PQ MZ@6]F-E@,]O"M!*U(.U`34+PA21L M14L3=HQZ06IK8%NC:#F5>R:^Q->PYDZ>Q>8)V1VHSM_%D M0OG&BR`M;"U(MT$:1JT@3=@QZ@6IK8'1*,BIG(D!+Y==EAN.`1,J!H%BRZP2 M+2UVG5#JWKOR6=Q&Y7(U6K;2,>HU81@W=J]==567?$9CU/3U&Q/@98[A`&]6 MG4='L5L)RKT0$V8=NTE:&6HY8<>HYX0#H]$DM)4S`5Y6.0[P;B(R?7UW6>QD M5J*5US+]2U>7RC(+F?*QG3'28 M>8:CP)N(3&=/2,M?BY;6LF'4"M*$':->D-H:&(V"G,J9D"^K'(=V-Q&9SKZ[ M++=414N+72>4.CM>E2\#7E60R]&RF8Y1KPE#;W<^\*`*8GDT9NR%-M%>Y@N. M]FXBRC='!>45CUI99VZ25H9:3M@QZCGAP&@T"6WE0KRVK'&RRL4X+E_+W$1D M^C?OG8M67M^4,,WEMM,UDD";:BM(;72,>D$RDV_S)^@N+XLMAT'5]9JG@LWY M6+>8^"US"\=O-Q&9SIV0EK\6+:UEPZ@5I`D[1KT@M34P&@4YE3/Q6U8YCM_" MNJ4,YU>KPK65:&FQZX2D<_/7J!K5D.O1LIV.4:\)Y[7N2E5`VC-B$L+42K8UL])QP8C<:6K?0S MP=PM!W,)F6Z_HZ>P1"NO;[2%-X_GZX0O^!3+P$82:5U;0;KL[02IZ5Y0-+W9 M;,JY8U`-<>,H:#9MO?%,!'?+$5Q">6\7I.6K!6D/;1BU@C1AQZ@7I+8&1J.@ MV9:M7!'!O=J^.;*[30CSUK(VW])#G:*E5[-.*-P16A+N+HM;,XUJR;5J$PH/ MBRT)Z79ZQSGV:DL3[F@N4"W)<7PM1^O39V*_6X[]$BJZ3Q'J5**E3:$6E-Y, MQ'N0Q;#;J(;4HA64=Q^*-'O12CWSMOA.57$3EC">7^B0AW=Z1434J8H38AW-H0K4[,JZV>$PZ,1F/+MH<0T3E1%'8ERQV1 MA,PW>W:7Y5-2DC#O2]$6MJNE)DW2RE#+J&-;/6L-C$:#;'U#X+345[?]PP?P MPS:OEO&0D+E/OBO?+*]$2R]FG5#XPLF7LB$7-MEQ[ MM97G6&Q;#*HE.8ZOY6A]9T++S'<<6N(9@=F=Q@6K^<.N8Y6M^9R#7S'4>NMQ&9<9=7 M*Z*E8T$M*'?!CLXA4BVI22L(X^W28/.:S$\-=Z*E.?:"\ASIF=1!M23'4=!L MRS@*WQVT/?2U83@FL%U76#X0+TS+CX.P0F;V(R(.P[E724_3XN"KR+)=6YQ\ M1?9P]!4QG'T561S7Y)6H?G7)D>_"\@NSH]7/HJ;=`2Y)YD(1E]:` M@YB+Q6^N)Y<5?DJ)\WRY)2UJFB]ZA_;J^H?PA1LW!B[JQK?&5$ MSBS74ZKC$7[%0V&KRV"@'+PBL_N29;-!BUO4I)IP$3&XB!A<1`PN(@87$8.+ MB,%%Q'"8'S&#FE*+T=6 M>+D(/^'E12WS,C%XF1B\3`Q>)@8O$X.7B<'+Q.!E8O`R,7B9&+R)@8O$X.7B<'+Q.!E M8O!RS@HOAV@\&XFUP:8P/5O9K2XC*UQ93+1PY:*6N9(87$D,KB0&5Q*#*XG! ME<3@2F)P)3&XDAA<20RNS%GARF?6*JM+7JP(RY_\3V&BOA^#:B2FWD4U2`\>3TRWBE&N/&U1KA"12;E"/><5ZJ\KE(%#LW5!0[1#I>L6,$A)1B M!H<.4U2$,B9FO!E9MA6"8A%#L?*T1;%"A.`5*T8.MEB1%=B6^[(S!I##F@TA4QZ6@2XDQCZ+NZ>H7DD-5VUH3Z1V5W3=1&JHSZ+6E8?)]<7ZA-F M&*U/#,?@$?>(]70,H*UDG*+,2_:[-86[DE0W.5#)F-3>5MH4,1PJN:AEE8SL MV1M+MA'.I_)I)9<1,IW69^HC)_AAA-!&N"D&.YS&'6=%,R4)2UL7:V>,5!6M MB[#Y^A<%#[.15_`X2]F"+Q.BF$8I\]ELGA9P:'AB>:=FAD/!\[1%L<)DY!4K M3E*V6)&]-N.DL^O,C"/GV<6GA%][V@\'G<>LLM$?M4C9.T/3?(:;5XLX9]E: MI'E,FR^!<8BA68EZQPDSE M%2O.8+98D=F6NRGNA:`9)#7CW,C0#,(S$_R:L23*V@F*G1LJVD28H[QBI[DK MCY7"=(,]"10[&P<2,V6,+"L"O$D,Q0,3EJ9#G$A4A#[-DDS]T"[,F0[GXXK
YRI8\ MS5_YJ"+G'9EB.O.AZ.E(@W(]/Q_.IP"YY7(FQ%FY>+5FMRY:,SR:3UQI=DDL M#2O7CC^=&=`8LOUW/H''+7>AF#/_.T1;G" MO.*6*TXXMEQI$L*OK,L5_09%36KFTB<6YT#^P-B2R+2#W%!1[C#QN.6.,Y(M M=YJE3/O,9R[Q9V):!O0;8O!GGK8H5YA9W'+%*<>6*S$[A-$J+(S&8>M;FT.] M2@R7.;L4&UJ%J9H.86(NS_7Y@7H^!L6M4)RL;(4BF\?QG]\^SE/R;E.,16@@ M22U?AB46"K>TK6WY'4)"I-23$MBN_1#M,9=52E3=! MFY6HA2`EO#"Q*[\ITRXJ<\1H1XGY"(NL,G/TL]H]^SGI53KSPE8RSI(F^DQZ M9FV7&![7%-^C^#$M'DH4AO(F-K\=690W3'9E>7_D=G,Z$L*6/TV[Z+V+IW?E MA\>J54J:5;-V&*JTF,NJ1*QS]'J'#0X;'38Y[.BPD\/.EA4N#W/V][E\B2K3 MN1'6RVGNMUZF39:4U'IY22H>A9>)H>$0@Y>)P)D8O$P,7B8& M+^OG=XX?[^Z?Z[NGNEY\^WW_[\[ZZ__3I\3NY?WK=O^K7ZK#=G^>!Y2BM(?=_CP/*B6'/^=Y MO.3PI>=)S#8W>X0`GB?#3!1D\]Q4V@O>.H3QC;V%\>5RCQ^>#./,Y1X_/%F8 M`9"?*SL@F$5^B!*]_"!#!.3)4(=MJ(,GPW2YQ15W94AW%=)YOH3L.L@\?Z*( MP2]8;;GE#'YQ9;`9ZN[*4,30,ET9LEJ'_+Q6A:S6(3]/AOS6(3]/AJS6(3]/ M=L`^#_)#6./5#S+L*'DR;!`$?[JRL'>$_%Q9V#X)Z?SVN0[M,\9.1?N$N>`S M[`)S.5'\X#-L8K(,Q0\^N#%F%MHM]/3>_T'9=&?(+;=>5 M(:O0=EU9N)^$='%M4_@EW)L),M^?J^!/W+#@N M##=&-[")/1S.+]S$A4U7ACIL0CF]=.&>+?SBRI#5+N3G]>EPFS/DY\F0WR[D MY\F0U2[DY\GP\,=ZCQ]>.\-#(.L]?G@RS(JWL(FG)]@O*/XJU,&;75#\5:B# M)T,=5AAW71FJM@KU\]*A:JM0/T^&>6\Q`P5'EAC&9X8#U6?'^FD MYGD9BH)'@#D9GJ]9!7=Z,A0E=&G7G7CV)W1I5Q:>ZX5;7!F*$;J[*\/5"=W= ME>'9H/4>/[Q+BSJL]_CAR0YP"ZK@N:6""#7P1'A3(!32$^%=@%!&3X07`$(1 M/1%>!`A>]D1XX6H?WC_B:U/?8@3'FSHLP5L^2.-)\&[-/KPYXZ6YWH+,&['TCC2?#^'])X'L=[>DCC20ZHZ<&M*5Z2VU>N!._*(1_/.W@A M#M[Q)!TDX54PKSY;E,V3X"UB>-2[/H=;C`UX!Y.M59!4KJ2&)+P6RFGP%BQ* M[4GP,BQ*[4GP3BQ*[4GPXBM*[4D.J,_!K0]>Z4:IO9KBS6Z4VI/@]6V4VI/@ M+6Z4VI/@96Z4VI/@@PS[\-T"]L[AYGI_P-OM+*D@J5Q)#4EXX9[3X&,#^_#> M/4OPS8%]>/V>)?CTP#Z\Q)\#P.E]B3X+`9*[4GP<1N4VF\AB!/PF1"N#S[D@E)[DAJ2\.423H.OMJ#4 MG@0?;T&I/0F^X8)2>Q)\FP6E]B0'U.?@U@W#A[A8@@^-[Q\^;Q^^ M=\V2PS6B77S`DR7X["0D;O^YPAX/OB_,:0Y7MY"XX?'U)?8YO*M]N%Y!XL6. M^&H^?."5`%_*AP\\"3Z8#Q]X$GPD'S[P)`=XY^!Z!Y]ZWU>NI(:D=B7XUOL^ M?,V<3@(?>!*<2`(?>!(<3`(? M>!*<3P(?>))^=[4/IRKQE<.I4OMPN!)+<+C4/IRQQ!(<*[4/1RVQ!,?XP`>> M=RI(*E>"$WS@`R\-SNZ!#SP)CO"!#SP)3O*!#SP)#F:##[S1'X>QP0>>!&>R MP0>>9((D'$3F^0`[::YW<)K8OG(E.%1L'T[08FLX3FP?#M)B"4X5VX?SM%B" MP\7VX5@MEN``2?C`:R$X1Q(^\"0X3A(^\"0X.1(^\"0'>.?@>J>"I'(E-22U M*VD@"&ISO MB;)Y$ASSB;)Y$IP'C_L"[LIUBSZ'\Y?9!S@B&!)O/L4)N?MFZ\VG./1V'\ZU M96LXQQ;6/,EA&^Y9>"/L88L](9R%S=9ZU"<<"L^2`9)P-CQ+1DC"$?$LF2`) M)\6SY`A).#">)2=(PKGQ+!EQ5V)T;TI,D$RNY`C)R96<(3F[D@-*<'!+4$%2 MN9(:DMJ5-)`TKJ2%I'4E'22=*QEQEVAT;P1-D$RNY`C)R96<(3F[D@.\ MDM&5'"$YNY(#O'-PO5-!4KF2&I+&E;20M*ZD@Z1S)3TD@RLYX\[;&4_(L@\. M\,[!]4X%2>5*:D@:5])"TKJ2#I+.E?20#*YDA&1T)1,DDRLY0G)R)>5*ZG`OTY6TD+2NI(.D1*CI"<7,EY MC1D=3_X[[0#>.;C>J2"I7$D-2>-*6DA:5])!TKF2'I+!E8R0C*YD@F1R)4=( M3JZDAP]ZUP<#)(,K&2$971*CI`<7-*6DA:5])!TKF2&G?,SWC!B=M.O<8XZMY*[R$97DD,:3'%"V@UNV"I+*E=20U*ZD@:1Q)2TD MK2OI(.E<20])[TH&2`97I$--.[>F/22]*QD@ M&5S)",GH2B9()E=RA.3H2@YHUNZZ=86>@`\\<$_`DP[PI[O;"\GH2HZ0G%T) MGGO!M?;6AGCJ!=?:D^#!%[1W3X*G8=`*/`F>YT&I9\F[I2$^_O+3U[L_[T]W MW_[\^.7QS:?[/_`T)5Y&PL/4WS[^&5[QBO]Y>O@:WN]Z\]O#T]/#Y_G/#_=W MO]]_"PI0_N/AX4G^`X>]^^?AVU_S$YN__'\!````__\#`%!+`P04``8`"``` M`"$`2J6;WSH;``"!@@``&0```'AL+W=O:))5+-99C-G=:[4LVXJV+(>D[IYY^_W! M0C(!_&G:WKD8N;],)%"9.!<*?/N/?SU^.?GK_OGEX>GKN]/)V<7IR?W7NZO+R>OOUP^V7IZ_W[T[_??]R^H_W__D?;_]^>O[CY?/] M_>L)+'Q]>7?Z^?7U6W9^_G+W^?[Q]N7LZ=O]5T@^/CT_WK[B/Y\_G;]\>[Z_ M_;!/]/CE?'IQ<7G^>/OP]72TD#W_C(VGCQ\?[N[73W=_/MY_?1V-/-]_N7U% M^5\^/WQ[$6N/=S]C[O'V^8\_O_W7W=/C-YCX_>'+P^N_]T9/3Q[OLNVGKT_/ MM[]_P7/_:S*_O1/;^_\@\X\/=\]/+T\?7\]@[GPL*#_SF_,WY[#T_NV'!SR! M<_O)\_W'=Z>_3;+=Y<7I^?NW>P?]S\/]WR_!OT]>/C_]O7E^^-`\?+V'MQ$G M%X'?GY[^<*K;#PXA\3FE+O81&)Y//MQ_O/WSR^ONZ>_R_N'3YU>$>^&2W#U] M04[X_Y/'!U<'\.BW_WIW.D4.#Q]>/[\[G5V>+:XN9I/IXO3D]_N7U^+!I3T] MN?OSY?7I\7]'I8DW-1J9>2/XZXU,+LZN%XOYY?45K!Q).?F>X4CNESXA_OJ$TY]+>.43XJ]/N/BYYT7[VA<5?WW"^<\E M?.,3XJ]/.%F<74TNWLQ^X.$)ZLX^2_>/7\MS(I7#_>/7GG."^C3FJA7K\N?* M*Y5I$M2FV<\EE=HTT>KTDYE*%4(;^=4GE4HT^>5:-)%JY/[A_?N3-7QOGV]??_V^>GO$_3"B.W+MUO7IT\R9\UU%3/4E;'='#H/ M]&%W3OTWIP]=_('B"_!?[^<75V_/_T)W=.>5EH;2-%99'5140'B(YD8+( MADA)9$ND(E(3:8BT1#HB/9&!R`V174BB\*"+"L,C;<3A?13$>\N1S#'R:%PF M%W%<5@#[XK(FDA.I""R(5(2V1*IB-1$&B(MD8Y(3V0@'NS^63^@G)H=!UZG'GO?D2CU/9#V2:X0YZ'0F<:>3'Y2D MTRF(;,AT>=`)32>3W^U!24Q71&HRW1QT0M/)7*X]*(GICDA/IH>#CIJ>7BQB MA]PR54LX/2?#*/'ZBP+%TG!=A0`4HK65J`K5F`Q*.592DM0$T%:*QD:0%: MLP"7L0*G>[6H<%N@+1;M]Q/&JY'\[B%)8UG)5I:[+5'EXM]DY]< MG\W>1/^+:VBNZA+<@HUN&)6:,.P"DAG_5K7$?"6VPB>;!=5TOUM1BY8^6:.V MPAR3)M>JEN38L:V>T:`)`_/39*I\HUIB?B>VOO=`<15PRU^K"OAE\>S05I9N M&8M:@2H@6:T$J5?6'B'>HI4S*CCAAE')";>,*DFHY:H%:;D:3M@RZCAASVC@ MA#>,=I)P7Z[8Z6Z9:SG=+W]#IX]HAI67CFS39.ZR2=H;SD.JUL>!V']T636;5RGW>R($&[);^6U MHMB.6I*T"%('7!AFV5HJ6VMHPJCZ[V[Z%\C^B+JN8;3M@RZMA6[U'P MC`,GO&&TBVS%P7#+YB`8A[%M7$XCBN+AI=M'0ARNK\=9Z61ZE>\QI$*RIDFM>-:,4/G,S&=Z(5V0J\'EK>21-I]UX+4=",H>IA)\C"M:LG#=(+4?"](S0^"QI*_F9XE?UNQT]UBW7+ZN(B/G#ZB>"G(4U*O MI<5>3T:$I4'0I-):F*N6U)7"HZ";W#`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`N6IJP$!0FI-7FQFL=W^8IQ9::WS*J!!W-L39S3-]U-J:M8*6U MGZ6WHJ7EZ@0=+41O%B+=W1K$UMY\'/EDJ^!'_=Z,MQ`\"O=M!.GCK`5IAY$+ M4JW"H^`]Q,:C8,.G%"VUM65;E6CIYF3-MAK6:ME6QUH]VQI$:U^NV,W)$OK0 MP'BIC`.S;DQ'8Y7.:<5HS2AG5'@4]E>,2D9;ME6Q5LVH8=2RK8ZU>D9#A&)W M1HM@]QY]7.S.>+'KD=OP.'0[E]1=^71:H=9B2E'.J/`HW"-F5#+:LJV*M6I& M#:.6;76LU3,:(A0[V*U##Z-OX.!Q?1H.N>XE%^KK&PPA!P?/9\D.V\IK!;5Z M+2CLX.;)G"$7)6T-A:`PG3$>C,5R$XR@6,D^6&G:2GOGK6AI(2I!1PM1BU94 MB'FRT]*(5F0K+40K6EJ(3E"4,-U][$7K:"$&T8IL!86(JX=;5UO5PZ^W]77Z M!2/^FDEVJB6=*FEV`HSI/-&6]'2'"NU%=2K M-,=:M23'1FP=S;$5+ MK"-6>/'I$H;[NX*BA-3B*5TAZ<8#4[.+LV1"OU$%>?A2D$XNMHPJ0:/E*1W% MJE5!+#>"U'++J!,T6IY?2>E40RX.@O>4X.FB69G0<3Z(S(D1'[*YF'FF) MUX)4*Q>D6H4@G4)M&)6"-.&6425(;=6,&D%JJV74"5);/:-!T-Y6[$ZW+K;Z M+\<3=XXH&.%7J-).*T!K07"T-@GJORA=X=.A_W)KYLDDK24;59!HEI*7NFC+ MJ-*$SO)UVF1JE8OAAJVTC#I-Z`Q?GB4[$[W*Q?`068D#X5;B02!^N/P85^[1 M_&-$0316F.]2@#S2?C5GK<*C8*VQ851Z%+Q;2^U^G5>%<3R(&AO.8Y%M.(.8L$K MZ_F(PJY,*D%JJV;4"%);+:-.D-KJ&0V"]K9B M=T8K:\P=QFMHOOLMWYQ7W(*06#OO>;+-O1(M[4'6C')&A4?H5$+SZ11&M:0. ME6(K+!?/445+RU6IK3#'9-%;JY;DV(BMHSFVHJ4Y=FHKS#'9W.M52W(AH9K5H^5Z*/H1H1$$S:P5I9IV@HYGUHC5F=GUV&7U=]289+@91-WI# MMTS_A0G`?%S6AQ,`CZ)>A1\E[!E6Y4D M5%NU(+75L*V6;7624&WU@M36$-F*6XY;A0=NE@VSN>/)!,`C;=TKT5*T9I0S M*CRZTOV`#:.2T99M5:Q5,VH8M6RK8ZV>T1"AV)WHKDQW.IZX,2D9;ME6Q5LVH8=2RK8ZU>D9#A&(/NR6K56''I6S4 M_D<4OY%:)(NOE1,GBS9!D!PZ\7DR1.2BI"VO$!2FXPU(KQ5O3:5O9DJQI>:W MC"I!1W.L-UUUEAD:=V]UO^:T&JE0O2YRP$J=;&(\1'QHA2M#3AEE$E2&W5;*L1+;75 M,NH$J:V>;0VBM;<5N],M:RUWCLO=R)TCBF=$BV3W;37W6EKLM:!HUVZ1;/?E MHJ4)"T'HV[1]I2U@HUH:!RK$5K34?"5HW&&[2#;&T:E1^$T MAVU5G+!FU+"MEFUUG+!G-$2V8C=_9VV]X+6U1ZX?T\HY3SJRE6BI[]:,L M&36T1`EC-WYG:7O@I>^'L4=/6UGB):Z<\TH9U0(.MH[;E1+HE4* MTARWC"I!D?E%4A5KU1+SC:!PF*+=DE:TM!"=H"C'M*GVJB4Y#H+VMN)HN?5G M,"S_L+L?UZOA<+T84=3=>Z1E7XN6HIQ1X5'4W8^V`E1ZK:B[IQPKME4S:@1I MN5J/@I5*)UJZA.T9#1Z-Y8K=_)U5[8)7M1XEW7TRV5^)EA9[S2AG5'AT_+O\ MC6@='11*T=*N>LLY5J*%1ST,,+0(J45K[-#IRZ-&Y)I7RWEUHG4TKUZTS,%C M$*DQ4J#A_5)C`3-H^"U4"E:.F9MV58E6KJY M7;.M1K345LNV.M%26SW;&D1K;RMN+&Y-]BM]TKB&B_JD$06[%*L%H36CG%'A MT1O]^&7#J&2T95L5:]6,&D8MV^I8JVX'KD5@V')CQ?I.\= M1"NLR+0,SEFK\.A'?=)H"Q-5MVG`WR^78D:[B"UG5HG6T2ZB%JTQ,[Q)2]Y) M-**@F;6<62=:1S/K16L57CT1KVR$:3KO%*0;FALV58E6FJK%J2V&D%JJV5;G6BIK5Z0VAH$[6U% M;06_3G'K^R]?7D[NGO[\BK8SA6O>OSWP\?[$DER5^?V/_`4S* MIRB686>)XEJE_6V>_69FO)QGN[V?TPP6V6[O[(2C*6>NEO`CH$5GKK*P!`T[ MQ9P'U<628+Z#ZF)),/(A"OOQ.;&&<0Q^ MLR08E6#-DF"V"&M6/I@T(J:6!'-'Q-228+Z(F%H2S!11-DN""2-B:DF6D"Q- M"2;:B*F5!O-MQ-228-J-F%H2S+X14TN"&3=B:DFP](1WK-:#%2A\8$FPQ(0/ M+`F6E?"!)<'J$C7$DF#YB)A:DB4D2U.R@F1E2K!XA]\L:UC#PV^6!$MY>,>2 M8*V.6F5)L!D%OUG=%_:DX#=+@LTG^,V28`\*?K,DV(J"WRP)]IS@-TN"[5WD ML__\/FE9V.5%/I8$F[W(QY)@-Q?Y6)(E2K`T2X#]0L3'*ANV#1$?2X+=0\3' MDF`3$?&Q)-@E1'PL"5[,9.X5`O=B`R3N30)+EGC2I?FD>!V`Y[%\@+<">!Y+ M@C!Y+@A<">!Y+4D+BMINY;-CX1WVS)-C_1WVS)'B#EKD7-VP-+](R]_Z& M)7AYEKG7."S!:[/,O9>ZE#DOP$BUS[W98@A>VF7L=RQ*\?D4^E@0O M4Q$Y2[)$/DLS'[SOS-SK,LYG#8E[:\82O.O,W,LSEN"59^;>H;%D`XE[E<82 MO-K$DUH2G#&!=ZS>!>=*4'LM"8Z0P`>6!(<,D(\UW\&1`7C4DN```*Q9$AS) M@34K'YS,0:VR)#B@@UIE27`H![7*DN`T#LIF27`H![7*DBPA69J2%20K4X+S M3(BV90W'FA!M2X+338BV)<&))D3;DN#<)$IM37=Q?!(QM20X)(DH6!*MLN&@*SQJ27#>%1ZU M)#CVBN>Q)#C.8.+K,/<'@\<^>7 M68(SY)D[L\P2'!7/W-%EEN#$>.9.,+,$!\*#'9;@BR-XQY+@RR`\J259XDF7YI/BLQP\C^6#-23NLQ`N00Z) M^SJ$)?@R!Z6V)/C^!O7-DN`S'-0W2X*/F?$\5NW%!\R(G"7!)Z[(QVKU^&`5 M=<>2X/-36+,D^)X3UJQ%.+[.A#5+@F\M8Z,R]PE M8_RD'23NKC&6])"X*\=8@KOCD(\EP7UQF;N`C-/@CCCL4UF2#23NRC5.@TOY MX`-+@HOX,G-);AP+W/7L;$$]^[!HZ9D@I4>;D;D-+@6$WZS M)+@=$WZS)+@D$]ZQ)+@*$]ZQ)$N4;6F6#5/P\N#DQ M9VD^SPJ2E2G!U:HHF^4#W)V*LED27*&* MNF-)<),J:H@EP7VIJ"&6!->FHH98$MQKG+D[4VNI=EGB>I?D\^$$0E-IZTC4D[L.$`5+@A\]0A0L"7[["%&P)"V&8/S\$Q>MPPAL"GH,P*9@P(S3%-Q@8#8% M.XS+IF"#@<<4E)@)FX(M!B134&$\,@4UAB-3T&!.;0J6E]G.:G]KO*8R^TV\ MCK-X@S>:%A^NLYW%EQCNS0*M,-J;@C4V?$U!CEF`*2@P"1@%YX?]^)?W;[_= M?KIO;Y\_/7Q].?ER_Q&O;R_V7VL^/WQRWVZ.__$ZWF)[\OO3Z^O3(T[[X,/. M^]L/]_@945S_<'KR\>GI5?X#%>W\[Z?G/_:_._[^_P0```#__P,`4$L#!!0` M!@`(````(0`:#<#*8`0``+P3```9````>&PO=V]R:W-H965T9[T!XWR"*Z#;JR4&Y,\EDZ_?:5Q,(GRO((ISM1D6:B@-(0GZ/TNA/__F&^K44A M+X+T',0X13OQ)\K%;_O??]L^/!*5%%21# M<5!`^_-;=,^;:$DX)5P29!^/^UN(DSN$.$5Q5/PL@XI"$FZ<:XJSX!1#O[\4 M-0B;V.5++WP2A1G.\:60()Q<-;3?YW?Y789(^^TY@AZ0M`L9NNS$[\K&5V:B MO-^6"?HG0L^\\U_(;_AI9='9CU($V0:=B`(GC#\(ZIR)"0K+O=)FJ<"?F7!& ME^`1%W_AIXVBZZT`N9>D2(ACJ`E^A20B8P"Z'GR5SV=T+FX[<:%)R]5LH6%&I*PHA(^\P,F_%:34H:H@\SH(/.L@RE)2Y\O5^O]$631->869WA:Y MZE>9CV-0!/MMAI\"##)H>7X/R)!5-@I$KC-1=Z?-#4@4$OP[X#V+W[7(D,`VBY"X;A:;9!$SG:PUTT6]1B!RFP5%554Z$8=^H`5-'`<(C4:, M`80FS`&""6(-('00>X!@@C@#"#.$W`&$KL<;()AZ_`'D50\E($RNKH#E-%C, MVE%/W$3(9ASJM>%E.31(1T=ML:;;?)P"&5,@PID#,%A(QB)'UF`T!DI49M4TIT!6`S63WV8-#FMP M68/'&OR.@4J)1J>$78B(&\X@W=U"8W=6O8)`B'9+>:UZY39ZX!)'+F%P"9-+ M6%S"YA(.EW"YA,0!C5MCC MB,_@1C:YA,4E;"[A<`F72WA@6-B=800Z*-^(S&]VO1N(3%)6PNX7`)ETMX7,(?(RC1X*N^/]4Z)^W2WY-M M21\B]9I:5^N?Q$S%0^T>7AZ9LLP1W1@K:U)EWV82TRZ+]FL2$]RF_$N)F<8. MY8;PC-^M_8/]\MC"S*9"[E/(A*AR1K6]$JBZ+*DN!Q*47=$!Q7$NA/B1PEXU MAU2WUNJ2YD`N:<@G$6/7YQN]O$N16P=&ULG)W)$;\+4DT?FJK//3P6]U@S,_#N'_]Z^G+RY\/+Z^/SUU]. M)V<7IR[KQ_NOCQ_??CE]-\/KZ?_>/^? M__'NK^>7WU\_/SR\G<#"U]=?3C^_O7W+SL]?[S\_/-V]GCU_>_@*R[ M-_SGRZ?SUV\O#WOIQ/+RXNSY_N'K^>CA:REY^Q\?SQX^/]P_KY_H^G MAZ]OHY&7AR]W;RC_Z^?';Z]B[>G^9\P]W;W\_L>W_[I_?OH&$[\]?GE\^_?> MZ.G)TWVV_?3U^>7NMR^H][\F\[M[L;W_#S+_]'C_\OSZ_/'M#.;.QX)RG6_. M;\YAZ?V[#X^H@6OVDY>'C[^<_CK)=I>3T_/W[_8-]#^/#W^]!O\^>?W\_-?F MY?%#\_CU`:T-/SD/_/;\_+M3W7YP"(G/*76Q]\#P/='U_>=L]_E0^/ MGSZ_P=T+E^3^^0MRPO^?/#VZ&$#5[_[UR^D4.3Q^>/O\R^GL\FQQ=3&;3!>G M)[\]O+X5CR[MZ+LZO)QSLLW3_^'MY3B0XW#_^7CTG MB*F$D23OQU%$PDC]P_? MOC\9N1,))/[M[_^[E^:\3C,+P[>NW.S>F3S)GS0T5 M,\3*V&\.@P?&L'NG_JO3AR[^0/$5^,_WD]GU[-WYGQB/[KW6TM":QBJK@XH; ME9SI-9&<2$%D0Z0DLB52$:F)-$1:(AV1GLA`Y);(+B3G<,W!/^A`Y!\7IM_S MC]/?^T>:=7D@ZK'$7:N#BB1:$\F)%$0V1$HB6R(5D9I(0Z0ETA'IB0Q$;HGL M0A+Y`D,2^0)]1;J&$Z/S!#UC?G$=1_URU''CXZ'[7,4JJX/*P1E$B(#D5LBNY!$_L$8%?I'.HG# M>S=(ZRU',L?<QPW,*>7&L+$UD3R8D41#9$2B);(A61FDA#I"72 M$>F)#$1NB>Q"$K4P!H*PA?=T'2RF&L/ M2F*Z(]*3Z>&@HZ:G%XNX06X/2F)Z%Y+(B]BIAEZ4X=_AV%LCN;[:;R7F%S?I MDFDU*LRT(ZT]<0$A>Y#9)%E&Y5X)8790FD^2Z;ZP+%TG:[8-%:"TDJ4%V)H% M2%JTLBRE!:BI`(V5+"U`:Q;@,G9IYY5N#IVEI]R&G\GMULPM<QS'D$8)(`G/E41@V@N8'K5S0Y0$5@E1K(TA#L!2D6EM!:JL2I%JU M(+75"%*M5I#:Z@1IPI[1($AMW0I26SM!>ZVXT=U&-#@/D'[K-OQ)Q_5H'O>P MI/.L1$N+O?;H'ER?S6ZB_\41FJNZ.+=@HQM&I28,AX";V/Q6M<1\);;" MFLV",-T?5]2BI35KU%:88]+E6M62'#NVU3,:-&%@?IHLE6]52\SOQ-;W*A2' M@-O_6B'@]\6S0U]9NGTLH@(A(%FM!&FKK#V"OT4K9U1PP@VCDA-N&5624,M5 M"])R-9RP9=1QPI[1P`EO&>TDX;Y<<:.[?:[5Z'[_&S;ZB&;8>>G,-DW6+BNW MT85KHO'/HVC1,TU6)KDDU.&B$!3F2/UA(UK:PJ6@R[&GXY0\[7R'(DEH5))& MS=2,&D&CY8NSI/JMRL5P)T@-]XP&0;[(\[.D]]ZJ@EC>"=I;CMWJML>!6W^T MF'5'U^DP.R*X6_);>:W(MZ/6I<[CN=<*4"%(FV##MDK14EM;1I5'5_LG47Y$ M]$55\PTG;!EU;*OW**CCP`EO&>TB6[$SW+8Y<,9A;ANWT_"BM/#2'23!#]?7 MXZIT,KU*5HXKKX%C"TFT]FB_4?G^NE2T,*$&W3=9Q!>B%:UQTREHPX4HS83I MTG`K6G$ADCI6HG6T$#47HC$3IH5H1>\!M&*"IGF=2M: M<863U?A.M");0:O'X>3."()P^F'?'L\4HC`;$<),@FCEGB.Y*571VJ,K'9%S MCRYU@BM8:\.V2M;:LJV*M6JVU;!6R[8ZT=*B]FQK$"VMXRW;VD5:L3.PM`F= M<>C;CB>;A1'%\^:'7+7$IX6@[X75?O3"U'0C**K,)*E,JUI2F4Z0FN\%J?E!T%CR MF^E9,K;]+IO*OAEC,J M!.G4NQ&DMDI!:FO+J!*D"6M&C2"UU3+J!*FMGM$@2&W=,MH)VMN*&]UMUJU& M'S?Q4:./*-X*\I+4:VFQUY,186L0=*DT"G/5DE@I/`J&R0VC4A.Z&69ZP=WG MD+]8KMA,S:A1RT<*WJJ6F._85L]HT(1VP6]502SO(C.1)Z?)2A3N]`0%[O0HF)9R1H5'5SIF;=A6R0FWC"JV5;.MAA.VC#JVU;.M@1/>,MI% MMF)GN),4HUM-'4\:?41R-CJYG"7#_\HG"F(5F0K M6`^-$Y=H:2"4@J*$Z:)L*UIQ(9*9N!*MR%9:B%JTM!"-H"AA6HA6M,:9BE>A M(@_F.T&:UR#H:%ZWHA57.''J3K0B6T&%XW!*3FM^V+?Y%&H9S0PNF6TBU#L,7=D$7CL MX)GQ*"-F$^2TY?5ZJE?C@D%)2S5L%HPZADM&54,:H9-8Q:1AVC MGM'`Z);1+D*Q'S#8F7YP/)D51Q2^N^!>]'7+>7V=8+,X2=]4K"U*DG03NB:PP%AR%\/DM.K5>24%?& M:X^2A.FA/2XW7PP MB-.TF[PR,AUW_]'@[I&V_$JT%*T9Y8P*CVZBL\99<@"R42UM^;$02"AHRUH5 MHYI1PZAEU#'J&0T1BEO>[9__3LN/^^VHY3W29EY-":T9Y8P*C]"`X[9Y0N$^ M6@Y:N-0TVNB4?Z5:WG+2`VM5$#,-H]8CG'2)5J=:WG(R*/2J(&F&"$4.<:_N MDT.FEV>8*F0.V*O$HY-'UZAW,%8DR]"5UT+F4I`UHYQ1X=%,$VX8E8RV;*MB MK9I1PZAE6QUK]8R&",6-_9VM_(RW\A[%)V2SY+AU)5HZ%Z\%15O&6;+ZST5+ M$Q:"PH1T#K#Q6L:WC"I!1W.LS1S3I]"-:2O8`^_W3ZUH:;DZ04<+ MT9N%2,\=![&U-Q][WFV&_\:XAY5INB+P*#Q1$Z3560O2`2,7I%J%1\$3HHU' MP5%<*5IJ:\NV*M'28^.:;36LU;*MCK5ZMC6(UKY<<3-'^VGW2'[<-\\.^V89 MB98>!8/3BM&:4T1"AN#G=1O00 MM4%SCAO4<%9V3\>PA'5'48<9X9*&*Y].`VKMTP437,ZH\"@\O6=4,MJRK8JU M:D8-HY9M=:S5,QHB%#>PVX=:#3SN3Z,&'M$-YNM#`\]GR=GG:C9J!5&]%A0. MBI86HA)TM!"U:$6%F"=#_>%>.)Y/["4.[ MUHK16E"TQTO:*1[WBRR!Z1&SVT:\V3?<1J MYK5T=E\+BA)2CZ=TA:0;7V6;79PE"_J-*DCE2T&:_991)6BT/*67Y&I5$,N- M(+7<,NH$C98G5^D;@[TJB.5!T-YR[!VWH;;&8\<3[XP(WA&[*SS]<%KA0Q!! MJI4+TGH5@G0)M6%4"M*$6T:5(+55,VH$J:V642=(;?6,!D%&<[I]L=6T2-'Z1J<*GP_CE]LR321HE&U40;Y:2ES;1EE&E M"9WEZ[3+U"H7PPU;:1EUFM`9OCQ+3B9ZE8OA(;(2Q?4\VN5CH!HO^/CN-U)[ M_3C>/0H=Q&@M2,?57)"V8^%1L-?8,"H]"A[[;]E6Q0EK1@W;:ME6QPE[1D-D M*V[F:'^O\_6<]_<>)8-[XN25:&G;K1GEC`I!XT/JV2Q]G6JC"A(^I2!=^6P% M:?Z5H-'R=$81KPIBN1&DEEM!:KD3-%J>S%/+O2J(Y4'0WG+LBVC''?B"=];S M$85#N2`MWII1SJ@0I$/FAE$I2,UO&56"U%;-J!&DMEI&G2"UU3,:!.UMQVC.<>\:'H^Y!R5HX?B)U#PY MAUIYK?!XC%'.J/`(6QT94C>,2D9;ME6Q5LVH8=2RK8ZU>D9#A.(6_LZ&U[VT ME`;LB)RMPU@\7R2;KY5/&&P3UH*BA,D4D8N2-G`A*$QG#/YCL>*CJ?3)3"FV MU/R6427H:(ZUUY+-Y%DR_39B1?-J&76"CN;5QWG1>.]=LL\I]NMW=MYSWGE[ M!+]*:*\$:0W6@E0K%Z1:A2#5VGB$UA+SI6AIPBVC2I#:JME6(UIJJV74"5); M/=L:1&MO*VK.1;)_EH%HS^-QW:-X1;1(3M]6HJ7%7@N*3NT6R7%?+EJ:L!`4 MKNWF:0_8J-;!#X+4UI91)6@\8;M(#R)JE8OA1I`:;AEU@HZ6NU6,"H^NX$>=E#CVQW)! M2V*HE(2Z9-JR^4JT_/M!\P@:&\V=D6R M+S^,3+S_7HPH'.@%A>WNM13EK%5X%(SJ&T8E)]PRJCAAS:CAA"VCCA/VC(8H M8=R%1--R/Y@-4>JUHN/>%T!PKME4S:@1IPM:C8*?2B99N M87M&@T=CN>)FALO"9CZ,,8XGJY\1)<-]LMA?+;R6%GO-*&=4>'3\QH2-:!V= M%$K1TJ%ZRSE6H@4/'288VH34HC4.Z/1-6"-RS:OEO#K1.II7+UKFY#&(U)@I ML-,(O?C#SN+T$^^.*)I!/`I=22A?$"H\"E]!\RAX+%2*EB[;0VBM;<5=Q:W)_L[8]*XAXO&I!$%IQ2K!:$UHYQ1X=&- M?NFR850RVK*MBK5J1@VCEFUUK-4S&B(4-_-W-K@+WN!ZY'9WARX\7Z3/'40K M#.31%O;@,A?EK%5X]*,Q:;2%)>CXUG;Z97DI9G2(V')FE6@='2)JT1HSPY.T MY)E$(PJ:6M'QFD_0\9!`%'I(NDVWUCX:DO7X\)'D$YXJ/5H+4 M;6M&.:/"HQMME8T@71Z4@O1`8\NV*M%26[4@M=4(4ELMV^I$2VWU@M36(&AO M*^HK^.60XT.2_\H4+3C^0LAXX?_3P\NGA]7#ER^O)_?/?WQ%WYG>N!`[U,Q]2FE)YI#L"Y^D0=!EKL*JS!+^; M\NM^Y$MR6>+W5/:;P91/42S#SA(5L>KQZQSVS02HGU6]Y2+;[1V49(SNG[G( MXBI@%,A<@+$$@T'FXHPE&``R%VXL0<_/7-2Q!`-`YH*/)4M(EJ9D!8GK;IQF M#8GK=2S!$)JYSL<2C*29ZX,LV4#BNB)+L&;*W)3-$JR3,C=SLP1KI,Q-X"S! M;)FYN9`EF/LR-[.Q!#,9K%D2K#!ASN*3;\:#=+@GT_VLV28/N/UK$DV-\CJBP)#K#0;M8PA7,LM)LEP8$5VLV2 MX-P*[69)<'R%=K,D.*="NUD2'`DC'VO(Q6 M+%'3I5E3/$)`?:PVP),$U,>2X.D!ZF-)\!`!];$D)23NB)K+AH<%B#=+@F<& MB#=+@J=NF7O8P];P\"USSWQ8@@=NF7OTPQ(\:LO<$R"6X(E;YAX$L00/WC+W M/(@E>,B;N4>X+,$C6^1C2?``%IZS)$ODLS3SP3/2S#UBXWSPJ#1S3]I8@N>C MF7O@QA(\)LW<6;"!QC]]8@L>AJ*DEP7LI:!UK=,&[*(A>2X+73M`&E@0O M)B"?_4XZ6>_@-0.TJ"7!2P.P9DGP&@^L6?G@;1Y$E27!2SV(*DN"%WD0598$ M;_"@;)8$+_(@JBS)$I*E*5E!LC(E>`<*WK:LX54H>-N2X(TH>-N2;"!Q+]&P MM_&N)4IMK5+QRB5\:DGP8B6\8$GPGAWRL<8WO`^'%K4D>&\-^5@2O+.,?*R5 MW1(E6)HEP%NQ:%&K;'@Y%BUJ2?".+%K4DN!56=3'DN"%6,2;)<%[L8@W2X+7 M8]$&E@0OP2*J+`G>-$<^5AO@A7/D8TGPWCGRL21XO1SY6!*\98XXL"1XV1S^ ML23XO'1,SQG2?!9+/*Q>CT^)ZY M[YTY'UQ_@)I:D8C+#)"/)<'5!*BI)5DBGZ69#VX/0+Q9)<`E`H@W2X*+`Q!O ME@3W!V3NNW*N#^X,0"1:$MP3@)I:DN5TD;GKBM@:[JF!Q%IQX1X52*SHQ3T? MF;NW@ZWAGH[,W;O!$MRS`6N6!#<`9N[*."L-?&I*>J1Q%\AQ&MP$B'PL"6[_ MR]QU2+%&VI5DV M7(R9K4S)&I*U*XYSMRMNBS!;<8XD[0D2]1G:=9G M!Z0 M1QIKWL95\DAC27"C?.;N(V=KN$4>WK8DN#D>WK8D2Y1M:99M!Y/CDD[@I^EN!W&^`?2X+?:H!_+`E^G0>EMD:7)>JS M-.N#GW=!J:V:KB%Q/_UAE6V&LED2_'0+RF9)\`LNB!!+@M]I0818$OQ<"R+$ MDN!76Q`'E@0_N01K5AO@9Y9@S9+@UY9@S9+@YY00598$OZJ$J+(D^'$E1)4E M64+B?NF(6Q0_;@4O6!+\QA6\8$GPVU7P@B7!3UC!"Y8$OV0%+UB2%E,P?LR+ MB]9A!C8%/29@4S!@?60*;C$QFX(=YF53L,'$8PI*K-M,P183DBFH,!^9@AK3 MD2EHL`(T!8%F]PX&CQX3K;67R)Z=XLT`JSO2E88[MK M"G*L`DQ!@47`*#@_G,R]OG_W[>[30WOW\NGQZ^O)EX>/>.1[L?]&_.7QD_MB M?/R/M_%.XI/?GM_>GI_P.!Z?DS_7W[? M_X[\^_\3````__\#`%!+`P04``8`"````"$`0*@6CL<(``"L(P``&0```'AL M+W=O\_+V?O M1],/;7=]6`1+?^$UUV/WW%Y?'Q9__E'\=K?PAO%P?3ZNOYR&/%G_[H:;GUS M>)X*7WJ\NAO2YXA+C_2HSNY:4]-EEW?+LTUY$'Z9OS843[AU-[&V2T MR_$KX2Z'_OO;[;=C=[DAQ%-[;L>_IZ`+[W*,Z]=KUQ^>SM#],X@.1QE[^H.$ MO[3'OANZEW&)<"O>4*IYO]JO$.GQ_KF%`M;M7M^\/"R^!7$=WBU6C_=3!_W5 M-N^#]G]O.'7O9=\^_ZN]-NAMC!,;@:>N^\Y&4'A%2A?3"/RG]YZ;E\/; M>?QO]UXU[>MIQ'!O6)%C=T9-^->[M&P.0/KAY\,B1`WM\WAZ6*RWR\W.7P?A M9N$]-<-8M*SLPCN^#6-W^1]W"D0H'F0M@N!3!$&X#_PCX8]/X7^W#")_RZK\ MH-A.%,/GEZK!9)ZTX?,+U:QXSTP]FAW&P^-]W[U[F*;0/MP.;-('\7[AB:X4 M#9T[%V-\9-[?F#M<\8%^&X!_/`;K?7"_^H'Q.@JOQ.$5FB[I[,)&C87.",D) M*0@I":D(J76R@NY9/`;R5\0S]TF\;',R$]4=:TOH["(+983DA!2$E(14A-0Z M,81B[OZ*4.:.M:(-\B:R="7<)T"5\TS86=)GEUDZ(3DA!2$E(14AM4X,Z5B& MOR*=N6.,$6Z6A0ENS=Y$>'TD?G:9Q1.2$U(04A)2$5+KQ!"/+4<3+QD(*0DI"*DUHG1?.SNC@%AU&P^)VNM^81DA.2$%(24A%2$U#HQFL\R M*'5:R/G$J-E\0:8<8-K=4T(R0G)""D)*0BI":IT8S<&J/ MWY,.LS^8SSKF;] M0QS#UB!RM,6V-&N+[*PM96Z\`ZU#/IQ0?(7UJY7R[M:NT7%)42 M?5A7);UD7=9I<)KJZ1E$NUGKUR@ MW72'F3:_0J"U*EC*@@I5$JE8M1'+%,C.?"50;L6!2`74_$P$VNI=O8FVYA:5 M"J]I+Y29O6/P>?@=VR1_/#H&7]A5]84(C-Q"]F/YI;HJZ27K(H.OUV7V# M5-]\.O@\V4!?RQ8FN$VR^8`^DR@5:*^\,HF45RX1OXVRO*,0R.@`'EZ+59C=QY(>U7WSW!"YD-Y%,CU2 M:S(-.$-_R/',!`I\M>'GTDWM705%I40J6.4(5DLWJB4TLS2I9<+F02Z0M9?O MS5Y+I=>&YU!VKV;*+M7G`FDKHZ"H5`79]K]>6M.L4G89N#:B&",8NG.S"5NJ M>:*D[\;":ZO&-*,H%\A0Q6-IJ*0%*XIJ(Y8IQ)V'A30/$\C(PS8;WQX^D8?Q M=1%MR;+(1)RU-E4ETJ8J1:5$/'08^4OK5*V4AQI"T1['Q#6SK'GBTFPJI-F4 M0)J(C*)<(ET7CZ5M0J7T4AU2451+Y!#"<@FZFX0\Q=!/&H&,%4A3:>FE[\I1 M8.51I&!E$WFYM==1&%'/ZLF1$:?\L6V('E)4J"V2L M3^ZU50=F)KT4R@7:*50(I'5`20M6%-5&+%.@F2W-LY1F12%'UOJT;CBI\%KK M@TN.MTQX!?YNVH6#C3W\N8RC/MF];\+4)\5\5)%..]F!9(-C%> M71T<"J9ME31H&R?.&K!`XM1IP:*(V22@M6`QQ&PJ4`O61%PX+5@:<>FT)&&$ MMKG4I+"PG8C6@ZT7+7!9L`.C!2X+-F(,O,N"_1;CY;(D88BVN88LA84=@:ZV MA6B;RU*@3.&TX*Q'VUQE:EC864CK04X>L]R56I")8UZZ+$GH0X]KRB(/A1Z7 M!>DF]+@LR#JAQV5!\@D]+@MR3.AQ67"GC=E]E>K!]11Z7!9<$E'&-1-QY4,9 MEP77L#AQ]DX*"[MMT!9DL+!+![7@EH46N"RX;,7L!D++X,X5LXL(M>`1#6/J M&FT\GT&/RX(W(^AQS5Z\$T&/RY+!PEY$:`MR6-C#"+7@<0AZ7!:\$4&/RX)W M(>AQ66I8V*,)K2>!TL2I%(^>T./J`SQT0H_+@B=.Z'%9\-()/2X+'CRAQV5) M,*E<WP MVOS[T+^VU\$[-R\X^)!/(`7I^:\M^!\C?V;RGKH1/YY@+T[>";^*:?#JY2_A M_-)UH_R#53#_SN;Q_P```/__`P!02P,$%``&``@````A`.N#+;41!```]@T` M`!D```!X;"]W;W)K&ULE%?;;N,V$'TOT'\0]&Y* MU,4WV%Y$UJ9=8`L417?[+,NT+402#9&.LW_?(44I&EIQ$C\D%G5F>,[,D#-> M?7FI2N>9-:+@]=JEQ'<=5N=\7]3'M?OCW\?)W'6$S.I]5O*:K=U?3+A?-K__ MMKKRYDF<&),.>*C%VCU)>5YZGLA/K,H$X6=6PYL#;ZI,PF-S],2Y8=E>&U6E M%_C^U*NRHG9;#\OF(S[XX5#D+.7YI6*U;)TTK,PD\!>GXBPZ;U7^$7=5UCQ= MSI.<5V=PL2O*0O[23EVGRI??CC5OLET)NE]HE.6=;_UPX[XJ\H8+?I`$W'DM MT5O-"V_A@:?-:E^``A5VIV&'M?M`ERF-7&^ST@'Z6;"K&'QWQ(E?_VB*_?>B M9A!MR)/*P([S)P7]ME=+8.S=6#_J#/S=.'MVR"ZE_(=?_V3%\20AW;$RR7D) M.\%?IRI4#8#T[$7_OQ9[>5J[X93$,S^D0>PZ.R;D8Z%L72>_",FK_UH0-:Y: M)X%Q$@%-\SX@P3RF\?1]+U[+2"M),YEM5@V_.E`>L*8S&T0/*F2%Y7P&K5EF57BL$869.`@!"+UM;"A`2ZP/`SHL0RH20:ND7< M9Z/[CZD@,QG"?D2$G^`ZT[)1@BTG\ODEJF2"G2(?JN:_W7)<#M8IU M!+X5W\1@C(X/D-IBB[DM([A1GF*+^[%"LA:CLM0JEA7-K6`G!M.5%B7!G7)N MS_OG35++Y/[!1,HHM.-!QNQ+0;^V-=JW0@HFY\=-0C0O$]`8?%.I"IY1)N1P>8&/OVOUBV_P/``#__P,`4$L#!!0`!@`( M````(0"?&)$"I`,``!T+```9````>&PO=V]R:W-H965TWIG9>62\JWFY=2GS786W)#U5[VKI?_WM^2EQ' MR*(]%#5OV=;]P83[8??G'YLK[U_$F3'I0(16;-VSE-W:\T1Y9DTA".]8"YXC M[YM"PF-_\D37L^(P#&IJ+_#]A=<45>MBA'7_.S'X\5B5+.?EI6&MQ"`]JPL) M_.)<=>(6K2E_)UQ3]"^7[JGD30P^CG806^],Z!'8M+ M+?_EU[]9=3I+6.Y8#2EY#3/!M]-4J@<@]>)M^+U6!WG>NN&"Q$L_I$'L.GLF MY'.EQKI.>1&2-]]11,=0&"08@T2`.?H#$B0QC1>_CN(AT9!)7LABM^GYU8'V M@#E%5ZAFHVN(/*8PN MKBY>D,1"U;V43DX#=#$+JJP6:&P5(D4-@@:46#VX]@W2H0;K0MY:I5-6F^Z>'M*A!NF>`F(=`9GN M#NW"YKI7[Q&#C<+[:Z9T@]FB>^C"433BA0_%,_S4IL\-]U.DM:E)J,[XQ\6E M>/0;A\_2MWIO%"%A$-GKEYE^_]VM@*MMJ!.2&/O&OY\/)KYZ%\S@XRO"Q+>V M1@K7$-4C>'C2,";6WLH,0?+8`H:?^BOMI$!(O*7@N[UA_8EEK*Z%4_)+"V&PO=V]R:W-H965T("R6Z; MAX!GSIPY,[:'U>U+4SO/A`O*V@P%KH\@VF+#,.2?X2#E27-R8[EQX:TTI!P4F,)^D5%.W%F:_*/T#68 M/QV[FYPU'5#L:4WEJR9%3I,O'PXMXWA?0]TO083S,[=>7-`W-.=,L%*Z0.<9 MH9#? M::@Z`E`Y?M'/$RUDE:%9XL9S?Q:$,7+V1,A[JF*1DQ^%9,T?`PIZ*D,2]B01 MR.S]H1NF<1`G[[-X1I&N9(AVV*&AMKM!W M"JZ#0*X`Z_,ZB*-PY3U#F_(>M.E!\+"H"61K(:I9BGDWM'@@SBJ$N@<*ST*4 M=2PDG>387$)F8Z';*XAD#-E=@$'\B6U+5P-9!TRT#A_((^8'V@JG M)B6$^NX+5?O?5?```` M__\#`%!+`P04``8`"````"$`>&C#,M\%``!]&0``&0```'AL+W=O0\SM0]LPQ\/Q>&:..WW^\EE?OU\>-J[3M$EY2"Y5F6W='UGC?MG]^LOSK:K?FG.6M0YX*)NM M>V[;ZY/O-^DY*Y+&JZY9"99C51=)"Q_KD]]G M^F=\5,=CGF:\2M^+K&S129U=DA;X-^?\VG3>BO1GW!5)_?9^?4BKX@HN7O-+ MWOZ03EVG2)^^GW[T'WWP MM'L^Y+`#$7:GSHY;]RM[XF'H^KMG&:!_\^S6:+\[S;FZ_5;GAS_R,H-HPSF) M$WBMJC"=S341R<:>P+/:@N+1;PIB MFPKT5P&7BX!N`T\_=BP*'I_]#PA3JD"Q`L&/'A50R+Z'B&`)SUQ_X@.YGB'L M6V/8$1%/*9&-\8YX#`D-%A.(%87P"(>$I([F,^L`)*QR[%A(6A8O> MDXQ!C"`XACYNP[LD8C^+X#8$X0NOF8BK>+IU8=<]!>#)#)X(VLCS?V!AY$44 ML">`3>@9#CBQL\6C-YP=X0C5H7&4,0T7?4R%=<1U\(0Q1=!2<@T6GI&K>]W, MEIYY_,3,O.$X",T5H=FEJ'A*Z2TCDQUBD-V#[A^/FYJC41R)/6#WPK@F_,S4 M%%;*$X[<*)4807!N?5X,L4"NLPAN0Y!X"H$TFI)62L(Z6TH(LO&=17`;@O!] M'/-=#Z4OK*/X+FG%Q`C"1##:PEZW09(81\-U\["4$&2@;69$M4*29I-B8!QP MK%"VF,Y#N!5"20M)N)\&#!5CIJ4JE)4T.K)`N-4+)2T$PT(:]<3HKT;[C!FB M,!O"T#.294_L06BV7T[LT-4&_Y2KT(J!:]>W&$J(P=%HX;%"=:TKT%Z"_8`" MUEKOE'9.[9&WZ2N"DH1ST4B:&L"$V4S=T&RS"H5D)U2`V)G.17'%M^#ZC;=Z M)%]#05+F0CR&\$KFJT&]X*8XP=P0H%BA+,FYGX=P*X22%I)BD-9Z+T/%F2NZ M3I?NJX5R9-D7MT(H::$L%M(H/'I";Y:C[M:ID[C4/JS&-4?LZY$4L[MV2E6( MBD%5TPJ&FJ-3!3$><>V427`-%^/2T^W!^%:CWH+IS-9W2T\HB\%5SP44'H/K M4,:R=&+6R9,E%V8AW.J%!#B8D#J-M#3/WAX4RI*=^WD(MT(H:;O4!:A0>J3' M":Q`JB&/^_&,G=^W4ZK`PDP*+8$#81[U8S.!%4HE(-,2$+6#V#=F?G-B7FD7 M(LJ4RIMY[0VF9"XPTU>AK)F`CBP0;O5"28,;,[QZ^@KS?/HBRL)H'\Q"N!5" M24\HG4YZ4NF&2PDV"C'$@*UA3@SW6)40NM%0=TY6WA'C@.I:=]>1CT?I:MYU M%.H.M4[LI'`P\R],?FI#."E9QM_9<=!)TGT9F(=P*X1&U*Y=`4K.S#U&H:QU-*]=5B^$-!RY MG@9=A.5CFJ3C28("39\^-6H-4U87I^;I>W@X(5':;5::*4<6+8TRCA7*%M!Y M"+=":$`GQ$IK3"&*U4P6*)25-#JR0+C5"R4M]&1H!GT6H,S0)K`T6Q7,NT47 M72Q@),7A?_Q2G M[S%,W^4$V^\-,!._)J?L>U*?\K)Q+MD1EBX\N#XX-8[/\4-;7>5L][5J81HN M?SW#OSDRF!/#9==UCE75=A_$@+[_Q\GN?P```/__`P!02P,$%``&``@````A M`%Y0,-B%!```PQ```!D```!X;"]W;W)K&ULC)A= MKZ,V$(;O*_4_(.X7,`DY291DM8!.NU)7JJIV]YH0)T$',`)R%Z&QS-C#\[N\T>6&N^\K!*1[TUF.:;!\UBO=5UL;;N*KSR+*DL4/`?+6919 M5,//\F)71V!L;/!UVIP1F(,-NE/R\-[^P;>@ZIGW8-0'Z MGO![-?AN5%=Q_Z-,3G\E.8=H0YYD!HY"O$GIUY,<@HOMT=6O30;^+HT3/T>W MM/Y'W/_DR>5:0[H]>4DL4K@3O!M9(FL`IAY]-)_WY%1?]^9B97DOSH*YGFD< M>56_)O):TXAO52VR'RABK2MTXK9.EH#9VEW+77O,6SWW8B-1,Y,PJJ/#KA1W M`\H#[ED5D2PVM@7/[11:#C4IB&TLU5^DO+D(<"L8?3\P;^GM['<(4]R*_%8$ M'TKEZI)`262PI.=P.&(#G"*$>0\(.Q`YJH.LR3W\L61!*"84*UT23DA>E$3C M7$QRRE%(]R`4$#!R$Q]%$'X5K_X>372"IXIP3J%QPFT&\6PROG!4@J5U;\*L M%0KP$AH?1>LF_YN-M5$!05@TP[OR01R$._OCO,\I-%K9(LFV-"A2:1W1DOSZ M*&KCZUADDPHZ\V/8.84&NYF%E=81+"DV'T4("[5*:CG0S-ZH5#7SB]47CX;) MH,$-@MHMIF9X!$ARZ[BRTL7P`+K"TW'E*VBQZ0KC&$G(;BD*OU6A;@KDH1` M66?"BK>9WGQU7MDQ9GBQH1!>DFB?=6U'/@JXHT5&S*/0#J]>/`RL[!8SH-A, M""BYE<^ZEM,\LSB#-8)[EV9?4W.HS%.1U\,J^P:A77JJO\+SX<1V0-:[WZJF ML]@"=_UIBJB1A+->=&C90WIHM<2PM4"65">?>'IA70/J523ZP7-)."O18647 MZ6%'"PV;#*F'?M&V^T+7BF0]+,AV'+#.^G!*X:Q$YY6-9(87^PSAI4\+;*X; MM17Q5!+.>M&A94_IH55%8*MY5A%=0WH8OH`]E82S$@T6#GE#6%H1C7G4X6A% MM"I\JEV/MK+6/+,DY5E3KNUI"0+C61)/8!DO+SS@:5H9L;CEL,08;!-J%,^P M/IQAFW.@K0QPLBRB"_\6E9 MX<\"#J!PRC;,0=?=#'G/5WP^'_P$``/__`P!02P,$%``&``@````A`(!I MR[';!```KQ(``!D```!X;"]W;W)K&ULC)C;CJ,X M$(;O5]IW0-PW8`X)1$E&PZ%W1YJ55JL]7!/B)*@!1T`Z/6^_90PT91PR?='= M*?\N_%7953';+Q]EH;W3NLE9M=.)8>D:K3)VS*OS3O_G[]<77]>:-JV.:<$J MNM-_T$;_LO_UE^V=U6_-A=)6`P]5L],O;7O=F&:376B9-@:[T@I&3JPNTQ8^ MUF>SN=8T/7:3RL*T+6MEEFE>Z<+#IOX9'^QTRC,:L^Q6TJH53FI:I"VLO[GD MUV;P5F8_XZY,Z[?;]25CY15<'/(B;W]T3G6MS#;?SA6KTT,!W!_$3;/!=_=A MYK[,LYHU[-0:X,X4"YTS!V9@@J?]]I@#`0^[5M/33O]*-@D)='._[0+T;T[O MS>1_K;FP^V]U?OR>5Q2B#7GB&3@P]L:EWX[S7+@-_UMJ1GM);T?[% M[K_3_'QI(=T>GY*Q`IX$O[4RYWL`T-./[N\]/[:7G>ZL#&]M.<3V=.U`F_8U MYW-U+;LU+2O_$R+2NQ).[-X)S.B=$-NP?8]XJ^=>3+&BCB1.VW2_K=E=@^T! MSVRN*=]L9`.>.8)C02@S/OB5CW8:,#=@?=_#TZRM^0Y1R7I1V(O@SZARL"12 M2598$ZLT:ZQ)%!I8$!E5)E"-:!"P"=J`Q*T8R;?'^1UUV$M$^'D"`1]-AQY>'8S$,O\3A5IE'BGDH-(+',Z0C$.'1)SR#^#'/ MD@+QK)4\W(IY/$NN0D(C>*`P2C&/T'!@^"A!4FSB0?P8:$F!@'BO_ZRO0Q'B M5AGHLXJ)*B0T/1`Q/+P?(S1L&5+%C8?AQPA+"H00*!&X%2.X@8P@-/V9D=8_ M'7,-UT(_+A;'@_@QS9("T1!H\XJ,=&;,0XBTC+`7]3EQ/;E214A@>Y8A59%X M%#PF691@%-X.YYN+B"XYK)1WPL!?UN;&)(974"`D M9Q6(HOU.$3U+.NPA&7IT]Q7,=^0U1TA@![Y!IN=)2GX\JA=2-SQ1)<%BZ)GTN210G&X;U7@2-:,DZ3M+5"^/+/B^*P M$SUC/B$(^3%RB&^2H) MIN#]5T$AVO*4PIOWH:%WBW18\L:)"!9`.9`:ZBA0K;,[>,FB!*/PYJM`$3T9 MHP/N*SFZ. MCN`MPC4]TS_2^IQ7C5;0$RP!MBT4FEJ\( M\KYY@E!`0%6(NE7:I&G:PVL3#%A-XL@VI?WV.]N)L9VNM"\*^/X^_^Y\MF]Q M]U)7P3-FG-!F&:91$@:X*>F.-(=E^/O7P\TT#+A`S0Y5M,'+\!7S\&[U^=/B M3-D3/V(L`O#0\&5X%**=QS$OC[A&/*(M;L"RIZQ&`GZR0\Q;AM%.3:JK.$N2 M25PCTH3:PYQ]Q`?=[TF)"UJ>:MP([83A"@G@YT?2\MY;77[$78W8TZF]*6G= M@HLMJ8AX54[#H"[GCX>&,K2M(.Z7=(S*WK?Z,7!?DY)13OQ!AW&/(MG M,7A:+78$(I!I#QC>+\/[=%ZD61BO%BI!?P@^<^M[P(_T_(61W3?28,@V[)/< M@2VE3U+ZN)-#,#D>S'Y0._"#!3N\1Z=*_*3GKY@R0&.$,(<5N$/8@<=4&F MWAKKH63D@F[>4$Q<2?&&Y-9(',Z1PZDR.4E,XJ05MMU*"23.XUEK$6R#R=ME M+96ES55%\9["X85EK+PJWM&%5UJ7(41O4(!W;")7-&LMFNHZ2)+(IW7L61*E M[OS"L>=)-)G9?T;L8,.!L;#[^=G5FK&BO1VPVM8\2FR0VI78%J?CZ!*0@WP[1![GIH:EU46& MFO"HUEJDF6^\#=_TQDM5>253]`IYM=PDT=3$['#*%]2[M2Q.:1UP7B+6M:M% M'>H5,5Q)Y%5_TUK?F M.X@IO'U60GM&->Q!9A["NA.93'I%O''MV=0_>84GF$67-+B0\HGP=MVZL5+] M@MA75I[-3/WH7>]$?7E:2^DS=<5>>/;<2KG+*M^-=UCULV*SPE$:9%:K^OLU MMTY#1^L*!A>P['YDE74>G!M8X^K>1G<$-68'O,%5Q8.2GAJHN12.OAG5/=5: M]E2J*S(&Z'1:=,#?$3N0A@<5WL-48(%+DNFF2/\0M%4O]I8*Z''4UR,TKQA> M?SA_8;"G5/0_9-MEVN'5/P```/__`P!02P,$%``&``@````A`%GHNQ)B$0`` M5X@``!D```!X;"]W;W)K&ULI)U9<^*Z%H7?;]7] M#Q3O'6(S)5224V*>Y_F-)B2A.H04T-WG_/N[C2S;&HZ6TK&'O_X^O*=^[4[G_?'C,>W=W*93NX_M\7G_\?J8GDWKW^[2J?-E\_&\>3]^ M[![3_^S.Z;^>_ON?A]_'TX_SVVYW29'"Q_DQ_7:Y?)8RF?/V;7?8G&^.G[L/ M>N7E>#IL+O3GZ35S_CSM-L_7-QW>,_[M;2%SV.P_TERA='+1.+Z\[+>[ZG'[ M\[#[N'"1T^Y]-XVGQ_I^W^V\MMMD+[^H5R0W(9OJ+Z-M]G[C.D]/3P MO*O6Q^OE_&Q]_-W?[U[4+]G0_>LCV^ MTY+H_]1A'PP"VO;-W]>?O_?/E[?'=+9PDR_>9CT_GTY]WYTO]7WPWG1J^_-\ M.1X6'/)"*2[BAR+T,Q3Q\C'K!M%/ ML2[>S5T^GRO<%=VWZ#Y4H9^ABE_\NHI'_<9;-^C`/VY>+^HD:B(A<_OE7O)R M8FWBMOF#SO9$V_BT6G'C%+W;^^P76MB/!DT\:OY@;#=>[O8K M@\8731/\(E3^P`47Q`R\?#[@Z;)BM&7C3LJF[OY:D=E M14?E_J]!G!.#./A%M$W1V=\9GEO7O*MN+INGA]/Q=XKV(J1V_MP$^R2O%$B' M21?&591]E,';`&M(THH,S&@HV'`Q."U2[%X^$9: M8JS&6F*LQI5X:,8KJFP+TP,E9$>@3E:WH(U7)4B9N#!D1.#H&*@5*&7M6`D%!! M%JH9*$6H;D(4F8:)* M3GCYHA+:?0.D+6N@0UFE!8<&1&G`D8[HFS76H:RB,]$1TKF5^V%J@`J>,@QG M1B@O*\T-4/Y.6=S"!!45I:4.J+=*`L\CUX6JY0'T7:.`" M#5V@D0LT=H$F!HA.'P!6-E*JEK"4/,Q52M@L214\9>69L)Z=$G:T4\*B=DK8UDZ9K*P9 MD)F\K%-.9F9.;F9.=F9.?F8F0^<21XQ2$M.9%EL2!R_+2:Q5*EJEJE5J6J6N M51I:I:E56F$E^B#45@L=M=!5"SVUT!>%Q&>'?%$Y\!VX0$,7:.0"C5V@B8#$ MQZ"I6IBIA;E:6*B%I2A(K:'LHE8"$DM>JP7&M$I95!+*VFZ4B>&4]'&NH.Q' MF1ABT4!@8HC%%3'$DDI:OS(Q[.R4&(IV*AJ>B2W4EQB-62L5#60K%8UN*Q4- M^0254_=OS.0#G8J,0%TO)0F=;+4E2?"RG"1:I:)5JEJEIE7J6J6A59I:I156 MHN'25@L=M=!5"SVUT%<+`[4P5`LC44AT3;ZH['3'+M!$0,*34[4P4PMSM;!0 M"TM1D%9/R<:5@,22UVJ!,:U2UBJB^Z,N8:+[XXKH_K@BNC^NB.Z/*Z+[XXK6 M_4SK?Q8-`&G;E:YAT:BP4M%025)WZE%3-'ZL5')020ZD"Q::`W/YZ%-5\#)= M6$Q&6,%3@K7,(4KJZ/RG0E0@485$#1)U2#0@T81$"Q)M2'0@T85$#Q)]2`P@ M,83$"!)C2$P@,87$#!)S2"P@L83$"A)K2#"&$>PZAFW'L.\8-A[#SF/8>@Q[ MCV'S,>P^ANW'L/\8-B###F16"TI)33=7:$F=./\5O/R8IK-I40C3Q5'E[$>9 M0[:DAD05$C5(U"'1@$03$BU(M"'1@407$CU(]"$Q@,00$B-(C"$Q@<04$C-( MS#E1O%[CS]Z&_^0S>0NHLH3$"A)K2#"&$>P[5L$JV'D,6X]A[S%L/H;=Q[#] M&/8?PP9DV($,6Y!A#S*K":6L#N[&3-S:(JY1!&4EH_/WRK%RF4.VC(9$%1(U M2-0AT8!$DQ.%JX]S9A^WH$H;$AU(="'1@T0?$@-(#"$Q@L08$A-(3#G!>\;/ M\ZZ1`W:61(I&9`Z7LX#$$A(K2*PAP1A&L/-8!:N$W@M;]C[/A[W\=H`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`4:&&!EA M9(R1"4:F&)EA9(Z1!4:6&%EA9(T1RG'N2(N1*,),RW:8C9WIP(W\BT\4Y;X_?X"]=F,S? M:T?DG+)L=R44LB!5C-0P4L=(`R--C+0PTL9(!R/=$.%Q'YY3DP^$>Q)"^UK] M>*:/%S3`R!`C(XR,,3+!R!0C,XS,,;+`R!(C*XRL,4)9#KU&68X9!T-2EF,= M!TM2EF,=!U-2EF,=!UM2EF,=!V/2?%BL(ZQI"3XZ/L&T#(3-YNHGZW+'J*9[IL_P M/:S2Q\@`(T.,C#`RQL@$(U.,S#`RQ\@"(TN,K#"RQ@AE.O0:93IF'`Q)F8YU M'"Q)F8YU'$Q)F8YU'&Q)F8YU'(Q)F8YU'*Q)F8YU[.:4,YURV)KIP>O*F?." MIQVG<\J:Z1"I!M]G9#\K6,-('2,-C#0QTL)(&R,=C'0QTL-('R,#C`PQ,L+( M&",3C$PQ,L/(/$0LGX(66&4IJ7B&STDK+++&"$4Z-`E%.F8J#HR#(>G4.5Z6 M@R7IS#G6<3`EEH,O*=*QCH,S*=*QCMV;ACI8V2`D2%&1A@98V02(OP8W'0% M88I%9AB98V2!D25&5AA98X2B'%J-HAPS#GZD*,'H+@K] M"!WK"%?:=!Q<22?4\;(.]6`ZF2W6^70S M)=:5KW,M!X]9L5_=K&"DBI%:B(07M'*F"09UB?%RILANR,Q=P7!1JXE7IX61 M-D8Z&.EBI(>1/D8&&!EB9(21,48F&)EB9(:1.486&%EB9(61-48HUJ'=*-8Q MX^!)BG6L(UQIBV/A2ALC7&EC'%Q)L8[7V<&7%.M8Q\&9%.M8Q\&;%.LV'2G6 M_6#RDB76KZ^KM[[XRA=BET/*TA\5C%0Q4@L1'NNFX_"Z1)CN06A(A&G'T,0K MTL)(&R,=C'0QTL-('R,#C`PQ,L+(&",3C$PQ,L/('",+C"PQLL+(&B/T/!`\ MU]#!C,S!C)WMYI0#/9B59`MT/FM).4Y7OCFW[-OF-ETGAU8P4L5(+41XH'\S)SI?%PO2 MD%7,F0ZWJ(57MXV1#D:Z&.EAI(^1`4:&&!EA9(R1"4:F&)EA9(Z1!4:6&%EA M9(T1RG0X,IF#'RG3L8Z#(RG3L4[=@1&FM.5^TT''P9;T@">\S@[&I$S'.@[6 MI$S'.G9SRIE.:9W,='%UU`_JRL%Y7CLVYY"E&RJA#D_8K''"3%5B^/<^*'?5 MU"0DFS6=3ZE+#'T+K^%\2D-BC#+-$+%L5$M2\8UG;MHR8]IO=/"2NACI8:2/ MD0%&AA@9862,D0E&IAB9862.D05&EAA9A4CH`M/H74N(YYNF`E.>0\-1GG.& M+RMG<@'E>9*Y,W[5BG"EQ0>4YWA]A"UM.L*6-L;!EW2,CM='&-.V+`=G4I[C M93EXD_(SFVB9T=4/+Z<^W:(5YGSF^[W:6ZN6R>'@Z[T^NN MLGM_/Z>VQY\?E,QT9WNBG#KM7A[3=#VE%#R$G![=%+TA?*5.K]!#OO57RGZ) MGMZDURM^B9[AI->K?HF>Y*37:WZ)GN>DU^M^B9[JI-<;?HF>[:37FWZ)GO"D MUQEM@*E>\4KTC'6=KWDE>F:Z7F]Y)7K^N5X?>*6AJ;[R2O2(>.(S49.>GQX^ M-Z^[WN;TNO\XI]YW+]0?MS=%FFMPVK^^17]#:.DUC$=F2;TO[[7=N0`45;7Y+XWG// M/??#6=R]R`X]GMDD^P]=)*:[:Z_85KV0+$1 MG7"O@10CR>9/C=*&;CJH^R4;4W;D#H&UR6^S^;K,2;+1>C/+\'W]N0;V5;O/QE1?1&*0[-A3'X`&ZVW'OI4 M>1,$DS?1CV$`WPRJ>$UWG?NN]Y^Y:%H'TRY\"-,=9((GDL*O`%1.7\)[+RK7 MEG@T28II.LKR`J,-M^Y1^%B,V,XZ+7]'4':@BB3Y@60$,@_^/,EG159,_L]" MHJ)0R0-U=+DP>H]@.R"G[:G?M6P.S+Z$40J=9-YY[[T!`V8+UN=E-LGR!7F& MKK`#:'4`P6M`C"#H*\=9S(;-+&0=(;)I7OSZUG.6` M0J_D\%:H_J2,8GQ1R"IBQB>8Z5!&:-GZ7X@S$4!R182WEAB4#[W,BMOB/, M7MC7<+6"G0P.V/B>-OPK-8U0%G6\!LHTF<**FW@YXL'I/HQRHQWL>OALX1_& M861I`N!::W<\^.LW_!67?P```/__`P!02P,$%``&``@````A``"H$YXY`P`` MZP@``!D```!X;"]W;W)K&ULC%9M;YLP$/X^:?\! M\;V`"=`D2E(U5-TJ;=(T[>6S`R98!8QLIVG__?"SN M7MO&>R%<4-8M?11$OD>Z@I6TVR[]W[\>;Z:^)R3N2MRPCBS]-R+\N]7G3XL] MX\^B)D1Z8*$32[^6LI^'H2AJTF(1L)YTH*D8;[&$5[X-1<\)+O6AM@GC*,K" M%M/.-Q;F_",V6%71@CRP8M>23AHCG#18`G]1TUX'P[/2CKL`/[I6DPKM&_F3[KX1N:PGE3M61@C7@"7Z]EJH>@-#Q MJW[N:2GKI3_)@O0VFJ`X];T-$?*1JK.^5^R$9.U?`]+4K9'X8&0"-`_Z.(BG M*4JS_UL)#2,=R0.6>+7@;.]!>X!/T6/5;&@^@1062GBOI%H'K`1(7U8H0]$B M?(%L%`?0^@""AT5-7$A^"9)93`@<+!$([P(1)76)3&-[7G-='R`F68I]/I0X M/B!U%WPH*51D$$::I",G!I,,,+9J>N]HKS[*)S)1VG?Y3=4C,'!)'YTHZ M55]VK M.^I4!>O>7%W#@4S3<2/`1<&I5TP1S&XQ-W)+ M^);DI&F$5[!=!XT9@V$K-3MMC>9PX\&*&;\EWS+>T$UY# M*C`)%&!6N5E6YD6R7E^Q&R9A]^B_-7Q4$+A*HP#`%6/R^*+6H?U,6?T#``#_ M_P,`4$L#!!0`!@`(````(0"1Y2-V/10``.BK```9````>&PO=V]R:W-H965T M0>7[V.;&CQ5G%W0/,_SG>(HL:MM M*R4IG=YOOW^*A$R`-#ZD<]%N__JT.`!K&00)Z?-__GE].?M[L]L_;]\>SH.+ MJ_.SS=OC]MOSVX^'\^FD]NGV_&Q_6+]]6[]LWS8/Y__=[,__\^7__^_S[^WN MK_W39G,X$X6W_YU?9!?=S\N]S]W MF_6WXYM>7RYS5U?7EZ_KY[?S2.%^YZ.Q_?[]^7%3V3[^>MV\'2*1W>9E?9#] MWS\]_]QKM==''[G7]>ZO7S\_/6Y??XK$U^>7Y\-_CZ+G9Z^/]\T?;]O=^NN+ M'/<_06']J+6/OZ3D7Y\?=]O]]OOA0N0NHQU-'_/=Y=VE*'WY_.U9CB`\[6>[ MS?>'08U__<_SY^_G;X>GA/']]4;RYR@>YXOG9U\W^4'L.WWM^]OAK?]B^ MSB,HB*4BD5PL(C]CD:!X4<@5;V[_1"4?JQ3>57(7-\'57?[&?U>$/!Z/_-2[ MDKO(W1:#XO4?'-!UK"(_M4IP<5LL%JYO_V!?;F*5NY-*_NJ/SVT@;1^UT/MY M^1=-)(T?R[P?4SZX"`I7?W)>`GU(0>*8_D5_T<>4DS:/3_"?[TQ.3LCQS.3? M^]V_.#-YW>_RB1.<_],SD]?GMQ!Z]4^==!FY\NCFROJP_O)YM_U])ADIOMO_ M7(>)&]R'RK&/8S.>G"T)\QCB*N2%E1]BVKV4__XB/?_V\^7?$A:/,56*J214 M*`0F5,Z0RIE(Y82$N1)NOYJJU/2V-%+7A<0>%@J6$(^5!F=$/VFL:TRT84/1::: MT!HS7?CP+7--Z+[R%)#^ETK77"]2^E^G&@FT;9:2NE^+)(? MM:9Z[\9Z#U2ZVRK=;X]_U8Y&2O5;=>JX)Z%3+SU5=*]T[9'NJ-&?T./&WKOE M22G=#=6I'YX@W>F.0P%)C%-L2"`F8T.G0U@^IH-6*)TJ[V=03G3!;,1R!F6U M4NGGX%8>S-((W+H1?,T#].0?50C1L89B+F= M209A[>\T`S%%9AF$)3+/0$R119H(BK=7)K1,0U;'6J6)M(Q26=2UU?V4MFBR MKQ=3E+9H@K+V26F+)A'K!"EMT00C.VXK:9.:E!4:*L.DME"61>U=RC"I+9-A M4;N?JBR'FLVJLAQJ[TV61=.MD>%1H_TODUDMP\]D5A^'>')IJ#,[?-G,[%2E MG*I44I5JJE)+5>IQQ6C7&ZOW-WR@I@_4\H':/E#'!^KZ0#T?J)\)6?U_X`,- M?:"1#S3.A*SN.\F$K*N#J0\TRX2L/]-S'VB1`16*EM+2!UIE0,5;.T^5%U7R MHK3Q#,/<6N,0I6=F%E%Y1*54JIBNY@IXZA=`=[K^@.ENSSA:+5-$IW M.C>5ZH@JU1/5J2NZFD=Y]4^5W4'M?<_NH3:5U453?UE45A]-4D9"R"2?*R'" ME\V$2%7*J4HE5:FF*K54I1Y73LW>L`M-N]"R"VV[T+$+75UP-6W/!^IK2)MJ M8!>&=F&D"ZZ-CS6D=2=V86H79G9A;A<6=F%I%U9V0:E4I92JZ,8_-9K2C?]> MT8W_7M&-_UY)-;Y*M;Y*-;]*M;\Z=0#7&5:G7N&D,KO*K34`59E])4$9;I,[ M%4FWZ2NBL"RWJ9+!5;RU,KP409*?IYE!BR@C44&BBD0-B3H2#22:2+20:"/1 M0:*+1`^)/A(#)(9(C)`8(S%!8HK$#(DY$@LDEDBLD%"*$7:=8MLI]IUBXREV MGF+K*?:>8O,I=I]B^RGVGV(#*J<#C?B5>[W)^+4GIL*7'\YE#O.4L$'AUII+ M*$60*X:1J"!11:*&1!V)!A)-)%I(M)'H(-%%HH=$'XD!$D,D1DB,D9A$Q,WQ M9G>A>!7],^=VIZ@R2ZKD8Q'KZG&.*@L/E26JK)!0BA'VGBJS"KM/L?T4^T^Q M`14[4+$%%7M0L0D5NU"Q#973AT88AT_FV0^").X2A"];85Q,A7$$N<(8B0H2 M521J2-21:"#11**%1!N)#A)=)'I(])$8(#%$8H3$&(E)1!2C,,Y?):9:CP\( M35%A9B@4;N^L2\@Y*BP,A5P^9TT,+5%A92A<70?6M:-2**%*C)098;\I-IQB MQRFVG&+/*3:=8M=S1%;_ARZGXM>YAE2+(%;](5)"H M(E%#HHY$`XDF$BTDVDATD.@BT4.B'Q&Y0C3&O+JXLC)I@!)#)$9(C)&81(3> MT?Q%3@^'HP%M4/UDW1":HN;,U"Q1'B/]&+F.QJ;9 ME_@#UADR,F)DS,B$D2DC,T;FC"P863*R8D0>_0X]^W`>-=,',S'RZ'=$.3PI MCWXSX^%*>3B<=3Q\*0^0LXZ',Y6'-96'-Y6'.96'.^6Y=#XNMS_-S`Y7"#BF M.L+%+:G!]IWUF%$WR.F+B5+_) M:`+):];Q<*3D->MX>%+RFG4\7"EYS3H>OI2\9AT/9TI>LX[;FV9>A\L8$GFM M'],(HN4-Q@W"XIUU_5F**4??*3-28:3*2(V1.B,-1IJ,M!AI,])AI,M(CY$^ M(P-&AHR,&!F?D'#UJS7W.SF]^'[;VIKMXF%%YN%$2FK?EX4=):-;Q<*0D-.MX>%(2FG7@[Y1B)KL6"JT)T-6;->E=LZCJZEV1>-U=Y^#I_5FK#,W=')W-UF3.@O6 M65HZ=]<9,Q,KUI',1M])9C.CS>GPKV0VZW@84S*;=3RL*9G-.A[FE$EKUO&P MITQ:LXZ'097;H69FAVM]$D/L4V9':X"LH;6U$K<4?CB7)+OL]6D`;EV4EF,D MGC^+;EZ945PQD>RTQ@W5>%_JC#08:3+28J3-2(>1+B,]1OJ,#!@9,C)B9,S( M)$;T,"#L4V:/FB(Q,XC<749XSDTD*U\7!A($&2I+`\D*^U5,.$PD(8W]7T*: M&>U&U[:T'5U,U6-;'H:4>1#>9P]+RL":=3Q,*0-KUO&PI0RL6<=M3#.DPQ5, MB9!.S8-$*YRLL+:>]2H%N`ZJS$B%D2HC-4;JC#08:3+28J3-2(>1+B,]1OJ, M#!@9,C**D8]C=LPB$T,DGY5_4U:9&2KQLX%FY,]99<$J2U99,2)QC5:3N&;& MPX\RIF8=#T?*F)IU/#PI8VK6\7"EC*E9Q\.7,J9F'0]GRIC:I6/&=;@Z*1'7 MIS%UM&K)BFEKP%P*/ZJ6QM2(5%BERD@M1N*+WN/P)C78JK-.@Y$F(RU&VHQT M&.DRTF.DS\B`D2$C(T;&C$P8F3(R8V3.R(*1)2,K1B2IT4J2U,R4/1@/3\HC M(+PM[4K7`-W#E)+4O"T/6TI2LXZ',26I64=;,QZ4Z&4"YEA`LCI2^H@RTSI< MS)1(Z^/@^OK]O&8RCGK, M*A-&IHS,&)DSLF!DRAH2'G*FG4\#"E#;-;QL*3,7;..AREE M[EKKA(]]6D:1G(Y>_=B0,FGM$C#=F&DUF:[6"A_>QY.`=C%&0.?"936.@#Z^ M;CT/4D@M7HRIZ,"CA+!.3CE&'+VFPDB5D1HC]1AQ[&Z#59J,M!AI,])AI,M( MCY$^(P-&AHR,&!DS,F%DRLB,D3DC"T:6C*P8D2]TX(5P)0_&PY#R;0Z\+0]+ M*@]/RC4)N1#B-=1GJ, M]!D9,#)D9,3(F)$)(U-&9HS,&5DPLF1DQ8CD-"^`*WDP'H:4G.9M>5A2AI2\9AT/2TI>LXZ'*26O M6G\CI:?2-ZIZ>G@^LK^P-! MPJ\:AN=!&*DP4F6DQDB=D08C349:C+09Z3#29:3'2)^1`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````__\#`%!+`P04``8`"````"$`KXT?9(HG``#`O@`` M&0```'AL+W=ORY?M$S#\H]'XH M-KN;EP[;)]1UK^KNF)@X,_-,R[2EL"0J1'I[G[^?A0*R$HF53*S.1 MR,(E@:X"?OK/?W_Y_.9?#]^?/CU^_?GMZN+R[9N'KQ\>?_OT]8^?W_Z?_VK_ MX_;MFZ?G^Z^_W7]^_/KP\]O_?GAZ^Y^__,__\=/?C]__?/KX\/#\!A:^/OW\ M]N/S\[?=NW=/'SX^?+E_NGC\]O`5S.^/W[_7K_[.'O[X\?'V.1KX_?+Y_AO]/'S]] M>Q)K7S[\B+DO]]___.O;?WQX_/(-)G[]]/G3\W_/1M^^^?)A-_SQ]?'[_:^? M4>]_KS;W'\3V_!]D_LNG#]\?GQY_?[Z`N7?14:[SW;N[=[#TRT^_?4(-0MC? M?'_X_>>W[U>[TVJ]??ONEY_F"/W?3P]_/V7_?O/T\?'O[ONGWPZ?OCX@W'A0 MX1'\^OCX9Q`=?@L0E-^1=CL_@O_U_]US> MA\?/*`G__^;+I]`(4/?[?__\]@HE?/KM^>//;]?7%]N;R_7J:OOVS:\/3\_M MIZ#[]LV'OYZ>'[_\ORBT"J4O1M;)"/XF(ZOUQ>UVN[F^O8&5%S0W21-_D^:- MEOZ"'JS.;N-OTKN[6&TNKX/3+ZA=)S7\36I7%U>WV]7V-<6;I(B_2?'ZQQ31 MHV9'\3?V+O8ON=^4=\_W__RT_?'O]]@M$'MGK[=A[%KM0O6 M4H](K67I(^BK'X+X^R`/6?Q!\W\"_*]?5NO;ZY_>_0O=[D.2VCM25U:D6D1" MCPFF:T(:0EI".D)Z0@9"1D(F0@Z$'`DYY<@[A'2)*]K`/XIKD)_C*N'8+XA& M>EW$\8]B&.0Q4&=-<[,M M6V:4"7UU:;\W1507D26JA#2$M(1TA/2$#(2,A$R$'`@Y$G+*$1-5=/)_%-4@ MCY8)>TO$T..+H.V3U$MQ7426N!+2$-(2TA'2$S(0,A(R$7(@Y$C(*4=,7#&! MY7&5`3/`<_BDUON(;##U+0'=;(MX5HN0J-6$-(2TA'2$](0,A(R$3(0<"#D2 MCW6:]L3-$LPA)YVP)Z0CI M"1D(&0F9"#D0DX/KRY71=[2+/P2 M/T(ZLMHO,B'IA-4BHQP67JR.A$QD];#()*LK^ZR/"R]63SEB8AL6&7EP90J8 M<1O%!*TQFV23P*TMNQ(I[>.U0*'12P*^7A6S1R-2-_,36*_N+K;6="L2=TMG MZ`32TGJ!7BQM$*E8VM7=]F)UF?VO>$ZCB&O1DT!:]$&@%XL^BE2JZ.7FQ:)/ M(CX7;9]=R.2ST65Y=BG#7R]QVH?%#SH%GITTB4H@];].T&;>D)@7.(U`<9<@ M3&:M0#J_=6RK%RFU-0BDMD:!U-;$M@XBI;:.`JFMDT"S+1NHD*Y[@4II?!ZH M"&TPHB]M=;.]LRVQ"KDXPHE\2,)9)^AZ.S??&^R\6)U&!42G93,=0[TJANY^ MN[XH&N>@`F)Y9#,30P=5#):OBRGCJ+38/1DC-L8A><]BG%;E9Z>ZD)P7PW2" M$'LIKQ(H#W14O%:I)DEE4)N@&Y7JV%;/B@-#(]N:V-:!%8\,8:MPKG;TRP8P M9.E9`)?>G++WO)%&Z,XTTNM+V^"JL#42^GP>NP2].$`UHI@&J+MB/=H*KX-A M)Y"6U0OT8EF#2*6R;FXOBHEW%`DM;1)(2SL(]&)I1Y%*I5W?7A13YTDDG-$6 MIO/G\VH##_+%#!HA/#=MX!$R#RE"-UJ[!ON]P=:-QJ!-T*V.B5V",EN]**JM M02"U-;*MB6T=1%%M'0526R=CRS;PL'[(&C@%\+\>OR%>2S*\BNN-T&-T*+XI M'MA>I#`B+U)%:E&IC,2]9JAAJ&6H8ZAG:&!H9&ABZ,#0D:&3@6R0PU(D"_(R MBJ0E2CZ*1,@NZJ^+^%:K14IC1U##4BU#'4,]0P-#(T,30P>&C@R=#&1C%U8@ M7NSBR@0-44*P7T4H7^,S5#/4,-0RU#'4,S0P-#(T,71@Z,C0R4`V4&$YX04J M+C-,H!*D@T:U(JAFJ&&H9:ACJ&=H8&AD:&+HP-"1H9.!3*"NBM45#7G%^G^6 MMW.&0-F[&+"P`3NPC9->=UD0=75TE*1]):(,S'2]!Y8R5) MI97I[>IB>Y?_KUCUM6)4R^D8Z@5ZL>C!%KW97A0+Z5',:&$30P>!7BSL:`N[ M694KB9.8F0NS#RNLB[R'%==+YF%%*%^D7B5(*U$+I"-,DR`\!NEYK4BI8L=0 M+Y#:&MC6*%)J:V+H()#:.K*MDT@Y@0H+$2]0<8%B`A4ANUU8[C%4X2V/8I$J M4-R*Q8(PVY?#/XODOE%QC2L9[41*P],+%,NYOBAV,@?EQ?`HD%J9&#H(%`VO MBHSZJ+38/0GD!+Q8-$D^?[4LCL3(/D'Y'I]`ZF\MD,Y0#4.M0*K8,=0+I+8& MAD:!U-;$T$$@M75DZ"20$ZBP*/%:9L"+E"I"=KRE/;ZK)*5NUPE*(^G5JMR) M:U1`GDK+9CJ&>E4,\_;JLAR[!A40RR.;F1@ZJ.)L&3L>ICM1XXRUSD:IDS%J MA\UBP?1J*L8+J:L(F>$T07G@(Y1M\#5),8/:!.5[?F)>;?6L.#`TLJV);1U8 M\&3H9&S9`(95C=-,UVG1E#73!(4U1=9,BQWD2A0U#:D3=*.V&H9:ACJVU;/4 MP-#(T,2V#BQU9.AD(!N[,VLH;!V5\U*"BHRI7`>(5-[NHJUU3#C6EV4JTXB. M3JZM0&JF8Z@7**4RV[(C#BH@'7$42"U/#!T$DB2I7!H<54`LGP2:+=LHGUEM MK7FUE2#3E:-4MG%>BY1&K&&H%4BKVC'4"Z2V!H9&@=36Q-!!(+5U9.@DD!.H ML%;QNG)MRAAN4E[)&MC(Q=%#%.7LJ$[ZC\F+X9*S81AJ6)5[LXW+% MQ#Y">5J$;PSFQZ'5KA.4)6L-0ZTHZF#;":2V>E8<&!I9<6+HP(I'ADY&T0;J MS*('`QR-F1$*05^:#/]>GQ1-!T^*^*.*UT5;:T11NULK4%ZBTTB3^3S"2XFQ M+163XB"&M:Q1(+4R,700R%:EV&HYJI0VU>31N:K8AQ)6!EGK?2W97\>5A&G5 M$<+#$A>J)&6>3)0R611!;5*\UM!T;*L7*?K1@7D$;0" M:>;5L>5>I)+ERY?7D8.*2SFC0%K.Q.4<1"J6[/4<6EG)-`;,"_#L$^=)D4IKQ)(6V*=H&QQVC#4)BA?K[*MGA4'AD:V-;&M`RL> M&3H96R:`>#/,;<(S;E=,";(#<_GK?2526>P$PG2WM'W>U!:IM$1<;\OWK5J1 MT*[?":2E]0*]6-H@4K$TO()5;)N,(J"%30)I80>!7BSL*%*R^KTKLXZ32,RE MV0=4K-1>:^$;7L$E*!^D!=*JU`G*7U(12&/0)BA_285M]:*HY@>!U-;(MB:V M=1!%M7442&V=C"T;P&*Y1@$L7E+9+,LX;:WXU*3((_8B!NFE41<)<:4R,K34 M##4,M0QU#/4,#0R-#$T,'1@Z,G0RD(URL5R;HWR%/BS?'O)'?!M>R27(OL!R M4_[FJ%(:UF@KFS@;EFH9ZACJ&1H8&AF:&#HP=&3H9"`;UK!BO9\:7`J7B?9Q/P^3\$%TL5@Q5"=H%=>)U$I:4,M M0QU#/4,#0R-#DX%L:,(*X9^$)JXH3&@2E(>&H#ILAZ!MG7\K1`4T*F2F4ZDY M4:_5C1"(ZO,[!9[_2W;[431M]L+_:+=@>V.HNC;G80^ M9]?&URPV@L7X-?J&%Q4)"L\JBT,1K4JD=`BK$Y1^D+PL]U`;5FD9ZJR5U461 MF/2L,C`T6BOXM-\NW(II>3(63."V9I&A@9MQ.ZHG"(&3)E<)E$4I0?DV&4NU M#'6LV+/4P-#(BI.1LO4U.7M67\[-MQ$J.F*QD52)5-81!4)'SEI8\:`;D6RK4BI^4X@:[Y(@GN1>M'\(%)J?A3(FB\VN":1.F?>!MWD^5G0EWQ>6M1^ M&R';.V_+S1B1RMM=5%QZ)X4[&5:5EJUT"8*5[-'=%N-\+XKG*C^//8-(:8FC M;[[LK:)XSKR-K@2DYKY.4Z<`DU8HMK5S'BKU(:8F#0*HX MLN(D4K.BK:])N[/ZRRW.UHA%>5EJ%. M(+%"/32YIU8&45%H%$BL%.UZ$GY6L9$**?>2I6612JFX;@WNMQ'*MR$$4E=J M@73/O!%(I5J&.H%4L1=(%0>&1H%4<1+(J:])V+/Z];608 MI-Q&%O`B?XB0W:2\+1.O;9+2AE$+)%V@<+@17E5:ACJ!SECIA5E89&!JME57Y`MMD M5&RD0LJ:1>JU/='KF.*:"$;(C$$)RL,5H?PWW60K^P&W35`6YRY!F6+/B@,K MCJPX&44;!Y-:P]=X*N+9\Q?"U%3,[@FRNPMW1299B92NS^L$W=W&;;Y-L?=3 M)+&-B&.^7::JS4V10K5<3B>*L9PRQ^V%?M'NP'9'44QV[\H=L$D$SEFV3P+C MGK9(YTD4/R%>!_EY5M1PX"?$8CC>BQA&O"5JQD?.GWFV5[%=V,VG6$PN[M$KG-7='>JJ28]=R: MH8:AEJ&.H9ZA@:&1H8FA`T-'ADX&LK$+";H7NYBXF[$QY?+:?"J\Y4+>)%\)DA'^0IOG*E7&C4C+>M`QU#/4,#0R- M!K)Q,!FW,\86OX3BA;CRX0N4QR%)*50GJ?,_]ZF`AB":R3\"Y\)Z5?1_`1Q4 M0"R/!K(!,0FR#H\!.'U,'&H8:AEJ&-;/4L-#(T& MLO4-^:S3R_']"#WHE/K:!+F<.I-B/OP+E"ORFVA)"BE">(Z;5?DC7"MF=$CI M&.H%>K&PP1:VOBT+&\7,7)B-6,A?O8@%O!@B(I0GQ#<)TDK4`FEO:1*$6$@+ M:45*%3N&>H'4UL"V1I%R*E=DO_)C:SAHLZQH&AXQ#4.M0*K8,=0+I+8&AD:!G,J%Q,YKT@$OFG2$[$[>79%C M5UC)!44S"$0H=>]M^2YFDU1,DR%0>&1J-H*WE*,77+E=/9%0!Y'RV8ZAGJ!DN6[BUO;V^TA?H.*2SFC0-P?\)ZM MVQ]FW/:'!.6=7:#LL0ND';1AJ!5(%3N&>H'4UL#0*)!3.9/R72X+OEM.[1)D M.OOVLMP2$REUNTY0ZNSX5+I,>%5`'D?+9CJ&>E4,O=WYP%\%Q/)HS)@N<&NR MO2P6G.W-HO-7?&*W$BBO>%3,^W>2RJ"6%3N&>E8<&!J-HJV<2>VRRG%J=QLA MT[]Y[U.D\OHFQ327VT[7B((VU58@M=$QU`LD,_G&O@-5;#D,*B[/9A1H+L>& MQ>1O65@X?[N-D.G<"5+_:Y'26C8,M0*I8L=0+Y#:&A@:!7(J9_*WK'*5D+D'YM"Y0'I*HB)TB\:I)4AG4)@CIADAU;*MGQ8&AT=BRE0X) MSI+,94T@)C[YIM1MA$RWW]);-"*5US3B`U MW0L43:_7ZW+N&%1"PC@*-)NVT3`97!8-SN!N(V1Z>X+4OUJDM(0I>]2OMN^8;)DFD"`T8-V?HI?RPAY'6`CHTZP3%#9' M%\7M9?D3A4K)LVH3%-ZC6!3IY]".2^S5EBIN+XL!:U`I*7%\K403TSN3^VF# MF7&;^R6HZ#Y%JE.)E#:%6J#T91J^@RMJT:B$U*(5*.L^`JGI7J#4,^^*-KS6V6+T(6D\R\CR6I?-60(&S?BE<-0VV"L+DI4AW; MZEEQ8&@TMFQ[.),BWG&*F"!S9LOVLMC>J$0QZTL)PIZ3U*1AJ&6H8UL]2PT, MC0:R]3V3-=YQUI@@\SOGMORRN!(I?9AU@L*7],L0L+TLMHX:E9*HM&+KY;%# MI+3$7FWE)1;;%H-*28FCV#I7HHW=F=3RCE-+@4P(5N6*6J3RMA)M(?O*:E*> MC=8DTDBQ^:>Q2M<^5:&-W)G.]X\PU06;;3$PBT0J6 ME^FTF^2LEMF+8E%F,9<,F9B4.28LK(H6;_,R;5Q->JP_=^$5%(K?DAZKW>UE M$84J*9IVE!2-0W1MD2BFG&AS94^L*#:=6A'7!M4)E#>['REZ$,64,VV+47@4 M?B[+AL\DX#_0+#D!OXN0Z8L)THK420J;N?*<&X$T`FV"L/%!4: M!%);H[%E*HV#+U_IC,6+.5%A3@2UZ:S6Y9N,^T4.J=72=(N%)>[%"J7#F+Y) M@8NQ",,U6(3AXBO"\;RN8V=O97A5]"*&,JMGF!D))&$))&$))&$))&$))&$))&$))&$)) M&$))&$))&$*98T4H34J?AY)S^M5EQ+*W=!`WPA`WPA`WPA"W'"O\,JEW[A?G MWJO+A&DOAE^$P2_"X!=A\"O'"K]"'K=L,^1^!<(N\%:7$3/)V;9\Q1"N)C%U M'ZXZJOR>P"*6?OG!)N&U^>G';D*C9GE11()RS+*1=LUBW\"GF6ZU=,P*Q?$2LZ>[$3@X@G,>-JQ-)6+LZBLK&#WXN` MS"B(9VZH\+M(T^17\M4EYV."9:,/G(QRV2^?:!81R]8R\(LP^)7K%GZ%/,"- M9TP0;#Q3TH!FL\Q"VZMBAP:N)C$3SX2EIKFA=QL6+=,0[5T4:C,L5%S%MIF(N+_5L'HSCG,^TD'0;HJU0G%OLQL<592I)-7_U*Y:# MESYSK[97Y=9')I95R"GUA0J%>29[0O.*:?;8N2]WE>XCM+6,,U6X(RM[;,6> M":Z_3&+FL47,;@ZOB[P:CVT1RVH9L;/;P[9_P&&M9>AU\6R(U8P7,U/"[,RT M+H8\U"=.A/D*9L'2XN3*&2E%3<.`"SZ3*5XXX(>V,X['R0J:$A+<.9HF,/TN M!EXF+._7@N7]FC&XE>L6\0SSE+2:/)YQ_K)N1>RU>2==9&>&](2E>>>U=W;0 M4&)1V12`6J3BO=$)3=:M1<#+5A$Q,PNE:^&LRU$N<&- M$Y<-;L1L8^5)*%W"9AMK4HV3T`\$=Y&7)H=:),RK19BMO%K$6 MHI2U$[B=&[)NS_=S.6ZG>[N,VPDS356PW,>$92[@TEQGAC2ZA5OY=)B-`^F. M*^N6,R]M>39,JF8V3)B=#==%Z@KG8PGYCJQ@9@X^/QO.]TMIF%^>#--E5+:2 M:99#[WYI,A15G05PH?$RRV6J=*]\)J;=,*G^X&0XW\NDE5PFPW1?DZU/FIHP M%6A]RH.E<#^S,QD*EB9#W"I19#YX8$E-PX`[FL]/AO,]29[C<:*RCJ?)*Q]2 MTCU+9A04+!]2&(-;YR?#^38ASRUG,DPW#]DAY:IHR8AG/FFEP2]A:4BY<:+I MS'[&4-%WPPSDN1UG)AO--%OI@X*/"3-#2L3LD$(8HIGK%FZ%*<5S*TXUUJTT M_9C6R;-?Z/R8S^US3UB<_?B`EY4H:<.`V[FAPNTPY7ANQZG(NIVF)],V\RE+ MGGC"U`5T&<+@5JY;N!6F%,^M.-58MQ*&9Z-]_8K67QB9Y^Q(VP+&KHCAN6>J M:UI_J5@V=CFEGA^@YTM3G/JDRU1,?1)FAO[MNAB$<.5YG/+,A),P,^%LRD.@ M<`]Z5#43CIA#4UFB^$)]SDR@Z8(36Y\XO14++:Y/$LN?3S)7/!]:3JJ8/A_Q M)&\5+]0G3&+Z?%Z>0+%92GEVPNQ#NZ+5I(CI+Q'U*F'A:[XE\EN>0%4LJV3T M))RZL:B^4,DP16DEEPDT70-B'UJ5M^S=\N(GQ$^RJL'+*ZO/:#:90OUD:S#?O.L\B9M5&2P[L2$GETH3BO MXN4!P>!NPN;/FNQX-E]BH:$G=]-/2K#U[NGCP\-S??]\_\M/7QZ^__%0/7S^ M_/3FP^-?7Q'--7XXS_`WWQ]^__GM>_RPLGL?BH?^HA.Y?>#F7UY<;A6XE:/W M?G.U>Q_GP](BF'!FLV-OLP8S1ZG0>7]]O7N/G]P<'3#A\VV/N0$SCP:%M=`P M=G.X6>O]:O?>]2W4U"L%E7'E416W)AM$>G[`A5/[#>KN%;#=G3SY]RN$!`>, M[^!8")9[_!_GN^PN=[A_SP.1:U# M>1ZW1\:!\C"_<^V0@-V@/)?#A'P#FRX7LA@\=)<+$WG0\QH8W+\,?LX_&I?/ M#%E[\-.K`UP,<7$YE!?J[G)P,31.ET-1VU">]VQ1U#:4YW$H;QO*\S@4M0WE M>1SVUNY">5[=P_H_E.=QV+&8X^EQ8;D?RO,X^!G:)]:S_-S!A?:))1]SL!EB MAHT[YE"'$#.W/Z`.(68NASJ$F+D+RPJ]OL.ER^('K&C9=+OS8AKBX'(JZ#>5Y?3K\.A7*\SB4=QO*\S@4 M=1O*\SB\)K,++XIP[?""S"Z\+\(,W+L*]OQG<+D)_GMC/US?!/\]+OQ.C#'7 MY5"M3:B;IP+6+ZX9WM!`/C]DC'GLW'G@]:E>Y M3`TFO.7#Y31@PLL^S.`EJ%UXYX<9O`NU"Z_^,-.#"6\`,;-'#/9N#"HPEX!/"%`?C\&75KOPX1'K[&\Q)>`[%68J M,)7+U&#"IS.L@R^%=N$+&F;PP=`N?$C##+X;0D0]!A\'P6N/V:,^>[<^^.P- M7GLUQ==O\-IC\(D;O/88?.D&KST&'[S!:X_!1ZOPVFN]^UM,7?@"D&-0@:E< MI@83/DID'7R0":\]!M]EPFN/P>>9\-IC\-DEO/:8/>JS=^M3@0F?TK)O^(P8 M7GL,/A:&UQZ#;X;AM>PR^Y3`TF'$7@>8W> MZ#(XC6$7#B9@'1S*L`N'$7C,>A=.*6$&9[)`QV-P&`N>C\?L;]"#<:X%6ZO` M5"Z#\T=04T\'QXR@IAZ#TT904X_!H2/PVF-PF`B\]A@_&K0)3N4P-)IQ(P^4T8,+!-,S@9![XYC$XH`=Q M\QB<9[D+QS>R-1QKN0NG.#*#TRUWX3!'9G"NY2Z,[BJ7P6FCN]IE M<,[HKG$9'#>Z"P=JLM='#V,6+@,3@"&3'P&!Q[C!AX MS![1V;O1P>&]B($7-YSABQAX#,[M10P\!L?W(@8>@U-\$0./P;GANW!P-D<' MQX?OPOG9S.`4\5TX1IL9G!R^"Z=I,[-'=/9N='`D-F+@Q0TG8R,&'H/3L!$# MC\&AV(B!Q^!L;,3`8_KM!C'PUDRXT0`Q\!A<;(`8>`RN-$`,/&:/Z.S=Z%1@ M*I?!Z?&[<$@Z1Q3GQN_"6>G,X/CX73@RG1F<(K\+)ZT0GW-3"#FRP0`X_!A1:(@"T$=Q@A!AZ#JXP0`X_!K46(@X4PJ^>?7!U5+PS6-PJ11\\QC<+07? M/`973,$WC\%=IMA>]S*'_09]#G?_<71P/1T8-T/9H/_$]XR*61,7KNW"G6IL M#7>HP9K'X')8Z'B^X4+87;BCU+.&V=EE<"$LRO%T<"_L+EQ1?N^V4&=R;C5Q&/V<.#O>L![N[=52Y3@PD7 MQ'(Y#9C&97!=[RY<%\LZN+5WU[D,KD='#+PGAUO2$0./P67IB(''G,"$V[O9 M@SVBLW>C4X$)]S^S3@TFW/G,#.[;WH6KGYG!M=N[SF5P^_8NW/K,.N,:SD_A96XZ?%UOUEL0:$'PU/_F^&B,[>C4X%IG*9&DSC,BV8UF4Z,)W+]&`& MEQG!C"XS@9EEC<$`9G"9$]>#"DSE,C68VF4:,(W+M&!:E^G` M="[3@^E=9@`SN`P^`D<,O+P7[V\A!AZ#%S\0`R_?P6L?B(''X"T-U-1C\,H' M:NHQ'9C.97HP@\N,8$:7F@P^QH<''H-/\N&!Q^## M?'C@,?@\'WW!8_;A+38GLZS1W+T]EQJI@9>G]YCD/?R`M,W#\8(!GK'G$5XO MP#/V&+Q<@';N,7BU`$_?8_!B`9[^S+Q;.N'3+S]]N__CX7C__8]/7Y_>?'[X M'6\HXG,)O/CY_=,?X0B;^!_/C]_PYN7;-[\^/C\_?IG_^?'A_K>'[T$`PK\_ M/C[+?R`Y?_?WX_<_Y[<@?_G_`@```/__`P!02P,$%``&``@````A`.=@XG^8 M!```P!$``!D```!X;"]W;W)K&ULC)A=CYLX%(;O M*^U_0-P',`D)B9)4!6MV*[525>VVUX0X"1K`$2:3Z;_?8YL8;%+37$P^SLOQ MX\.Q7SS;C^]5Z;R1AA6TWKG("UR'U#D]%O5YY_[W[\LL=AW69O4Q*VE-=NXO MPMR/^[\^;.^T>6470EH',M1LYU[:]KKQ?99?2)4QCUY)#9$3;:JLA:_-V6?7 MAF1'<5%5^F$0+/TJ*VI79M@T?Y*#GDY%3C#-;Q6I6YFD(676`C^[%%?VR%;E M?Y*NRIK7VW66T^H**0Y%6;2_1%+7J?+-YW--F^Q0PKS?T2++'[G%EU'ZJL@; MRNBI]2"=+T''B0#\*#SPZ[ MT/O?37'\4M0$J@WWB=^!`Z6O7/KYR'^"B_W1U2_B#GQKG",Y9;>R_4[O_Y#B M?&GA=D?\DIR6,!+\=:J"]P!,/7L7[_?BV%YV[GSI1:M@CL+(=0Z$M2\%O]9U M\AMK:?53B@2Z2A)V21:`V<5#+XPC%"VGL_B22,P$9VVVWS;T[D![P)CLFO%F M0QO(W$VAXU"3@MKF7/V)R\5%@,O@U[<]BL)PZ[]!F?).E'0B>%,J0Y(J"2\6 MSXP?F7G!@4T!PK0'@`\._JO.$1M#)&/)7.=,GRB6N@0_D:R41..<:YRBD/-` MU8U'X:X/*@)U,W@2*8*[H,K6CR6*E$XJL$VA\<(P@[J:O#RZ>$4Z'X=DRT"_&CVA?C=^`+L>@BT@U`8^.0,VJ2I$$#0-OK:.DPS!:>&:_ M/L*3I*LQZ:!=>71$:HR52!'<0]4C?55DNTXJL$VAM0#W3&.?&O#RZ.3RDB(; M[Z0"VQ0:[]K*RZ-&?4?+2VID(\Q0/%P6@]?>N-@7;V,O7[WT<`1 MV*"ETB)LH(]76Z?JX.>19W1YJ@D0P`S)UT;38Z5^UFHZ/;<1HT\&*Q!)E]'V MM6A4^4XEZ8V](-6",S0HH[@K6,6G6;FY&*R#GD;2>PQ68XDEG8&8X&6_@-_U:;PQ.B0S:5D-KN M7Z,&U^2KP+0^I,67X)Z])>GLW'PL[-*;C"[I.9.`/%Z0T+`/?*&:"'K;&'SB?F*(61Y'Y(()5 M?!J7&Y(%5_J5@6L\]R3(YFI=>T]*L#6+7F/N2@;T<".1IC6U)FW6UD%/2C"R M271H;D@6:.E76J7':W)H:H'Y>)DB:QCK8667&F5H=T,1-G:.L1MVJN=^8@MB M%9QLW-!N?"(\`C776:=:B:=DT_BZH'S>'Q6;'[3E%O-[5'F0EL?/BC1GDI*R M9$Y.;S6X!8)1U:_R`)^@#9P4^8E0!>!8?"`^4=H^OO`!U/]>]O\#``#__P,`4$L# M!!0`!@`(````(0`6F08V(P<``(\H```9````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`ZG=#FEQRE]3AE$2F8OADFS M+V,>)4@<\YA3)IPRY909I\PY9<$I2TY9<"24"HF5P!JIC4;G\R: MD?"IM#A%YY0VIQBTS0/M\D![!$H5 M73F[Z*@Y5721P!0=I^B2.1*89.84G5/:G&)P2B=2/I,9"CTH]*$P M@,(0"B,HC*$P@<(T%K*R>Q9#\:5V#H4%%)906,5"UH'6,10?:`.%+11VL9#E M=Q]#Q&\J,1^G;WN5XI@_=4,(9*.R7T!6!FT4$)'B39*&"C1 M08DN2O10HH\2`Y08HL0()<8H,4&)*4K,4&*.$@N46*+$"B76*+%!B2U*[%!B MGT6DBI,\KF*+,[Y7IW)#)K<12;V1Q3A8/#5#Z#EX,%12%7"1;87FI\`,%M9Z MJFE)T6KL!Y1VFX75JJ(6V0]8^1HL7((Q=4)KQGFDBQ(]E.BCQ"`DPJ$K*F!@ MAVC[$4J,46*"$E.4F*'$'"46*+%$B15*K%%B@Q);E-BAQ#Z+2%4F?8G!/*R- M*Y/*Z.(@2,='.GB2`]'^C@RP)$ACHQP9(PCDP0)7TB#LILF M9E$V!:^>9S@RQY%%@@2%!>IJF;)6:R#*56+^,LHUCFP2A(8`[\^V*6NI""+< M)>8O0]AG(NG*I&^#F>4J?,I#MHD(+I9@6=F,J,P*#1UE(#KNI8TC!HYT<*2+ M(ST/(`$>&.#+"D3&.3!*$IJ4&4G^:6+_,NQF.S'%D@2-+'%GAR!I'-CBR MQ9$=CM#]6+30Q/41EFRXWRK<&72SW+/5LJY73SHX[W?RN(?>\R5JN,^KJ=;) M!A[R7!?HNEHG.VEX?4CWA0GTIE9O!MNW@)^65F^)=%VKDU=+5.I(M%Y8D\K';##67A#]]Y!'M3WAR? M[`\+OE[(QC^+[%0BSV=DZ>0X?OR#'B#92OCZ%P``__\#`%!+`P04``8`"``` M`"$`T/D^;-@L``"NW```&0```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`W^47R,_1(?<>MI)3YBVR06JXDD*HE41&HB#9&62$>D)S(0&8E, M1&8B5T2NB=P0N0U)%`OT+!2+W<5Z:Q@93\3@SCCNC[&G3];&]'+K[;./38K5 M9`T&D8I(3:0ATA+IB/1$!B(CD8G(3.2*R#61&R*W(8F"@3Z;@F'Z;]OW<<=E M['%C(+_5\^BX+F/GGYS52_%93=;X$*F(U$0:(BV1CDA/9"`R$IF(S$2NB%P3 MN2%R&Y(H/@A%&!]Y?AB\A$&\=[)DAX=@&)CTKEBM)%U)I")2$VF(M$0Z(CV1 M@=W@V.N6;#?+T-P\?@LB)9&*2$VD"4E4 M-D18*YO!<=D<.?BR$2F)5$1J(DU(HK)AY!.6S0V#SLPP_^GCIP]_G![0.+.U MJS?F<9D=669IRW"FL.1BMXR1-N=9\M`M*465IDB&3#6E:-(4V=J=1;7#3""L MG=R+!L>UL`1S37\O'H^'-5-;,9?L>%AJ=GZV249_I[W)#^?) M/5Y3NN:U=%$MS:Q%J^;"XWH*0EM=RW,\)@_KPEEA.6*I:79VK'Y(8E)*3C[P MU9H,@[HU=ZXMIVQ>31G7UPP:@[&[A-4,SI.X.A0%-CL_/T\B*V;GFZ7":8L5 M.0BLH//PN:K4U19IXU,VKZ:,ZVH&95I=W6!MN[:UDQEJ'L45=_:UA6[$S MD^!NSP[5#U1AEU487(MP/[\<7$K9K!=\+F5<83/PT2KL!D1AA2U*@YNTU,(, M?>"7S;GMD0X79[ODSB[%Q(>I$O1:@%WF/F7S:LJXOF8@$=1WZ8$W%V?H@)\; MT9EI>]K.+8H'$^?G25P+EQ)FZVB"4<6H9M0P:AEUC'I&`Z.1T<1H9G3%Z)K1 M#:/;",4Q,L..-$8OC;F-9B/D.T(,NI-F=Q(SW#-K?YD\&PIOXT/F)-^FOC9+.B MF'K/HDWX%,S.MTF?4+B46SQ7?)^P27J%TEM),Z[DDKYOK[V5SPN73(9[C3>3 MS%I&'>??.[2)1QSIVL+`*4>??UBR+*GFY,VD9'.$X@"907,0H+4EN\%T>,M; MM,53$+C^<=#L'A M$LC"H0WR%U:*F2]DQ:@6Y#-K!%VN>;6"?%X=HY[1P&AD-#&:(Q1[RDP#E*9I M.H.DFQ#D;^/"H9VO2)SUN*1EY]U:,:D&FPY MBSF4/ES2::F8Q0_/73)E*\4L?%1M#TD;KL3*NZH6%"6D)XY87=HGSL79(7D& MMV+AL^X8]8P&1B.CB=$;6"?,*.4<]H8#0RFAC-$8H=9>8TVHUMYSK1C6U1VH\FW59A M!GGP)^Y/W_]AR)2.AIQ9E)O27-TUO:MJ-2$WU[44IG\]X/4.:JZ4=2=9^ZOU MC`9&(Z.)T1RA.`IF=A1$X;75=;.2E0X'+(JZ78LN?>=9NH1[WQHKAX)!0RW( M)VPM0S&AB-C"9&/UJOTN:4"E9^8%I)OQ;)-T\*WDX[/N&/4.;?"$,BW_ MXBPI],!I1D$OEG`2*UO"[?X,*\/!?TEQ9S%?BAL'RTR$_DEKMQ.GJ"]R[$6Y#-K!/G[I!7D$W:,>H>,^Z44 M`YN-@OPE)T'^DK,@=N$VF5%1A_&?#W]B8H4F8!=I%OMXIB7(W^2%H$M?QU)A ME3"?M'8HZ$4:1BVCCO/J&0V,1LYK8C1'*&J%VV>F6@M/7&5G7QLSWEC']'BF M);=6X9+*%.*PVUX>DMNB=#:!HRI&M2!TL>L%>1+AK-PD8G\\RP[!#9G^>MA* MICZZ':/>H0UN-[T#X32CH!>+.SDK5UR\[[G'+XK^O\2;LV2JM/YG)G]8F4T? MBPZ9T,G]6*PLF(XX%H7%S1N]NVJQ\@V_<2A\,(J53]@QZATR?I:2#6PV"O*7 MG!P*+CF+E>*K:.9F?I%V/0+/W,Q2HAT)^T:'5IY,(0IG9M9CE@9RGNW2E<)2 MLO(NJ!C5@L+;2FGEKECNR7@XVR?W5"OY^*MUC'J'Y,FX.]N%-\MY.O\>.(M1 MT(L%GL3*%ABOG29+#;,8*-%"SO[1&$3+\*13LBBB&T6V$XD>NF7*M`[^@==NI6-`3GC`.-DTYFA[B%XETLNG-?"#6E((JMJH9 M-8Q:1AVCGM'`:&0T,9H973&Z9G3#Z#9"<2#,U$T+A)W218&P"`\8<6>Q)50R MJAC5C)H(Q66,IG1!8^$I'3JWI7?TG5#!J&14,:H9-1&*RQC-9-8^Z-FWXK8\ MDQ'DG^^%0\^_&,=I*DJ3K"+6G*:A-/XY%=5R%TTV?"06'C^4'#(3];7SY/?C MQ`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`KR)9PVQ@$E_M5BR6J\7!?V;Z>L'35X>PP"RMJA#DBUPZM,&[&V)6.88IIZ": M4S9K2I];RV:=9.9_HNX%^9^G!D'^DB/G-3D4%G;FE%><\EJL?"EN!/E2W`I: M2A'[W4QGE='AA>%)3VN1&?2$-UW2-@N7$H]I<7+ID/R\NLFRXT4R`Z@X6DXJCW M^3[II&9.=L7H6M"+E;AQ5JX2^%WYF,SK;R6?I=QQ2WAFF0&KF=02+$)+D!`7 MSBJ*NK4RE1>SBLUJ1HU#X2^L+9MU@GPQ>H>"7U@'L0HCY2LPL+.G/** MT;4@7XH;AX)2W(J5XG=TJNH=:'AR!UID?EH+[\`DQL6%,_/5*QV2GWXWF^,Q M;8@5)ZL9-9*3>TWID/Y&VG*:3E!8;N4.=,6VO[X>-F?)[]>#9./K-3*:')*J M;@^XC^/'T,RIKAA="WJQU#=BM98ZW1CE5BR4T">K*3(UOU@73>3&.3D4/?2L M%7[D$*O2686_(U>2TIO5C!I)&;S^U+)9)\@_>WM!_CD["/*7'!E-#H6%G=GL MBM&U(%^*&T&^%+>"%+^;I0_MH6=X<+;8\]`ZT#CQ(/KYB(Z/)(5_7;+_W MO]=6\E&"GRS-T!MXR888%[QDXU#T_+-6 MT?//(O2UZPU:N91[_["H)3/OX<:A^/E'%^@DI<^L=RAX\@QBY?,?&4T.A86= M'0L*>\4IKP7Y4MPX%)3B5JR4>"2K-FLGR*LS%Q8%/5[!J'1(ICW:"\"5)/.A MJ05Y/S6,6D8=HY[1P&AD-#DD9;]07M&:)9DO^Y4@7_9K1C>,;B,4#0__\;M+TBF?Q.REWUV\S3K.8%0Q MJADUC%I&':.>TH9S0P M&AE-C.8(Q8XRT]9@V/KB4OFE,4[Z8XL.>(JN8T)\P)HNE;N4P;"E%'0>)N6E M-_[N$^J M7'&RVJ'E,?[\5\YB93^I-JMAR9.C%0O_$GS'5^L=VF#GG:60Z3M$`Z<9)6=X M9G4)35TFL7(E/,NBMVEHG5O,E^+&P7IF$G[)DW"'$"QI!84@WR.5#F&5O,+5BX4O4,>H9#8Q&1A.C.4*QO\V<3_.WG0M&_K8H7!_"QV!+"'Q-2H>, M;Z6%56Q6"_+K*XT@O[[2"O+Y=XQZ1@.CD='$:(Y0["DS,]0\97CR%+0H6=%) MWT@J+IV9KUWID+FQ31K4CH4]9EL5@OR'5CC4-"! MM6+E\^\8]8P&1B.CB=$K!;W<98K5NL"]2[)NQ<*7J&/4,QH8C8PF1G.$8G\GLRZ:)R>K M>WN>C3D4=J6"?`U+AS;8=TTB6+%9+2CH2@7YA*T@GW_'J& M?&8ZMN?IF$/)X'63](F%F/G:E0ZM@]?MD?9.K#A9+>CEKM19N:[TL#M+2]1* M/KY$':/>(3.J,GTR?0XX<)I1T(LEG)R5*V&V/S.OW_O_DK'V+)DNQ8V#9:9T MP7/OU>9NIX#AR&%O43BH%>3=4SJT"=XCJ]BL%A1VT#;_J(-VE_3Y=Y+0HWZ] MI)]B#&PV"O*7G!P*+CF+E>+"9+)&+DQ6ULS,R0XI_/0$*VM)HS^)&?J7=1:3 M3"L+;R-=2,FH8E0S:ABUC#I&/:.!TB&T6V$XD;_S(P-FZ.D M@SV'HL'>\9#<7X6W\G&P>07#EHJM:D8-HY91QZAG-#`:&4V,9D97C*X9W3"Z MC5`#(*M"AD%RZ<5;B6Z5#PJU3%J&;4<%XM6W6,>D8#YS6RU<1HCE#D._P`%=V- M]!Q+1KZ+?7R7"O*/TH)1Z1#6J9=1$1W_4'D#Z4YK1@WGW'HKEW,2SLX;2,X] MHX%S'KV5RSEY!$S>0'*>(Q2[.IK4^4WJ#CRIO%:G5C)M1(7]J+[:PV"_+5&02]>:Q(K>ZU] MNA@RB[Y<*XY--`$,8L,3O8-%X41/D"]P*0V,1D$^KTF0SVL6M.05.RJ:YP6.XGG>P:)D%)7^;B16OMBE0S+/25]< MJKPN=UW-N32,6I_0W,\XX2)^PZ_SNF3<MX*?"XG0Z%D[*#FR&%/3%-FDIG%$ M`Z.1$TZ,YBAA["@SQ=(<97CRR+(HZ5^3M=/BX*R\"TI!=ED+VTS&+:CRND2V M%N1S:1BU@I[)N/.Z9-P+\AD/C$9!DG'2YB>O2\:SH"7CV,71'`I-RV["\^SK M/0>>6SD4=9_6*AA;ER]4UI.V#'J.:^!\QHYX<1H MCO**'1A-?H*;F2<_!X?"FYE0Z:RPUB,NJ!C5C!K.OF6KCE'/:."\1K::&,T1 MBAT537X"1_'DYV!1U+,8+!>+@Q5- MP+ZC6^")F9F1F7F]'Y<4@GSE2H8V2T)=K$N3SFJ.\(@<>HUF8XL!D-7&QCQ]I#@4+(P6CDE'%J&;4,&H9 M=8QZ1@.CD='$:(Y0[,!GYE9'GEL)\K$J&)6,*D8UHX91RZACU#,:&(V,)D9S MA&)'/3/1.?)$QR'3:M?N\9AN`U\XJW"MQ*'@>5XQJADUG%?+5AVCGM'`>8UL M-3&:(Q3[+IG[O#;Z.?*<2%#P4&=4.O3\6HDWD!ZN9M1PSJVW>F:MQ!M(SCVC M09#O84=!Z_I.,M&?O('D/$"?(?3"GKQTIU8?=^E>S'WEQX8C8)> MO/0D5G+II)JSZ,NUXLB929,R"SL:GD3.HO"9[ZRB,)%5)59^Q:(6Y)W<,&H% M^5%&)\CGU0OR>0V,1D$^KTF0SVL6M.05.RJ92\GO($>>,SGTRDJ*6/EBEPZY ME10:/U9>EWNRYEP:1JU/:/J1+!TK=EZ7C'O.96`T^H0VXV1./GE=,IZC7&(7 M1[,M3!->F:X>>1;F4/"+7B$H]+--B'?RI%25LPI0[1!^\1&KAO-J.6''J.>\ M!LYKY(03HSG**W9@-`OSVP/BJ&.ZF2T*Q@&%LPI0Z1"VHA075(QJ1@WGU;)5 MQZAG-'!>(UM-C.8(Q8XRLY"UUPL<965];* MW?*;L^03QYHS;ABU@M"NGW\V=L[*78N^,.TE%U^)@=$HZ,5K3?&U:-^467)9 MKA7%!F_)Q,%YK1NP">)GE;"P(UB9KQ^.OS87^^DMAC9K"U^9?U34*_/OU.*T M:YLV>%^_%1;DUZW,Y]>OS.*K M"NDN?&O"RR_)&.VTVF$NLK:Z9(459Y"[S/S>*'`Z,1PZ3@Q.)P:G$X/3B<'I MQ.!T8G`Z,3B=&)Q.#$XG=J6P:X7=*.PV9DD0HXF@[[$R;*F:]NW"T)!\8!#` M9(4(L;%I@P:'V!!#;(@A-L00&V*(#3'$AAAB0PRQ(8;8$$-LB"$VQ!`;8H@- M,<2&&&(3LB0VT40SC`W/*+&#UA*O<.%'88@#V2$.Q!`'8HA#R)*R1C.UL*P\ M5P+R3 M]VJ&0IB:8BOO9(".FKJ<@B&>,'QM%70@A_3$&M27TJ*^KK3/IDUJ;8;BRD@L M.[=C]'`HMC)<8GW@8'8?_ZB'\-JD&Q3%UCK]@`.U=KG[5H'X2C+TZFOV6JTI M+6K]6MJDUF;TK=;:".E0QK(HUGC>)Y]+H=K.#F59FG7Z>SEJ[2RB6$LJ]!DO MUIK2HM:OI4UJ;<:Z:JWM(#B.M6-AK%%K?_?8+9XS\T$H/";!WIYMJQ_X=G:9 M1>&6A*^%F]*BXJ^EC2MNOCQ5*[X(2;@=2\.=_)949&*'()AP'[!-6G(GE*M- M&/`UW2L!%SN?MEGS,P\8M;$D]3;CHR#@RTC^Y`8]$<#&V!QIK> M3@;S<('-+Y@(5`JK%8;J4MI689W">H4-"AL5-BEL5MB5PJX5=J.PVY@E83-# MG31L^)KPS8>_'I\>OK3WGWY?5F;0[I:;\'V&SY-=T'RSP(`S>=B<5CN8K\V' MH^@R"V<,<@'/$$6R0Q2)(8K$$$5BB"(Q1)$8HD@,422&*!)#%(DABL0016*( M(C%$,61)%,T@,(BB#Y81TD['LN0.VZ3+'!FZ:),VN)MPAQ%#;(@A-L00&V*( M#3'$AAAB0PRQ(8;8$$-LB"$VQ!`;8H@-,<2&&&(3LB0V9M"KQL:-AOUR!&X: MRZ(9`S/$@>P0!V*(`S'$@1CB0`QQ((8X$$,S&]F&G[GL%OQ.`W8O`;,?B-&/Q&#'XC!K\1@]^(P6_$X#=B\%O( M$K^907G@-_L@QICU2=E_.\/7CMQ!6!;]NHPY<3+BP*C$VH6+R"N+]N[@C456 M.S_B@--=?F8TLCXRL%"2/%H0"6\H#W^$@B%B045$+!R+BHC+)*,N!(@2(T#^ M*E$9DR<;HN8-I8P(6P23N)EI11`WWX>[.4C4WBU+/M3,N`]W=M$]8-GZJ>;% M=I/NKH&;@A(B/I:9[[C6\-`J-Z+CS.Q']?O+L_1,2L3*F?@J(51T183*,K_; M",>(4B%&+O<7RXD(.3-;SHR^!D6XG,52S"1:9CJD1LO.D_!`D+"C5[W+ MY/Z`U8M`N)8EBOS/^:T:S,_S+?KLQ?I%-8K[!!8:/" M)H7-,4LV6&-Q/#.XG!O<3@_N) MP?TA2]QO)CB!^U_]@=N<;)_.V!V+^V$W<_*>1`@LB[8P$1B\MP67N\11/^Q8 MU`_31>!08G`H,3B4&!Q*#`XE!H>&+'&HF?D$#O7]L)L2A<,'LP&0=$GM/X@1/"N2XS#![7BVKMV9JY?OB0G:4?D:(] M4['@?F)POV6RKPE..(U_)D$P*!6"X=B+Y41\K)DK9[9+/ZQ"M,+,DVB9"4\0 MK=>;OYTAQ;V29='P&:?`+)&-(F99M*5)QH:(D$OL1['HSBV+NW.Z"/Q/#/ZW M+!X^LR%<[A+["\._E@47AD?#BR0>-7.2ESSJWO#``^W=X\?[^Z?R[NGNYQ^_ MW'_[_;ZX__SY\OL>@^L<:[S+`W%-8[63T6[Q MAWE8LK8QVK)F2UIFTJEYXE(;7`_UU?*$AG3/Y+DUVG*S)]=[O[O,WV/C925' M*.9@15;>7Z+:V%*&%>RHG)M-@5EYO[]`T?%B$$O8+"8W^YUH"HJ`'3A8>9\A M.]O%)Q4Z0;G%BH^29HLT.-R3E1,4<_Z[IJ`$.)!<479(H^9F>H%\::J:9FR_=.OL%U MT32S+HBN#@M8W);,BB#JKFHGXQ?47?,+ELJ/INZ:9M:I3-TUS:Q/F;IKFEFG M,G77-"P&'DW=-[1!E7-+/&B'U0UO&V,$.E/9;PLARK@A08.+<*W,Z'5;A6X^M)43^MZ M4(I+DT[3D.<>34(M)IK$'DU"U=`D]F@2JF96YM$D5`WEW*-)J!I>&T<55+?@ M77$$2)7PFCCBHTIX71SA426\-H[HJ!+>%'*?#12?51`<5\_L*>P)=&N?GDA15\4`2_:@J^*\K-!S"< M!I\7Y>:C%U;P%1%BH2GXF"@WG\!P&GQ3E)O/7EC!=WBY^2:,%7Q[AQ)H"CZS M0PDT!5_;H02:@H_NY M:0H^D45N6A^+3UR1FZ;@$U7DIBG8CB$W^P%P?;`%0VZV!6`%>R_D9G<`5K`% M0VXV"6`%.S'D9J\`5K#[0FZV#&`%N['`UUK/C[T_#*Q@UXR\4A5LD(%2:VFP3T9N-FK@W+`[ M$DJM/35/\,Y)]0YV[T&I=;]AC*\JV*L'9=/28,L>E$U3L',/6HBF8(,>1$%3 ML$\/6HBF8+L>M`--P>9E\(%V+YS@G9/JG0)*H2K88PL^T#R*K;3@`TW!CEKP M@:9@8RWX0%.P?Q9\H"G81@L^T!3LI@4?:`JVG,-]JOD`V\RA!)J"#>90`DW! M/G,H@:9@NSG90-DTY03FI"O;I0Q2T--BN#_>/IF"+/L1'4[`Y'^*C M*=BC#_'1%&P%G9N]C/G..NW1']@/4I/UH'*/487=5251L']E;G:GY-RP&R5R MTQ1L_XA2:\\%;-^(^&@*ME]$B]<4[,2=MVI]L"%W;G:%YK)A7VZ46E.P(7=N MMHCF--B7.S<[1;."O;ASLV$T*]C$'B70HH"][%$"3<&6]BB!IF!G>WA44TXH MP4DM`79.SPM5P0;JN=F3FTN-;=-SLS,W*]@]'>U`4QHHC:K@/`G45(L6JC1(TZ@*3C%` M2]1RP\DNN3FSA*^#`UYR+H*::=W"^"&JJ*3A5!#75%!PN M@IIJ"@X404TU!2>)H*::@@-%T.(U9;[$V`4'`VDUQ:15]0$.]\D+5<$9/[DY MBX9SP\D^N3F1AA4<\).;@VE8P:$^N3F?AA4&?7+83E).JX`1;^$U+@X-LX3=-P?&U\)NFX!1;^$U3<)@M_*8I M.+TY-^?_$=KB3A-'M[1%!PJ#^]H"@Z2AW2Y.:"::XI#R7-S3C4K+BB]J@Q0!E49H8RJ,E]@ M%'VA/E49H`RJ,D(9566",JG*"F;>XY^PG9HERPG5.ZG4* M*(6JE%!*5:F@5*I20ZE5I8'2J$H+I565#DJG*CV47E5:^*!5?=!!Z52EA]*K MR@!E4)41RJ@J$Y1)5>8-UO#M5U5)?(KM.7RMM=X:2JLJ(Y1954XHP4DM00&E M4)422JDJ%91*56HHM:HT4!I5:>O5!!Z53E1Y*KRH#E$%51BBCJDQ0)E4Y M03FI2@&E4)422JDJ%91*56HHM:HT4)IG%/QRA_T$>!S2;O`CMJIT4#I5Z:'T MJC)`&51EA#*K2KO!_!0OBW+9.BB=JO10>E49H`RJ,D*95>6$LIW4LA50"E4I MH92J4D&I5*6&4JM*M]F@IMHO73V47E4&*(.JC%!F53G!!R?5!P640E5***6J M5%`J5:FAU*K20&E4I<#;-R6^]>!V4)OW508H@ZJ,4&95 M.:$+4>=?RZLNFE)DZ-W4]TYJ**VJC%!F53FA9">U9`640E5***6J5%`J5:FA MU%9YMSYH'W_^\<^[W^^GNV^_?_KZ^.;S_6]X5QJGB>`=]V]V+PS[/T\/?^)K MN;=O?GEXPCX9RS\_WM_]>O_-6,/XMX>')_D?-/1W?S]\^V-Y'_OG_R\````` M__\#`%!+`P04``8`"````"$`?"RGN#&(``"2XP(`&0```'AL+W=OG;W[Z^/N'+[]\^OWO?WYS=UO\U^K-3]^^O__]E_>_??G] MXY_?_._';V_^^R__]__\_.\O7__Q[=>/'[__!(7?O_WYS:_?O__QI[=OOWWX M]>/G]]].OOSQ\7=\\KW9Z>G5V\_O M/_W^QBO\Z>MK-+[\[6^?/GS_O?_G;]^G+_^N/G[Z^Z_?$>]+ MU^3#E]_@"?_WI\^?7!+@VM__Y\]OSN'ATR_??\6_KDXNEZ?GB[/+-S_]]>.W M[\4GU_;-3Q_^^>W[E\\/WF@1I+S(11#!?S,B1QK"Q<$[_AL:+JY.+LXNEZN# M^R,MKT)+_%=6K[Q>W":';N._0>7J M9+DXO3Y?'O=^'=KAO^+]^,`N$/B#)_>/T.3LXE6^%A)9]P]IJBU?>:6+,^D` M_B%]/HU&[,A8+Y!3OO.:7(OS5[:5E%IH3B%FQ[Q)+B'-I:?H\VNO4_)IH0D% MG=>VEK1::%ZMYG1\K8ADU4+3:O'#M^)"]P_@LKKXWDF^>/^\?]](9)2;E+YT0MYZR?:PP2]>?_]_5]^ M_OKEWS]AV<.@?/OCO5M$%W]RPF%J#KD]3]98-#XX\_]Q]K#%?S`/?P/^UU\P MT9W^_/9?F/\_!*MW&:NSU&0]F[A5P$EOB&R)%$1*(A61FDA#I"72$=D1Z8D, M1$8B>R(3D1LBMT3NB-P3>2#R2.0I)F^1&'-V(,5_*#N<_2$[)*CO9J+YR$3DAL@MD3LB]T0>B#P2 M>8I)D@F8]B@3SD_G:<%]?-BVS;/"\L+<\>^\C5O#UR(/1!Z)/,4D206L890*;IOC MMT.\9#A[3`K0F^..)6.1AOY=L#J6';/)G!U$MD0*(B61BDA-I"'2$NF([(CT M1`8B(Y$]D8G(#9%;(G=$[HD\$'DD\A23)#N0"'%VR+[!X4,22.S>>7)^=CB[ MN0W`FLB&R)9(0:0D4A&IB31$6B(=D1V1GLA`9"2R)S+%)!EAG`ER(^QP.L*! MK'2$B6R(;(D41$HB%9&:2$.D)=(1V1'IB0Q$1B)[(E-,DA'&N2D>X;`I/G'G MZ>^_?OKPCW=?,),MYL7/F:SD9RVQ1$2B(5 MD9I(0Z3U!(=&\=7--G$7S<2]FXVD64]D(#(2V1.98I+$!T?2'XF/,T_C$XA> MZIK(QI-K%^9__>7L=&&VK=OY<[GN@DA)JM5L$U3-)JF>/Q?5ADA+JMULD^_K M;OY<5'LB`ZF.LTV^K_OYZ.QZ MSM2-)^=*MD0*(B7I5&13$VF(M*33D'EF\F.G M5N*Q%ZVC'@>Q4H^C:AWQN%T_QPE85 MFU=Y;,5*/7:JI1XO[=YDIU;BL1>MH]G>,(&H79S.-K5V]`%IWKZ6GM#4$=H<'H4> M)H5"VJA,R:@2%)3Q_"V=E&HUD.%I!*ERRZ@3Y)47ER?F/MBI@2CW@E1Y8#0* MFI7-:.S50)0G00?E-'ZN()"+7R@4Q/'S"/$3W;5[KF:#%9#&8BM6B@I!>JDE MHTJ0-JP9-8)4JV74"5*M':->D&H-C$9!JK5G-`G*#+JK$>0&W=<.$"T9X7>N M0(<1OH@GZ^6565?68J7=W@243*H7"]-PJU;BL6"MDE&E#?5F)OE:K42^8:V6 M4:<-57YY9>[.G5J)?"]:\7C1DC"(E8[7J%KJ\>+"W+5[M1*/DV@]YS&]W3"I M9B/ON-G:>X3(BZNU6UI=,FBW-P$AS&*U951PPY)1Q0UK1@TW;!EUW'#'J)>& M>HV#(+W&D1ON&4W2\*"5#CI",P\ZGHO/>US'S:![9-8HVN,&*^WCQCVSAU:R MQZ7[8:M6$JU"D&J5C"I!?M(_/3'+>*V?BW`C2(5;1IT@9-:\*%._=VHE\KT@ ME1\8C8*.RN_52N0G00?Y-)JN6"&39QQ-7\1()D^/DA4K(.WVQKTIX4,GWK>, M"D':L&14"=*5H6;4"%*MEE$G2+5VC'I!JC4P&@6IUI[1).B@E0ZZ*U;D!MT7 M,9)!#R@.^?+*;%+6[L42=^_IG;\)*%FQ+L_-O;=5*XE6(5JQ1YKS2[%2CY5J M:?*3QUJMQ&,C6D<]MF*E'CO54H_+I3F8[M1*//:B==3C(%;J<52MV".M:SX< MT3(RB=9S'I/\<&_ZY/+CP-,I-J!TBEV:T]Y:K#2M-X+B#BV7YM"V52L9NT(0 M=J;S',?Y(5;JL1*4>K1SKUJ)QT;048^M6*G'3E#L\6)E!F>G5N*Q%W34XR!6 MZG$4Y%<6O!68GH#V^KGXF@0=5-(TB*M)F$UDI3WC:E)`\=PL2'NW$:3SUI91 M(4A/)J4@U:H$J5;-J!&D6JT@U>H$J=:.42](M09!JC4*4JT]HTG0H6$ZZ'&) M)AYT+M&<>92>)I;V""Y6VL=-0)@?W#.%Q=G2[D"V:B%Y4K!.R:C2AGIW+I?F MH%*KE<@WHH6=U_.W=2M6>C&=:FG#Y=(D_DZMQ&,O6D<]#F*E'D?5BCV:I6VO M5N)Q$JWG/*:)X,H@F47:O?MH]KD!Q8<+0=KM34#1JK!E5'##DE'%#6M&C334 M!:P5I/WJN.&.42\-56L0I%HC-]PSFJ3A02L==%?OR`VZXV;E\\BL?'9GY-XU M==M1[>-&4+(J7)M=PU:M)'T*09!\_A8IQ4H]5H)BC\N5\5BKE7AL!!WUV(J5 M>NP$Q1[Y(*)6XK$7I%H#HU'04?F]6HG\).@@GT8^KN*XK;-_!_?9UPW<:[HV M(SQ*%L&`]'(VH>&5%O^WC`I!VK`,*$JE2JQ4JV;4"%*MEK4ZL5*M':,^H.7A MJR:'XNS`6B,WW#.:$JTT&`AL?!N^&`QG;V[/@.(4P5=(TOW0^BQ8Z:RRF1$V MT7J;T<-4,5MAKSR;+>WFKA"S9:)&3[UFL[GP4\TH:6G[48M9V@_[5+<1L^/] M:&>SN1_=C([V8R=F:3]69D/?B]GQ?@RSV=R/<49'^[$7L[0?EV8',HG9L_U( M\]'5@W++@N,F[SQ*WYU8F5/&VCUV1U^L3DZOH_^E$U0=V8NGAF5;1EU`20$F MLP3[`8@VA3UK#8S&5\GOU4IZ/R5::71Q9V>CZ[BYRSQ*=KP!Z?AO<'L=&B*4 MXGZ;845@426^9%1E6M89UG#3EE$74#3P.T8]-QP8C=QPSVA*&B8#CZ\09`?^ MP-.!#RC=]:[,[+H6JR@6@L*#SB6^"Y>F^E8M)%B%(-4I&56"@O092==J(=*- M()5N&76"XET$WT1J)?*]()4?&(V"CLKOU4KD)T$'^326SQ1MSKEH$U"\7Q6D MW=X(TH+&EE$A2!N6C"I!JE4S:@2I5LNH$Z1:.T:](-4:&(V"5&O/:!)TT$H' M_9FB#=ZKMS-70&9=,N6*M5AIMS[6@U$N6&9EE&G#0_*Z0V_TT]%MF>-@=&H#9WLF>WO7C\7X2E126/W3)WE MG.LL`<6KCJ`X4+YA-+-O@U6$"FY8,JJX8=<20@H66V\51(JCZ*E91L:1J@0+4W-DE'%#6M=L&77<<,>H MYX8#HY$;[AE-2<-TT-TA-W?+^,-O7#9`==7=#*X$H56]*S-+KL5*:Z6;@%SD MM:&M\VW52G*E$*W8(S_/%BOU6*E6[-$\@*C52CPVHG748RM6ZK%3KT_QP=8)K/5S$6Y8 MI674:4,-1>8H[,,>M8:6&ODAGM&4Z*5!N.9 MNL0%UR4"D;:%OQ>+KT!=X+G*7-^;L0<9V* M2D'JKQ)TU%]M_64*RHTHJ;]6D/KK!!WUMQ.K>(JB&[47*_4X"%*/HZ"C'O=B M==3C)%8'CVENF/+)BS"5&M*M-)PF(K(B^'@2LE%0,ENZ-H\ M#%R+E#_JV2SMA]DO M-K-9`B4D"H`LJ^8T93@M)!=R6:Z(!"=X#Y+90+7]*)#[:"])Y>,]H$ M],+OH:B5W$T%HY)1Q:AFU#!J`XJ^8-"I5;0"7)ISU$ZMI*L]HX'1R&C/:$I0 M&C)LAGXH9,[>W#\!Q2$CM''5/31,0W9MBE1;M9)Q*!B5C"I&-:.&4FI".;`)"Q4'0EE'!J&2M MBJUJ1@VCEK4ZMMHQZAD-K#6RU9[1E*`D))=QT26*PX&G\UM`[AZ-]O#F7:NU M6$5;!D%Q0S[G!ZM0<3NWWW$H1$6%2T:5H*.^:O6EET)G[D:TU&/+J!-TU./N M51Y[T5*/`Z-1T%&/^U=YG$3KX#'-#&SVYQ4QS@S'369XA,R0&VU]&9!>R4:0 M6FT#BLJ/A5AIPY)1)4BU:M9JQ$JU6D:=(-7:L58O5JHU,!H%J=:>M2:Q.FBE M@XZ#6';0'3>#[E'RZ&.Q,$?J]66PTCEP$U#ZZ./:U,2W:B4Q+40KR3M[*B[% M2CU6JJ6WV\K^_G6M5N*Q$:VC'ENQ4H^=:L4>[6Y3K<1C+UI'/0YBI1Y'U8H] MFB5^KU;B<1*MYSRF^1'7>F0%Q0^&Q>Y;%ECYUJJ<<+^PA^IU;B ML7^5QX$]CJJE'E>GYC;>JY5XG%[RF.9-7)-Y3=YP3>;2HV2^69V:TME:K/3. MV`3DWH&<]PV9Y=_+NY?V9BNN$&:U>`H*7=5.5-F&].T,L4H[8:ZQ$:OD@FPG MVF`5;4B[;$/;B9U8)9V@VJ!8'>W$P)T8LPUM)_9BE72""H-B]5PGTAR,2U'Q MAH)+49<>N6WKG`RK4W-(7HN5+LF;@`[3H?R:62;7@D<D$J M/[#\*%9'Y?=J)?*3H(-\&O6X%O::F8=K8>X7,+'Y03:(O[6@./3>ZEJOTH6J\1*Q>J,6"-F*M:R6"=6^LAJQZ@7I%H#:XUBI5I[1I.@ M@U8:#BS"\0;S<`0_O]8-A"G.NT7;;CP#6L5)O^(=A#>+YK^-B)UJ[[<95F18 M&5@D5V7,Z@QK,JQEN2YCMLNP/L,&EALS9OL,FU*6!LO5E:2.',^8H6REV?GN MTJ/D<+XZ-9OZM5C%MTVF(7*:L5=2+-)5-[DX+;)1?<`DJ.\]X*I3V9@C=LM0TH.K09!*C\*4JT]:TV)53+J5]@9Y>[@ M`T_/\P$EK]'@;^BE7\)8BY7V<2/(;V8N[4YFJY_+0!:"5*5D5`D287/;U?JY M"#>"5+AEU`G"BCW/`BOZ/5:U$OE>$/;W[2E+K<3C).@Y MCVFTL6^*H_W20XHK9V^RP*/XQ9A@A5;@.(?)6!4!!2_%\-:%3>L&36L MU;)6QPUWC'I!>D$#:XUBI;N^/:-)T$$K#<8SI;0K+J4%E"Z>"W/L6XN5=GL3 MT`O'#;'R?Q7A^NS2?@.J$`N=ZTKV5HE5O#314ET'J_FPL5@N[930B)+Z:]E? M)U9'_>W$*CDSV-\Z[<4JT8K6*O_;%-R),=N0CJMBE7;"G(LFL7JN$VG^_&"I M[8I+;0'%"ZF@.(E\P_C@$JRN=9]<"-+C0L%J=7`6B-;[06IUB3HH)5&PY5THJTP3:WFW'+E2T!XI4)7"OP!+;.< MOA,SS`GS@F*R9JTV.O\&=7T_:D8#HY'1GM'$ MZ(;1+:,[1O>,'A@],GI*4)HVN-7CM)%=K]O>VY77HW01.#-[[G5H&-W2&T9; M1@6CDE'%J&;4,&H9=8QVC'I&`Z.1T9[1Q.B&T2VC.T;WC!X8/3)Z2E":#*Y" M%,TACB:/8W+]3AC7&ZZ(#T)+<6*T6; M@$*A-O,'K-1`%H."4L;R&G\?/#VT%B*N6_E2D"9<)>BHO]KZNSZG6E0C2@=_ MR;CA+)0DDDP!!Y[>)0'%)S%!VNE-0/@BC41M*UHK-2O$3#<,)8M58J5B=4:L M$;.#6'IY[O08W2?SY?E393S#+3TRRYV)W%JL]%(V`HM`0KZQ) MM[8B%K$BL/@K9JQ695K6&=8D:NF%FZ/,G!9\9%D&=!T_TEN=F6KO.IC%TX6@ MH[?O5JS\E[G.KU8T68B%CETI2(>X$G346RU6WMO5.?[&3/PU3I.XC9AGYHV7 MCA]F`5K.QP])@'>",++"UH$EP^A;8NH7JVVPPJPFJ`@(,X&@DK4J::A:M2#5 M:A*M-&\PNMGIQ'$S6WJ4/K$],P6VM2N4H&%<1@[HA1)*L)J+&GA#@EX0%"4] MB)8!1?XJL4)/YA,?%U&LO^L+JJLVHL2'U:79:+XXT?`&]""1/O,4I-'Q"\],IL66[!1*TV&N:&@+5L5C$I&%:.:4<.H9=0Q MVC'J&0V,1D9[1A.C&T:WC.X8W3-Z8/3(Z"E!:3(\<[!Q/_QJEQR/\)U2B>DZ M6$5HPVC+J&!4,JH8U8P:1BVCCM&.4<]H8#0RVC.:&-TPNF5TQ^B>T0.C1T9/ M"4HB[WX!.+?9./!TLQ%07)UAM&&T950P*AE5C&I&#:.64<=HQZAG-#`:&>T9 M38QN&-TRNF-TS^B!T2.CIP2ED7_FU.J^O&SN>4&Z!UHSVC#:,BH8E8PJ1C6C MAE'+J&.T8]0S&AB-C/:,)D8WC&X9W3&Z9_3`Z)'14X+2R/_@B=S]?H#-B(#P MAU/G92"8N:=)\QY_>6G>X=FHE33<,BH8E8PJ1C6CAE'+J&.T8]0'%'W%=E`K MO>S5F7FS?U0KN>P]HXG1#:-;1G>,[AD],'ID])2@-'%,18..&N8\CK>(*'$" MTNKO.E@E>7-Q;@ZQ&[62`=PR*AB5C"I&-:.&4, M;AG=,;IG],#HD=%3@M(D^<&B#7Y3AI(DH&1V\>S9;PAO@D[T=>`MHT*\:?Z5 M:I5_1E"I@:1>S:AAY5:M@K)YKMFI@2CO&/6L/*A54#;']U$-1'G/:&+E&[7* MC\:M&HCR':-[5GY0J_QH/*J!*#\E*$TS5]2*BNZ'N0@O^>B7FMV;TG;9\LB] M-S\O4:LS\X;=.C2,OL&\8;1E5`04O2U=LE7%J&;4L%;+5AVC':.>M0:V&AGM M&4VL=<-6MXSN&-VSU@-;/3)Z2E":%J8(*&4-]\L/-AD\Y?6%?-=N*BNZ@"T:E(%3TYAZ1KRKU=6G_-'PM*NJK8=0* M.NJKL[[,Z.Q$17WUC`9!1WV-J:]3.X9[45%?$Z,;04=]W;[@ZTY4U-<]HP=! M1WT]6E]F9_,D*@=?:3)#.)[CYF1VW!S./4(RR]RYQO=OG%7TU&P3$-)4K+9B MI5=:,"H%Z;)9L58M5JK5,&H%J5;'6CNQ4JV>T2!(M4;6VHN5:DV,;@2IUBUK MW8F5:MTS>A"D6H^L]216!ZTT\L]49_%TFR+OD7M'99XTEE=FI[$.#?'U.7H.5DA5GKUI:"@?&F5*S40Y5J0RC2,6D%>V?Y9HDX_%MV= M(-7M&0V"O.ZI_5W+43\7X;T@%9X8W0@28?/5R5O]7(3O!*GP/:,'02)L=BR/ M^KD(/PDZ"*>Y]4RQU_W4BYU5/$)NB>XZ6"&1!&T8;07I916,2D&J53&J!:E6 MPZ@5I%H=HYT@U>H9#8)4:V2T%Z1:$Z,;0:IUR^A.D&K=,WH0I%J/C)X$';22 MR+O7"W+KR8&GZTE`R>9H=6Z*.6NQ2O;3YV;NV:B5I,PVH'1795],+\1*1Z54 M+9WM5N?F!9I*K<1C+5I8%.=IDK[$THB5>FQ52QNNSLUYJU,K\;@3K:,>>[%2 MCX-JJ4?ZG9Q1K<3CGK4F1C?:\(C\K5J)_!UKW3-ZT(9'Y!_52N2?$JTT;Y\I M5>.L;V>L@.)]D"#=]&P8;0.*=DN%(`U-R0TK1K4TU-6_$:1:+3?L&.VDH6KU M@E1KX(8CHSTWG!C=<,-;1G?<\)[1`S=\9/24-$PC;TK5L@.^YI)T0,D^:&7+ MB.M@%?9!]!+C1C^7O-P*TN$N&)6"9(DV$T2EGXMP+4B%&T:MH&>$._U" M5+AG-`B*-XZK<_-VUJA6(K\7%!^<:2J=Q$H[<2,H]6AW26HE'N\$'?5X+U;J M\4%0ZM&\NO"H5N+Q2=!S'M,L-77Q.4NY_HV7AMR4%>^H`HIW5(RV@O3B"D:E M(-TA5(QJ0:K5,&H%J5;':"=(M7I&@R#5&AGM!>DA=A*D\C>"5.N6T9T@U;H7 MI%H/@E3KD=&3H(-6&GGD1W9'Y;C947ED=E2FH++&E\\.^1$*2>?V<+)1`\G5 M;4#1^W8%HU(;NA/@^>6)N>\J-1#EFF4:1JTV/!1VK^P[@IT:B/*.97I&@S:, M]A+V#XF,:B7R>]$ZNO>:Q$H3XD:U(H\79D=[JU;B\4ZTCGJ\%ROU^*!:D<U%2R>2B;5NN.$MHSO6NF>M M!V[XR.@IT4HS`FMBG!'SHN6XF;H\,ELK4X187WNKXW]89"-6_N7PLPM;OMZ* M@;XK70C2NZ84A`34XYS]FDPE5N&/F"SM;%J+@3IK!*FS5M!19YU8>6?T1X5V M\KGZZ@6IKT'045^C6,7W_NK"',_W8I5HV5/V)%;:B1M!24,[NK=BE7;"S)5W M8I5HV4[.DUAVMG;^X8CY)M MGD=X"5-FP4UHB+?S!&T#PFM;@HJ`HC)L*0U5JQ*D6C5K-:S52D/5Z@2IUHZU M>M8:I*%JC8)4:R](K2;6NF&K6T&J=2=(M>Y9ZX&M'@6IUI.@@U::$:8<3QEA MWK&_GLOT.CNM+LR1\)U8X2P[SV%FW5^KC>3#AM&64<&H9%0QJADUC%I&':,= MHY[1P&ADM&$I1FS3.%]FLNM`>4U$-7%Z:LN58K M30:O%96MMFQ5,"H958QJ1@VCEE'':,>H9S0P&AGM&4V,;AC=,KIC=,_H@=$C MHZ<$)(NF]TUHCB;29<116*((C%$D1BB2`Q1C)F)HBE]OAQ%KHDN3@/3B"&*Q!!% MS](HTE_QB9D8XJN!V]7?1J*V+K6?2> M+*))#-$DAFB2'J))=H@?,<2/&.)'>H@?V2%BQ!`Q8H@8Z2%B9(<8$4.,8F9B MY&ID]MX[PV^WH,F'?W[[_N5S]?'3W]T?:-*_U+@X]86U^'=$9N:>4T5Q,^\6 M(FZ^;51H1=P"0T%B;DJOF2*4WLS]LM-LMKHPSP<1W9Q:5%HY_,8@`DX=0 MXP_)E?@[LS\HB4R+M4VFN7)3E&DZ"_@Z5)I-@2&;9*I!ZGB8IDY@.L4C3SR+ M7BI%4I`=,H#TD`%DAW"3'F)+=@@DZ2&09(>HD1X"16T1*&((%.DA*J2'0,1M M32!RM:,7;_FY@"3Q>(>_%G.8OEV5*KH?;<%(S*)R(>YXWS3Y-:K<'1_,D%6S MA^7"U/D1W)R:O=$0[V"F9R+$.]?4WFA(@==T!%F14[,=0:)01Y`HN::V(\B= MN2/NCK\^6<2_AWYM_U8S\HI<(:^((:]>XQZI9MR;4"#O8FV3=\]4GQ:G7'X2 MAMR2?,/][^W21`I,GZKC_@],'WTA1<@.^4!ZR`>R0_!)#Y$F.X25]!!6LD,, M20]QHK:($S'$B?00%-)#'.*V:1P6INYS."&]=/\?&IFMFC"SY-LW"!;!+IFW MA<5S1V8""&;A:RQGITO[DD"142\SK)K948^UF)E-ALGS1LR2^BB]$L2S2`_9 M0'8(/>DA]&2'.),>@DIVB"#I(8)DMQ<6]0^QB>U,(%PI)0K$ZV8#7W])MFSX M;JP[S*6[`?N7G=>+8)9,XL)PE)R7^=QDX#W,KTJ:TA/"&@R2L!)#6`,[Z@^1 M/NX/82=MA)T8POX:?\B$V9\.`[UFC>0@#T@.8DB.UWA%OKS&*U(H]F!2R)5V MHA2:=_;(#SK?!Y8L[(&E.>';1K^[N5V(7;RP"TMB'MHJ0\Q)#P$.3/404VJ+ MF!)#3$D/`20]1(O:(EK$$"W20VA(#W&(VYHXN%),%(=0^CQRD%_XXHW3G&\\ M_/2:.;1C`@YVR('9CO;Y:B03[29J*`Q1G,6$X\BPQPQ[2IG)*%;)KX!/1T%IHL0;N/393*8;7'K, MS*6[8H36/(4AUDA M;2.[4EBD5PF+[.H,:U)FAL"=GZ*LF-?!,W^P2J(?6+H.TM]@7(B9S@^;F>'6 MG$7I[3 MXX^L6E0,-4/LSA?9(?8'CW2(/8O.^4BEP/0B,9YDMQ46G8\Q0-06`T0,`T1Z M&`W/(CVD4FQGKM/MW[/7Z3?VZ76&S3YVBW,^K"[-]AR7'LR22P_LF6_I81QF M`YU5A*D0QH'$,0YSVZA?]DDZAF8V$Q<8FL#B2XH+9V:TW#XY&JT7I^.SL+&. M-Z:!14=)#)FW2XZ<@44_L(Y1\G810[9X%O_JNK!(#Z-$;3$DQ#`D@1U&W5R_ MVW1%UZ\3C]^-I=DR[]`T*F?TI]D7[M$N-BO10HP;Q3/W6^9SHN4FGF#F7YZP MMSQ&)GRNHX_\\2QRAY$)=OC/\^XP6,$,\\UL=G%E#IX8OYS:\Q.-V]]%0_IR M2OD-83K4GJ434&!Z\V!0.0$H%IH\L,'"!:9$2`T=Z&#C2PRB1'H8D MMC,IY?9]QZ[?O#J^.`L;1=RX= M-?SY*QUOS]Q^:-ZYK>B'1Q?GP4R_H8@0>(:,<)W$7V/B$`0+3&.1N'FA`E$A M<40E$3\_N3(G7T3E->((%(DC4$9\8=YH0*!>(X[8D3ABEXCC14ESO8C="^(F MG.Z(F`VG/SNFX0PL?2_GRGP9&[>4MXM.9HBG9Z&TA-]R-=M\W%*A59HLYOH0 M3Q)'/*VX:85XOD8<\21QQ',6C_+LU.PL$51JB@@20P1?(XU(/+"HW(23!3N=+C#^UQ?A[%K7%B%-;#"^UQ?!26XPE MV6$LB6$LJ2T&+K8S`^<.K]F!\Z?:=.#"23=)1_JUT05>&CEL'G5CA%P/#/_1 MF>G*S/P876J*T26&T#$,.`YN4P^4U/$@!AB\!HYA"5N:L+B MCLO9L+@/[$;4L^0UCW//HAH98A"8OH*!`2<[##@Q##BUQ>B2'4:7&$:7VB*= MR0Y#20Q#26TQ;K&=&3=W)LJ.FS\LI>D\'Z#BG#3K'J;N8):DLV>XN^.F/']3 M4XPN,8QN5LY4^3'@U!0#3@P#GI/+I#,U10R((0:OD4-8XJ8F+.[(E0V+/XNE M8?$LJ??A@1+/SIY%,RS2F>PPX,0PX-06HTMV&%UB&%UJBW0F.PPE,0PEM<6X MQ7;IN.%O'.?'[?"!F08"2\L]MH*[1C71#Z4N8)L,VV98D6%EAE495F=8DV%M MAG49MLNP/L.&#!LS;)]A4X;=9-AMAMUEV'V&/6388X8]I1GMPI\J<=_I_`4/9L9YMQ`[''[F9=ML\Y!102RN,S-#1I$=,HH8,HH8,HH8 M,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8,HH8 M,HH8,BIF)J/<:3?*J/E(>^&/P,P1#VGBFT;S.B8>8D@38D@38D@3 M8D@38D@38D@38D@38D@38D@38D@38D@38D@38D@38D@38D@38D@38D@38D@3 M8D@38D@38DB3F)DT<0?K;)KX$W>:)N$4KM,$]B!!%#O(@A7L00+V*(%S'$BQCB10SQ(H9X$4.\ MB"%>Q!`O8H@7,<0K9B9>[N`>Q>O%NOJ%/^FG<0Q,-WR((S'$T;.7WI!3,RFI M(K1S4V$(+3&$EAA"2PRA)8;0$D-H/8MJ\@CM;!=M66Q-'M&>S:3+B#8Q1)L8 MHDT,T2:&:!-#M&-FHNWJ`3\4;5]`2*,=6!)M8HBV9T?J^6HA(X1`DQ(";95, M50=AGRU$"6$G)81]M@M5>/.M(R3!;"%*2`)20A+,=ODG`XC_;"%*B#\I(?ZS M7?[)`+)AMA`E9`,I(1MFN_S5(3=F"RB9W'`UCR@W=$/FBR%I#GCVTC,&MV%# M+0G/0Z7C2`O/PC,&_`*U"0&F]F#QPC,&%D>F).(7)U2O$X.CVL@=ZCAR)]&^ M/,%W)./_&5?(I-=Y!PYB2V!IBLM(A]\/ M059ZAE*/NW7PZ[I4:9-6B;A]$H3YB\21E?^/LG/K<239U>M?,?SNWB5557<) MV#!P^GZ_S?UYP[#]8!P#ML_O]PHQR"#Y14DU\S+`:I*AC,7,C$A)I5;\V)X` M+TY92G+8LQ1^>W=SGKM1GB_G-J:;3PGVS:;/4"KS38?JI7;8'[0YIUEK#Q$O)-< M&D=R:1S)I54DE[Z07/I"7DXVW^-+%0=Y&];"U)WE]<&:?3.!'8-LEY4U$E.(][&V$ MK>+O@GGQ]E3C?01 M)J.[?*7S*MAZJ;22Y?+&G,?1/).M7#IELI5+IT@NS2&Y=(+DT@F2BWO)1;3D M(EIROP9;KP^KDHM5R46AQ*%0&`HE%U\YKOD:3Y&VONSQ4KEZW\*TP1/ M*4Y?2''Z(HJG.=Q<`"255A%&JSRE'-TCJ72/,+KG*>5HJ)S:&FH\YMHVE#W_ MJ@UEC-6MG]A<`"9;+4#W&"O+`8VC52275I%7MGBPN`I&)5&%9WY5ZTA0FB)171PA"]+=I(;JW?YR4J'3%;N\A)' M.PBC'207]Q*'>V&XEUQ$2QRBA2%:8]4V,<8W/]P_/2&,2X

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`P##]E M5*0_953Z0$:@#X31!T\9E=:(4<>;`3JY-$HNWAIE/#79-HH]3JF-8JP\KQY3 MS"VYWEAB6>NB47'0*0Z?4PYW40Y3D(DH8HJ0> M5J0>'G)N\S`>?6P]V#.1ZL%8>0Y]ZE^3X(2=8>6$GW>77UMO^$E$1D41) M)40)0U3DKON6G':XBS`?`G=2#G?"Y%X9`9X3Y$.B44SA%R M(\*K(S=7:G+'$X*MW/GH8*U#7A[XF?IQ0I7GQ). M&.ZD'J*$(4IR$24,49*+%6%8D5RL",.*Y.)!&!YR;O,PMN!;#[8WKR=9[-=7 MHYWZHSU.LAFVII=]A3%.]_/;LW?/VBJV.XDBS`? M`G=2#G?"Y%X9`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`9X3Y$.B4_&M7-ND5[G&ZIULLF)RLG(G$X8[R<6=,-Q)+J*$(4IR$24,49*+ M%6%8D5RL",.*Y.)!&!YR;O,PMLU;#[:?KAZ,E3O9W:DM_#C)9EA18VS>R0X' M??`QL](5$E%2"5'"$!75+YP!N(LP[U'<23G<"<-=Y%X8`IT1YD.@4\JA4Q@Z M(W><9#I'R(T(KX[<7*G)'7OQK5S;I%>YQNJ=;+)BTECRQ`52&.XD%W?"<">Y MB!*&*,E%E#!$22Y6A&%%,BYSC#6[F1ZDLVP MHF:R^711GWN\B`#O'SQ)(3P)PU/D7C@!4!=A/@3JI!SJA*$N6P*0R;D7L^Q_H4H38"O#AJQQ*I1Y*)1=_PO`G]?`G]?`GN<@2ABRIARRIARS)Q8\P_.1Z MU<_#8X]#SO_0'H=,5NYOIT-[>OCJX&%9S63L&4=?'6]N]'G("G$K;[T4JV!G M[YREMW3>.QM;TDO/0W2(CY&ZAOCD+`WQV=GE(;ZD,'_%7X.M(;XY2T-\=_;X M)/U((5[^9[!S^:9W[-'_SNGW8)OZ:B0.-<)0(PPU M4@\U$H<:8:@1AAJIAQJ)0XTPU&36U(R=]U:-;IG M+`E"FC"D22[2A"%-))_> M>K`->?4P-^F42Z=8^Z0.5[\95M1,QDXP4G>G6(1Y%V%+RF%+&+8B=[3HW8T\ M9D5>A'AYY$DIY`E#7N1>.`)\1I@/@4\IAT]A^(S<1XX`O1'BY=&;2S6]8^>= M]%Y=^S_85KUJ-U;6_C..OYWKKX,[G,65M;\RA%I<6?MK/81*/0P*PZ#4PZ"Q M]/HP*+GH$H8NJ8LW/V)$G/VOQ85OUZF%NW^L=KGU#E--O MAA4UQBZOG+E81IA;Q=9D:^7,Z2=#8"MR1_.>'G:G7X1X>>1)>>1)>>1%[N73 M+\)\"'S*$/B4(?`9N8\<`7HCQ,NC-Y=O>L>N/.F]?OK9-KYJ-U;O?I,5Q\;2 M.A^APA!JK*[]I1Y")9?33Q@&I1X&I1X&)9?33QBZI!ZZI!ZZ)!<_PO"3ZS4_ M8U>>_*S3S[;KU8.QMO:7+^F-G[/ETUGEKY--EM;YJ+&XQ%`CC'--ZJ%&XE`C M##7"4"/U4"-QJ!&&&F&HD7JHD3C4"$--9E7-Z;&G(N=_:$]%)FM/1>1#(AZ6 MSYK)KJW]5YB?^&\/6N[=AKUWQA#CNO+\17^B]R%%>/6/SM)V_-.&?79V^0"^ MI#`?XJNS-,2W#?ON[-$#^)$BO/I/9U:]R1W;\=UY=[)]>CGO)BO7/V?%Y-SW MYT]BS3A>N;\NM%E<.FJT"4.;U$.4,$1)+J*$(4IRL2(,*Y*+%6%8D5P\",-# MSFT>QMY[Z\$VY=7#W*C7U7][)_K58?RBT/AT:E$S&0NA2ZM_3UUOCF)+RF%+ M&+9BB'&2'3:KCQ7AO8`[J80[8;B+ZA<.`)T1YD.@4\JA4Q@Z(W=_`,B-"*^. MW%RIR1V[[R3WZN*#7Z`=YJIT8V7M/^.J88LK:_\9EQ@Z+:ZL_;4>.J4>)Y\P M!$H]!!I+KP^!DHLM8=B2>MB2>MB27/P(PT^NU_R,77GR$XL/OIRF'HS5.]RQ M/47BY)MAY>0S=FWM/U,)\^["UDS-:W\=`ELQQ.C=%Z?^UCGN(L*KXTZJX\Y8 MNCCC+G(OGWP1YD.@4X9`IPR!SLC='P!R(\*K(S=7;W+'GCS)O7[RV2:^GGS& MZIUOLF+86%GYGX2ATUA9^4^6)AR=DHM`80B4>@@TENHA4'(Y^81A2^IA2^IA M2W+Q(PP_N5[S,_;DW<^1OV4X%FGGQ\+_=N!O3.MY:*QN`H[RUO=,+9N`R=*" M_XT/D1B6;(C$N./-8=<;"EB2."P)PY(P+$D]+$D^YZMAAKETAY:Y2?&QM64X.^/DPV%[BW#_HAUA7AIS^BI!*B MA"'*V.45.NXBS(?`G93#G3#<1>[E2V2$^1#HE'+H%(;.R!V72)TCY$:$5T=N MKM3DCGWY5JYMV*M<8_52.%FY%!I+"WY.,F&XDUS<"<.=Y")*&*(D%U'"$"6Y MG&3"L"*Y6!&&%EQ&F`^! M2RF'2V&XC-S-JT=K_+.71FLN4[3R^8Z]5ON'NLQWEI?YP9+#8$O.FPU[&VSE MOMNP]\%6O0\;]C'8JO=IPSX'6_6^;-C78*O>MPW['FS5^[%A/X.=ZS4/8_N] M.;V.-[8OSZ>7LW8/ZV]B1]AZ^:^=7;[+8$N>$&`K/R$X+WZP)0Q;D3L:]$YN MD[B+".]1W$DEW`G#7>1>.L-2F`^!3BF'3F'HC"'V!X#V7Z_2C>5[F\?E58JSO,S?,'1:O;S,=Y;JH=/B4CT$"D.@U$.@L50/ M@9++R2<,6U(/6U(/6Y*+'V'XR?6:G[']3GY\`7F\L7UY]3#9V#;$'>IT[.]O M>VYZOL#99[G\Q.OH+%T=<>)%A'<6IB9;RWI.O,G6N8VIR!W5[V_Z^A1O$>'5 M\2;5\2;5\1:YZ[#EQHS*"/,A4"E#H%*&0&7DC@-X./5'X(B-"*^.V%R]B1U; M[R3V^HEG>_4J?#*$^Z"OCC<&JUUCZ4D6/H7ATUA^NN4LU<.GY&)0&`:E'@:- MI7H8E%QT"4.7U$.7U$.7Y")(&()RO29H[+V3H'7FV::\BC#6;GO]G6W^BA0U MZ];-V96G6RG,36/+RN5/MCI+US5LS3C[X.R+_O,_J(L`+XXZ*8XZ8ZDXZB+W M\LD783X$-F4(;,H0V(S<W8L&_5VDZ^JC56;VZ3K4L< M%U!C>>.V84B37"Z9PI`F]?`D#$^2BR=A>))<3C%A2)%C+'"7WUVZK_V$(;$:8#X%-*8=-8=B,W'&*'?L4H38"O#AJ M% MW;Q%F'<1MN:HRS2VA&$K'5T M2B5T"D-GY.ZK(SI\V[+.S5._+AGUUENI]V[#OSE*]'QOVTYG5:Q[& M_GIWDAULXUU.LLG:?:PUVJNCAQ4U5HZ_&'+A#'@3J>LRB:V9NLIA2QBV8HC1 MH_>'?B/`741XC^).*N%.&.XB]\(!H#/"?`AT2CET"D-GY.X/`+D1X=61FRLU MN6-SGN1>W:@=;#=?I1LK=[@9E_9!G'P65_9IRM!I<66?IO70*?40*`R!4@^! MQM+K0Z#D8DL8MJ0>MJ0>MB07/\+PD^LU/V./G?S$/@T!_=W/XV3U#G?;/X40 M8>ML08V5&]_SCV M+7_@C^H\:Q_J1+",B6!C:4P$/V5,G,\P.TJ]4=(!,B`=(`/2`4\9D*:PL/%1 M]/-!WG%I:@=)E^0Q6Y>,C7[JDNMGL3T9H*1?)5X>#\;J+72RTBK&^.B,YW)1 MGFS]W68:8;+U](:+LM2C$:0>UHV-#V_[(%B6@EB6@EB6@BB=;+U`)$H])$H] M)$H]C!G++Q!#N6`S-/;KEPS]^N__FR5-?+KA>+`-?C5DK)W?_=,-GII$&_559:Y_QF"&US[H-V/.'VB;&\@],'`_"Z`EA](0P>D(8/2&, MGA!&3PBC)X31$\+H"6'TA#!Z0A@](8R>$$9/"*,G,FL>QC.!K0=[6%`]3+8N MGBQ\A>%!&!Z$X4$8'H3A01@>A.%!&!Z$X4$8'H3A01@>A.%!&!Z$X2&SYF$\ M$]AZL(<%U8.Q*S\P<>1W*N3Q]63GGPB*=9'^P(3GCCB_ON)KOI8$$2:C(&P% MKM77Z:9=V)&XXGP4+"I$HXR"QA681VD?PT#MBO-1<*L0N3(*>C8+S`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`781YC^).RN%.&.XB M]\(0Z(PP'P*=4@Z=PM`9N>,DTSE";D1X=>3F2DWNV,1OY<[=?9%KK-[))BLG MV63+$^Z$X4YR<2<,=Y*+*&&(DEQ$"4.4Y&)%&%8D%RO"L"*Y>!"&AYS;/(Q] M^=:#;=CKQC#O9#"MJC/F=['ZS7(P(;R!$225$"4-4Y%XX`W`7 M83X$[J0<[H3A+G(O#('."/,AT"GET"D,G9%[OI/)'"$W(KPZ\V[+VS5._#AGUTEMZJ_;1AGYVE>E\V M[*NS5._;AGUWENK]V+"?SG9[LMNQ;=Z=9.=_Z!YLCUWO9/(3$\>9FCZ:\#J8 MW/.]?X7^3(KR!$#4'7)(1)0Q1DW''CJ?8HO[_9,QO7@O!1ZWC_F*@2BIA"AA MB(K3F2DWN MV(MOY=HFO0\10!WC]XDD)X$H:GR%VO:WY%X;`9H3Y$-B4>83!%J(\"+HS87:FK'3CRIO?K6Z?@,;OM34\?)4.YCXM?BZDK%6/F0 MYXQ+#*465S[DJ?50*O4X]83A3^KASUAZ??B37&0)0Y;40Y;40Y;DXD<8?G*] MYF=LII.?>.;(]U75@[%R?].?F#C.U+0&YJIHJ7P9;_35^)!AV^!Q\D6(6\;4 M9&O?SLDW7\4ZLS$5N1?.#.1%F`^!/!D">3($\B+WPA#XC#`?`I\R!#YE"'Q& M[B.3A-X(\?+HS>6;WK%'3WJOGWZVJ:]77&/USC?9DH!C8^E;XT@5AE1CY5OH MDZ6>0:KD8E`8!J4>!HVE>AB47'0)0Y?40Y?40Y?DXD<8?G*]YF=LLY.?=?K9 M_KMZ,#:>?Z4[7SN/N#+.L/PIAJB1.-0(0TUF53M2MC^SKDJZ.'Y;-F,M:+ MRZJL&]YX:EI6OG66FOS=AKUW1NZXKO!AS[Z[^)!"_+KRT5DJ_VG#/CN[?`1? M4I@/\=59&N+;AGUW]O@1_$@A7OZG,RO?](Z]]^[,N[-->3GS)BM70&?%I>4F M28@3ACACZ;`1)PQQDHLI89B27$P)PY3DHD486B07+<+0(KEX$(:'G-L\C+WW MUH-MRJN'N5&O:__V`3].L[R?GY^J<\92*"Z>N]-LIJY')-B2B/$RZ,WEVIZ MQ^X[Z;VZ`+FS[7K5;JRL_V<<]U9_':^/DZ6U/J>?Y2:&4&-E_:_U$"JYG'[" M,"CU,&@LO3X,2BZZA*%+ZJ%+ZJ%+N$IB,>!\+ MDS(6)HVEP\%DY%X^%R/,AT"N#(%<&0*YD?N4PT%\Q/M8B,]C-?%CSY[$7S\Q M;9-?&\)8O2].5DY,8V5G<"<,U<;*SF"R-/VHEEQT"D.GU$.GL50/G9++B2D, M=U(/=U(/=Y*+'V'XR?6:G[%G3W[6B6F;^>K!6-L9M*_Q<5^<87EG,!D+86\; MKID6EQAJA'$3E'JHD3C4"$.-,-1(/=1('&J$H488:J0>:B0.-<)0DUE3,_;; M6S6V$:]JC+5KIGR$9/Q[_P-&DUU>5V/+4M.B$UM2#EO"L!6YYXO,BV?WI_Q? MV\!@,N*]6S`I=3$I#).1>_F:&6$^!'*E''*%(3=RGW(XB(]X'POQN6X3/S;R M6_&VPZ_BC5'.:W,"3E:NC<:2/I0*0ZGDHE082B47;<+0)KEH$X8VR>4$%(8C MR<61,!Q)+AZ$X2'G-@]CU[[U8-OYZF%N\;D5QL+_=)`_"S&^HM4_P^6,2T&D M[O8,,[7L&:0XDTJX$X:[R+UP`.B,,!\"G5(. MG<+0&;G[`T!N1'AUY.9*5>Y]>^YR=6%R3FC/8R8K.P9G^>2;+.T.WAR5O756 M=@Q:[[W'I7H?-NRCLU3OD[.R8]#7\L7CTAA?G:5ZWYRE>M^=I=P?&_;3F=5K M?L9>?G?RW=LFOYQ\DXUK:IQ!)_EQBJ.'%356[MJ.8:82YMV%K9F:=PPZ!+9B MB-&[?,CW)M_\3G+W6_$^%B9E+$P:XPKF<9^=73X^"B=;\X])8V6# MH`QWDHL[8;B3>H@2ABC)190P1$DN5H1A17*Q(@PKDHL'87C(N1=B2#%49L+-;5C>^YJ^;[5 MNG[:OKVJ-5:W`9,5CY.M'1S2A"%-))YEZ=G8UM?OSK>YRW_?-]N,JY^*W5W MBEEJNDAB2\IA2QBV(G>TJ/Z%?MQ%A/40Z

';FY4I,[MN=)[O6EONWGJW1C]?XV63GYC*6E.2>?,'0:JTM] MJ8=.R46@,`1*/01*/01*+K:$84OJ84OJ84MR\2,,/[E>]?,\/R/)%\'S/[1G M(*H,Y9> M/^HB]^)=;X7Y$-B4(;`I0V`SAMB^?M1&@!=';2[>U(Y-^U:M[>:K6F/EYO9\ MLG6%X`)J+*U+D":,4TQR.<6$(4UR\20,3Y*+)V%XDEQ.,6%(D5RD"$.*Y.)! M&!YR;O,P]M=;#[;QKAZ,L<)??;;Y\8KG,ZRHF$,)2_+-W#Y:D#):$ M82ERUZN26P_B(LR'0)R40YPPQ$7NA2%P&6$^!"ZE'"Z%X3)RQPG6)@BM\<]> M&JVY3-,ZMNM;K;:/KUJ-E8W;V`+T=^B>3V$(!$:8#X%`*8=`80B,W//6ZN[9B_(64?N( M#7(CWL="KM1%KC#D1NY3QD)\Q/M8B,]UF_BQF=^*MUU^%6^LWM\F*Y:-8=E? M`TJ%H51R42H,I9*+/V'XDUS\"<.?Y.)(&(XD%T?"<"2Y>!"&AYS;/(Q]]]:# M;`S@CS(=`IY=`I#)V1NS\`Y$:$5T=NKM3DCDU[DGOUR0D; M+?F>W63U[F=Q:;_%XM)8VJMQ\@E#I['TZ0!T2CUT2BX"A2%0ZB%0ZB%0&AWE_:9Y;?'CU^;;_>.4O;K_?.+@__(<)L^!?/Y8_#?(R0->(G9VG$ MS\XNC_@EPFS$VROWTZ\1OX;_YBP-_]W9Y>%_>%C\VL4M,]Y6,S\]R'[]L;7/ M>#+P=T[OL8'O7V>>K-Q;G94>LMSR:QK42[U4"[U4"[U\"OU<"CU<"CU<"CU$&:L_MB%!YX/N`D:^_M+@OJ/7;RP M!P+<=-=-YG#7_\;;RZ/'$1YWT[;Z>Y6"_&;Q>L/>;!@6YPLYQDH*B\*P*`R+ MPK`H#(O"L"@,B\*P*`R+PK`H#(O".,N$_;)AOV[8;QOV^X;]L6%_;MA?E;6& M&@\J4D.M&X8]P2BK-2X9XVQO-XQV%:=-(BRUB3#:1!AM(HPV$4:;"*--A-$F MPF@38;2),-I$&&TBC#811IL(HTV$T2;":!-AM(DPVD08;2*,-A%&FPBC33)K M;3(>?&S;Q)Z(U#:93TG6J4Y/"./2(8R>$$9/"*,GA-$3PN@)8?1$9NTXQX.% M[7':$X=ZG).MFQK'*8SC%,9Q"N,XA7&/C_& MW$2$5V=N,FMS,_:V:6[6)=$VO74.C-4-[*V\!\*[NO)PSQF6XI:[^?O]'C;? M1;RRI&3>YE#KS3WF389GWB:[.#R3-\/F\/S)\DM/B)C8/'R;V+&OW$ZL;3CK MQ,Y-Z%JY<7+EC>G\`,5D_)D!ETL[61Q?RW;&M$RV+DI,B]1C6F;T_)VOG3MNOO#IZV+K,O@YF;V[R?-/V0`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`EA](0P>D(8/9%9F[>Q?]C.FVTLZKQ-MNXWS)LPYDT8\R:,>1/& MO`ECWH0Q;\*8-V',FS#F31CS)HQYRZS-V]A6I'F3^]S+?^ZNR9'2VEGC,YXQ;C/DT-C[=&O>^T[T\SEUAWM9,<:0Z8XJ%,<7"F&)C_&JU MYS+%$9=?2OO.%;,>89[*K`MCUH4QZYFU61^;G+\UZ[8KJET\V3HL9ET8LVZL MS7I[VXW&CC`_5&9=&+,NC%D7QJP+8]:%,<7"F&)A3+$PICBS-L5CF_2WIMCV M576*)RM3+(PI-L;_'GN+8D6DV95*S&ZOU&[ZS'5$>"7F6BHQUQ&W?TW,?$1X M)69>*C'S$;=_BP0/$4&EYF%LUY*'=2&Q?5R=;V/UCRWQ=/D,6WL#%!CC M1V/&B[S7]I[_SKH^KCT/]VUY3L=+:9S4TFKD*:61)*61=+$TBIY2&FM2&FL7 M2^/L2NFF<6P5MQIM#UDU3D97Q%R?[G67,\/6V85&8WS%>6CLVW&N4IO2.XU2 M&HVU=.L03JRGE$:CE$;CQ=)H?$II-$II-%XLC<8KI9O&L>--&J_?[FV+7/4: M:V>IO/%RFF'E+)UL_'PK7R;^YS_^@^O%O^8U`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`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`Z__GR1TX\+%7F\&OEOFGFZ*_4 M;A,R%LG;";'53,A5VJW"1FKZ>V$V#*[3LADZVRE^S-KM<=J,]4^GW'\W?3TEZAOC[8B MK<,8XRN1X[G@?^E?5?*<<>U+7M8DMU MQ_D7KT.[8Q9;3V3I#F&TA#"N!\+P+XQS0-B'#?NX89\V[/.&?=FPKQOV;<.^ M;]B/#?NY8;]LV*\;]MN&_;YA?VS8GQOV5V6MH\:Z.774NJK.!77>3A^-E04? MNP=Y,V3%^?V`/HE<9_2),/I$&'TBC#X11I\(HT^$T2?"Z!-A](DP^D08?2*, M/A%&GPBC3X31)\+H$V'TB3#Z1!A](HP^$4:?9-;Z9"P&MWUBJ\1ZT3-65WS" MZ`EA](0P>D(8/2&,GA!&3PBC)S*KQWG[V,KV_`]M9>LLWT.4O;Y5]F;#WF[8 MNPU[OV$?-NQC9>TXQ^(R^;RZ@N0SN/+HQ-FZI[^Z5<;Q6V[]L/J+]D2'*8DP MOT0P)<*8$F%,B3"F1!A3DEF;DK'V_%M38HO5TOKT_'F:RI0(8TJ,C<]8Q_WV M]*(M#YB2"$M3(HPID2&8DHC+0[0E-[,483X$LY19FZ6Q1DVS%#>,6UN\UMF8 M"UJ6<>DHV^*#GIEAZSQB@B9C<1.I/`MK'RZ-,%8-$7;WT.:1-MI5>UC+K//W M8)A&>2%,XRZUOQ"F<8;9UW1O_C]?][H M/3?B)\\Y(\IQ*--!TN'7]UJ8H32<7O2?#&D^5G;NS(W*S.ZZ_,M7&P?Z]/-_ M\'+E[%=]ZC(W^_3S^O?+2=@O>5G1_>[[RM_^[7<=^.F_^_(A.'>?_[LO'X+S MCW_[XO[;W_[MB^\_Z8>K^@CZ\[_]\Z$ZQ/GYWUX6B5_%Z?HZX_R\\/Y=G)_^ M[7>+C=>/5VN-N\__V>]"CT,K=S[]9_P,\47N3+X:.'+GZA-(E*M_HX,^_]N7 MJ7CUJ?39I__L?_]4NO'+3_BJ&[_:B_SS3S`V(/RB:+I\\/?;O_VNSZ[^ M.\X^G_Z-IOYV:J`W/O]W_SR6WKCZ-WKCJCY"OZJ/.+\\]E.<__K+WSY^_'7V M_:_?_^7?_O[QYQ\^CA]__/&7;_[O3__U'_R-3QZXQNL+^.;GCW_]\Y^^Y5O- MIV_=3M'4?QSTR?PZ^^GE:\^TU]K+7^57QU'=(W72PCH.>UE9I_EYK*:NC7OM M;JB3Z[JOS?O(GYZ]WSAMHKW\I5VU\V9"G?Q0$,=QA2AMX1+8M%OMY2_UZSHG M]\3NLTCC..V9HHW8)[QH*XZ[G=P3`_O5:^.C;OD\;MZ_-I]$RG&?+@3ZJIW8 MG?9RYOC*OITX?MRO7W5JSQ1MQI#C-U`=EG7R48S#A"]*(@:-X[H_I\0WF=8X M#%2'99W?OB;E^;VV/@YZYBZ2:,AK\IV;$*Z%JJ;4UW]"VC-%'#=,'%:*L&\? MJ)+GZEU_VH`\\^Z,$JK[=,[Y>D`?&4]N<8ICD.=/3R/YZICAD9[X]!"**Z$G M>&[9=6W?,HP]&,09__U@>M:_DYHU.M_2*2R&KS]XH$^J2UP]/+U,K7$,4\73 MT&$^/0R#UR;$^/3RWQP;4Z0 M3R_SPK4Y*SZ]S`_7YE1H[-5.U]&VI3J?C[KUN#*ZZ\X^J[ZFN^[LLS*7I?99 M&=UU9Y^5T<0[VUE&=]W99V7$<&>?E=%==_99F;^.$_L?S`BW-]3)-X[7?2I@^9/C:%.*\SH M#XQ?QC=J%'6:X/?I!\8OC1\@'X@]C1\B'QB_-'Z0?&#\TOAA\H$^2R/L!V.O M=G*(?9VG=@ZY];@Z?]!=YGP:W36USZH_Z:ZI?59&=TWMLS*Z:VJ?E=%=4_NL MC.Z:VF=EA#TU]C*:?VL,%3O-OS6&,II_:PQE--^<3Z/YGE_2:/ZM,52=7A_+ M.'#QZ/7?`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`W=1FKZ M=YO'D9K^W::1FO[=IM'\!V/H^9WXAH[/MQL20\;.._"--+!.2"-='#=DT9.N.Y)H_FWQM#K'N(CAHJ/YKON22,&USUI--]U3QK- M=]V31@RN>])(/\^[::3?U!RL&,C!J3E81G6N![-?J.[6.JO/J//6.LM(/_=` M::3?K3E8QY&#M^9@&=4Y_SW4?$1USG]IU.DED0ZN([,MI(/KR#1R MPG5D&NG@.C*-='`=F49.N(Y,N]S>.^?8[KZ01@W-_&NGGW)]&^CGWIY&#SN]I&_N%HOIEJU&4[;1]VT&CJ...&D79 M23NW49US0/XR277.`6G4Z1R01CHXAZ<-MH6BVCEJ%&4S;=ZVT"CJN*5&4;;2 MUFTTWSGGOLY9--\Y)^.C^3W,8K8/_!Y?#?:QCC< MV==U'&VY\_/*J'-B#-46/HK?J]I(AXDY43@(SF81@X^DH-I#(_S MT;3F(_K:N6/:WUEAQ%!&.YW[T\@7Y_`T9UKF5ZMR3 MI%&G>Y(TAL<]91K#X_R7;6%XG/_2&"/GOS2&Q_DOC>%Q_DOC;\SY+XWFNP?J MJ[R,CQBJSVB^>Z`T8G`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`S)VZG0.2*-.YX`T5L`U3D'I%&=$GD1/.X=E.< MP]/(">?P-&)PSN$9%M>_>=-\YYPTFN^<-&)PSDFC^- M''3-D$;ZN69((_U<,Z11IW-`QDYUS@%I5.<S\XAGN?3&/<)UX"DD0[.X6D7C:*^SQIL)T7E$NG@')Y&3CB'IY$.SN%I MI(-S>!KC-^&:DVPGP^IG,:S.Q6F,[81K3M(8`I-&5SG]I=*7S7QI=Z?R7MKOE[L,#19PG,-<%>??AT>,H:E]UTBYM MA.9^,^_O8%C=AZPD8W>YY(HZ_O^'M/.VL4]7?+\#@'I-%=?A_)(RROYP[BXYZ?/FZM M4=3GT26>6]/H$L^M:>3@'7]_:7N-HCZ/KO3\R:-\KV.@*SU_IM&5GB/3Z!+/ MD6GTF>?(;`LIYCDRC3SCGJVVN491\9&:GC_32$W/GVF7VQO7Y3R3^[I?:/[$ M&*K/:+[GK#2:[WDIC29Z7DJCB9Z7TD@QS^5II)'G\C32R'-Y&FGD^3IM8[]0 M9_7+5J/.LIU&G64'C1PL.VKD8-E)(P?+J--U,@^XOQX_ZG2=G$:=[G/2R`GW M.6F#;2$GJBVC1DZ4S31RHFRAD1-E2XV<*%MIY$09S7==SJLAKON%&%R79WS$ MX+H\C1AE49WS'R^.N1X_JG/^2Z-.Y[@TTL$Y+HUT M<)^3;2$=W.>DD1/N<])(!_D M$8/S2AK-=UY)H_G.*VG$X-R?1OHY]Z>1?L[]:>2@\WL:U3D'9+]0G7-`&G4Z M!Z21?JX9TD@_UPQIY*!KAK3#A"<:4&>=LXX:=9:=-.HLNVCD1!GIX!R>;2$= MG,/3R`GG\#32P3D\C71P#D\C)YS#TXB!.6?2#X$P/F*H^$:-&,IF&C&4+31B M*%MJQ%"VTHBA;*.1@V5;C1PLVVGD8!EU,@=TOU`GV,4;,J6V,$7-J&V/$G-I&#%PG,,G[*4D_ MKO-HHYU;8P#UWFTT1;V56W4R>_VW18^BNLNVD@'KKMHHRU< M=]%&$[GNHHUTX+J+-NKD=_3)Z[I.@.JX[J*-ZKCNHHU^X;J+-KJ+ZR[:!MM) M4=?ID'Y<=]'&V'+=11M#SG47;:0?UUVT$0._VT_R"4@TG^\GVF@^UUUT?#2? MZR[:B('K+MIH/M==M-%\KKMH(P>Y[J*-]..ZBS;2C^LNVJB3ZP0Z=JKC^YXV MJN.ZBS9RD.LNVD@_OB=J(_VX[J+M,GGE?/2JSF>SR2OF#HH\%V";MIW''=I. M&I]7=9(.7.?1[20=N,ZCC9S@.H\VTH'OW=I(!Z[S:",TYZ/LEZU&47U&[,Y' M:72)\U':4:.H.NDSYZ,TJF-/,GE5YVNJ8T_21IWL2=H8'O:4;8-MH:AVCAI% M&;GD_)=&BCG_I2TUBJISI:W;:#Y[H,FKVE?1?/9`'1_-9P_41@SL@=IH/GN@ M-IK/'JB-&-@#M9%^[&';2#_VL&WD('O8-JIC3]+]0G7L2=JHDSU)&^G''K:- M]&,/VT8.LH=M8WC8X[4Q/.SQVA@C]GAM#`][O#:&ASU>&V/$'J^-?O&C MTR6>D]/H$L_):?2+\2(W?F/=Y]??Y=`#,YC:<3@^B6-MK@.^0/C M*6[GR6.=RR\3C**,8?4\GS$PK)[GTXC/\WP:87N>3V-8/<^GT2_.TVETE_-T M&G\FSM-I*V-?=^P;C:+Z9:M1E.VT?=M!HZCCCAI%&75R#\XD']!'=:[GTZB. M>[;:3AHY4??*D@[N`](&VTE1[1PUBK*9-F];:!1UW%*C*",&]TZ\(?CZ[XCF MNW=*H_GRSV@^]VRUD8/2@>[4TTL^]6AKIYUXMC3K=J^731ZG.(]-(!_=JV4[2P;U:&CGA7BV-='"OED8ZN%=+(P;GE7XF@D8, M-:_0?/=J&1_-=Z^61@SNU=)HOG-5&LUWKY9&#KI72R/]G./22#_W:FG4Z1R0 ML5.=D49US0!HYZ)HA MC?1SS9!&^KEF2.,0S_/Y[`8.\3R?QKA/GRAJGB8=G,/32`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`HRD:-HFRF493--8JRA491MM0HR@Z3.\?]KHSFW_FW MTN>7J;^OY/,$Z))[CZOYB-#[VH]1W8-UEE&=^]0T MTL'^3!ML"T6U9=0HRF8:1=EZ9\[C"/O.V.O:"L+VM_DTPO:W^31"\_N0-$+SM_DT0O.W M^32:[_M`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`=_YTI[RRTJ;_,EMN^0=RGOD?V2?,B!#RHB,*3-DEC)' MYBD+9)&R1)8I%VZIN>0=/&^0MRGOD'D>>4#;))V2*[E#VR M3SD@AY0C4`1E21F26,D?F*0MDD;)$5BEK9)URX7:@2]XA]@9YF_(. M>9?R'GF?\@'Y+N49>4[9()N4+;)+V2/[E`-R2#DBIY0S MLD`6*4MDE;)&UBD7;A&ZY-UM;Y"W*>^0=RGOD?75[5*?8.\ M37F'O$MYC[Q/^8!\E_*,/*=LD$W*%MFE[)%]R@$YI!R14\H9.:<,R)`R(K.4 M.3)/62"+E"6R2EDCZY2WO`[T;;YA]!WR+N4]\C[E`_(AY3ODNY1GY#GE@!Q2 MCL@QY82<4L[(.>6"7%+>(&]25L@J98VL4S;()F6+;%-VR"YEC^Q3!F1(&9$Q M98;,4N;(/&6!+%*6R#)EY!:[>;Y%=HFL4[;>EI=R1,XI;Y!W*1^0YY215\?. M\\['I2^<3=DB^Y0C&C%R<]H^ M[TT[(L\I(S?S/>>[@5>//.(MW_BY1M8I&V23,A#/D/&,R)@R0V8ILD`6 M*4MDF;)"5BD#\0P9SXB,*3-DEC)'YBD+9)&R1)8IJX?7M+KR8(VL4S;()F5X MY`>@Q[HV=T3&E!DR3UD@BY0ELDQ9(>N4#;))&8AGR'A&9$R9(;.4.3)/62"+ ME"6R3#EQF?2IKSY&SBD7Y)(R<&'\YB%_]^*6A\5#_NKEC1(I&SYGDY^S1;8I M.V27LD?V*0?DD')$CBDG7O%WSBO/+\@E9:"V(6L;D3%EALQ2YL@\98$L4I;( M,F6%K%+6R#IE1:3KC'2#;%*VR#9EA^Q3#L@AY8@<4PZ\PN^05[(?D6/*"3FE MG)%SR@6YI`RT;6, MG%,NR"5EYB7V^1;`%;).V2'[E!-R3EG1@E6V8(VL4S;()F6+;%-VR"YEC^Q3 M!F1(&9$Q98;,4N;(/&6!+%*6R#)EQNOL+M/Z-7GFA=3YGKL5LDG9(8>4$W)) MF?%"Q$5>D[WR-8HI.^203IG')!+BD#KY&[3.O*MAD7 M4V_R6NH=-(>N4';)/.2'GE(&V#=FV$1E39L@\98$L4I;( M,F7CA=[9!UMDF[)#]BD'Y)!R1(XI)^2<PWQ$CBDGY)QR02XI`RT8 ML@4C,J;,D'G*`EFD+)%ER@I9IURXX/QR5]?P#<0S9#PC,J;,D'G*`EFD+)%E MR@I9IVR036('%-.R#GE<,L4&[KU[Z!>(:, M9T3&E!DR3UD@BY0ELDQ9(>N4#;))V2+;E!VR3]G0!YOL@RVR3=DA^Y0#4$W).&9`A943&E!DR3UD@BY0ELDQ9(>L4WDI+J^N>F0MR29F]O+BL5MXK M9'-;LD,.*2?DDL*;:&EUM8U7^O(Y);S0E]$NX9V^C'8)+_.E;26\RI?1+N&M M1=16\P*O,J*V$E[L16TEO.>(42CAY4?T3LE`VX9L&R\+)JNJU;POF*PJX47! M9%4)KPDFJTIX.CZMKON*>(0]K2X9B&?(>'AM%JVN2'FS%*TNX753M+J$EV+1 MZA+>1456E?""*K*JA%>(D54E/`F?VBI2'A]/;24\/)[:2GB'`5E5PHL&R*H2 M7C-`5I5<)OQEY;TS/$^8RV=KQN"ISERH7,*SF;FDN(0G9'/Q=@F/^F>TJVT\ MZ)_1+N%]!8QV"0_Y9[1+>,0_HUW"@\VXD+9^2>&Q9EQ:7<*3S8BTA$>:<>EM M"0\TX\+W$IY)1^^4\&`$:JMO3GDL`K65\%`$:BOAL16,=@D/,>,"[&H!CS#C M\NL2GF)&AI3P^#(N6R[AX65<7%W"\^?(JI(++[3B(0)Q?Q>/<:#5%0\/<:#5 M)3S"@5:7\)`&6EW"(QIH=0D/:*#5)3R"@:PJX0$:9%4)C\\@JTJX"Y/:J@^X M#9;:2K@AE]I*N)V3K"HY(CP$(OKZA'"+?0@W`M*C]=T3]\K1.R4[9)]R0LXI MW+C+:%<+N&V7T2[ASE;:5L)MN8QV"3?E,MHEW")+/"4SMO5U=EOQ!4K]^XZO M0NK?3WSI5/_.S5#$46/?_WUSW^Z^1<>]OG-S__^P]_^\7]^_>D___RGR9^^^3\__?KK M3W]_^9]_^_C]__OXL_\U__%??_KIU]_^CQ_PWS_]_/]_^=O'C[_^Y7\$```` M__\#`%!+`P04``8`"````"$`(XJM-=03``#C7```&0```'AL+W=O34VAY[KF",+\^$ M.`FU@%-`-GN^_?EK1CVZ_`6!W8/ MQ]')V?'1_N'F\.7VX=O'X\UZ_I_1\='3\_7#E^N[P\/^X_'_]D_'__WT[W]] M^'5X_//I^W[_?`0+#T\?C[\_/_^(3T^?;K[O[Z^?3@X_]@^0?#T\WE\_XY^/ MWTZ??CSNK[_4B>[O3CMG9X/3^^O;A^/&0OSX%AN'KU]O;_:SP\W/^_W#AQ__7C\1]1O.OUCT\_?:@K:'N[__5D_7WT]/WP:_%X^Z6\?=BCMM%. MJ@4^'PY_*M7LBT)(?$JIYW4++!^/ONR_7O^\>UX=?J7[VV_?G]'<=7XWASOD MA/\?W=^J&$#1K_^N?W_=?GG^_O&X,SP^^KQ_>I[?JC3'1S<_GYX/][M&&*E< MV\0=G;@+]QIY=W#2'YYUHT[_S49ZV@A^M9'AR:C?[PU&P[<;&6@C^!5/3GJ= M_G#T'D]0\+HN\*N-H(!OK`H\.'5:_.JT<.6-:<AMRR.,WM7R2K]N>6FP24M,+'2]5FY5 M)-&,2$)D3F1!)"62$E#8K0=-1J8>B,R()$3F1!9$4B(9D9Q(0:0D4MG$J0>LB.QZT!.\ M$[5`>_Y^>_/GY(`'/FKG=TK=K1]-T-U+Z$PU&F(ZW/86O:[76\R,EB1,&,T9 M+1BEC#)&.:."4-HH=544RSJD&PU=I9E6&C8UW1^=>#.91"N,VVJ< M:V)Z@\5;,O7NE5ZQ*8L?CWM&*Q$MTUO,->I:=2I:QE8JR-C*!!E;.=LJ1,O8 M*@496Y6@VI9;+6J%9"V!)3#5&M>+3$$#N^,;1B,W[*9:;6`'9R_R(GAFM*2* M$XUZIJ;FC!8FH8G]WLA_WHV6F,_$%GH[\]",/.]ST3).%,:623B,O$5_:;0D MQTILO92CVQ!J$6,UQ.^&*K4`\1M((S20^##5:@/35\X8)1H-C=9<(ZLU%IPP M992)K4'K1,ZV"DY8,JH<6VYUJ;F_7UV=S@FBKMGW#6S>Z.5"MW5LHF;\JA*= MWG;8.?-#NE'[37^KC75?[G!%P^IQ!9EX6PBR'R#JW5/1TKFAT\5&E/G/B^M, MU$W6N2"3=2'HU:Q+T=)9#[SJJD1>Y^6VFIJX^ZT6]5^CKE&3N=,ME*VE;&MG&T5DM#X50HR?E6.+;>ZT`ZO5M?Z M\`/1VTY?U<:Q7UT:#9UE:\>;R4PE)?H)-=?ICD\\C9FE(9U+TC)3P+EF3K^A M?=#&>_T3;S1(6T.F`\I:9HSG;+QHU1K/>Z,3ZIE-]N)YU::JC;N5KA835HRV M(Z)>9-C=AT:H7+$\C1IFH1FC1)"9&,\UC5@UTM&@WL.>RPXXW14\S?5;1V!W7(G9WX*R@CE\I-!)F0 MF#-:"'K!<&KD8C@39`SGC`I!+Q@NC5P,5X("<:;6"E:%_G;`;]86Z%S%^$2] MV%'/.RI:V%2S@>E@9HP2C;"&E81SC9R^L+%OV4K95L:V78RMZFH?RV;&[U2+1EZ?YRT5IE&CAH%$=WG>^FAF%*22$D&F$>8:.<^M8[E' MO5TK%KL9V\W9;B%:C<>]L;_Z*8V"6*X$U1X[-:K>Y]DU^KL`K/7=E9(@J[>; M:F;/.!DE&MDS3HWLBN2$*:.,;>5LJ^"$):/*L>56E[=2JJOK]1EGAQ=1@IP9 M9]];ND^UUF\FG*+5C'R#DX$W9B>B8/J"N2#3T2T$89@T"R-_-R$5+B6K1*'.S&VF=ZZCU`ME;\XDR)YB:F9/,069 M`B<:V5-,C>QN51*::DD%&5L9V\K95B$)C:U2D+%5.;;#KM9JR9QU_>F"4FK8:I@KIG3E6BO7L\O;:U) M?CUOV,A:#9-?SOD5K=JKY2M;-0GUCK=RJUJ-.C^W\=1:Q1H3?]N#Z[63&;TF MV)JMV\_IP1LV-FHSK38V<\Q$4',X2[U"F6OD5#O92B6AL94),K9RME6(EO&K M%&1L58)J6VYUJ87`:]7EQ[9>."!RV@B-NETODB?J2(YZ!.QP]SK'J=&1@7G& M*&$T9[1@E#+*&.6,"D8EHXK1.:,+1DM&EXQ6C*X8K1EM&&T9[1SD!H1:7UD! M(7/*3K/NLN>4&B&T32P,.]Z,<6JT3#,WMJQG(F&M.:,%HY11QBAG5#`J&56, MSAE=,%HRNF2T8G3%:,UHPVC+:.<@MYE?6+JJ`Z/^V*77I&:5/-5:UJOB&:.$ MT9S1@E'**&.4,RH8E8PJ1N>,+A@M&5TR6C&Z8K1FM&&T9;1SD-NF:FD:>G3U MDMB,$9..1F:\GC*:,4H8S1DM&*6,,D8YHX)1R:AB=,[H@M&2T26C%:,K1FM& M&T9;1CL'N6VJUL56F_YV.M.LHYUN6B,,QM(#3SN:F;W%F48#>V2G5_B)T1); MB*T9K1AM&6TN[ M&Q*"^NXX[>W`3$7-"@F-QLW>'A],2(Q"&PV,%HQ21AFC7"/L%XKYPFB%3S64 M1D'25(S.&5TP6C*ZU,AR:66TPD0L MZCO>TG^JU:S-O9FD'':;UPK]7K_O'W)+.-UQ[-C6)`U%^XVS`E8K89*D7XQ8;6Y1O"V55L$6-HRL_V#O94ZUF#4FS-F6_[C?&@\Y@Y$V>$TXV MEV3J9:.5H==3+$0-6]IJ^CCVML]22RZAF'%N.:-"4N)@=_TRM]\[\U^[EIRL MDF2O^WTN:MKOSM`_8W)A:8CG2\[ODM%*4FK/AV-<_?4:ZHJ3K269Y[E7HQM1 MTY[WZ97QUM(0SW=.?FYTJMU,J_OYW1(=ASLH.#5"<$J&4ZWF1**HF?XFT6KV M2V/)`/4@UA;"\"9`6!I@&9O+-;(<*23ET#A2-3'5*9RC2 M*='`ZBGN]<]&D7^[-I%TIL'GXH0W/GNKB46KAFS:7HK&YU34L/RLO?"/@V;L M02[([#$68D879C#JXM"P-YTK)9TI3"7I7B_,>:OV:F$N1$T7!C7JGFU=L@>7 M@DQA5F)&%Z8SB+K#,V\Z=R7I3&'6DN[UPFQ:M5<+LQ4U79AHU/T<']P( M5MO`[^FZ]+:QF19-$*M-L-LSJH8Y8:S5K,,"B4YJGPP0:];\82$,#Z+INB17 ML\#,V%RN$7XD92'6+$=*3EF)FN7(N3#+D8N6&4>6;.Y2(_R((RM):3ERQ2G7 MHF8YLA%F.;)MF7%DYYAS&U[M_[[6\-YKWZ[>+[8;OD$CN]T)S71"2RMA-&>T M8)0RRACEC`I&):.*T3FC"T9+1I>,5HRN&*T9;1AM&>T3:#6TX=J.1.KG>YL&;C+@;I#J,$7[:`6?H'V:::BUU],S2,AVU MZ\D+&U,]WI@29)=0:]7(M>MMCC0SN][9"5Z?MR6479'VR9[T&N25T-\GT5IN M"7MF,'0]40M2ZWEM<]<+5>NY[&EDE]!&KMW@RLHK(2^F\+6C0!MZ$^VIUO)* M:$;(QI/FLT?-)TCN]X_?]M/]W=W3TQ.IP`WI9D@P@J8<07](=Q^KQX308JF/5`;,$HW.LNF&68$".56?,$HS# MR"D_JB[4=\S?%BJ/L;L\PZ*$LAATD4&`?Y'#_;KB;]OJ(90L1H(68*)4ZR&0Y9@+AJG00DF MH;&:!7`:S$5C-1E@"::DL9H3L`3ST%C-#%B"Z6BL)@@LP:H47H>"#(M3A%)( M@O4H`B8DP9H3[1F23."!FGFQ!UA"Q-.@9`;)+"C!\B%6DS&VAE5$/`]*L'"( MUQ#7(0FV M?1#7(0EV?Q#7(0DV@5%OH3K`7C#J+23!!C#B.B3!/C#B.B3!UB^ZR)`$N[V( M^)`$F^OP.B3!CCJB*B3!QCJB*B3!7CIZL9`$V^>(MY`$N^:(MY`$;ZL0.^%N MMXO8":7!RQ#$3DB"=R*(G9`$+T(0.R$)WH<@=D(2O`+!TQB2I)"H_6=^3O&Z M`U$5DN"M!Z(J),$A$8P\H:%RUCV#M?KJC#?&X)4]:C0DP9MSU&A(@E?,J(/0 MT(?WQ<@G),&K7D1(2(+WMO`@),$K5\1U2(+WI_`M),%AYU@=SN4:Q9'G6)W1 M90E./L?JJ"Y+<-@Y5B=V68)#SK$ZN,N220<3"1P#8PFN$B"?4(SB^@#R"4EP M;P#YA"03>*`.0W,^.*D>3X,2'$Z/UJU/3G`:W>U">4%1-4-))L*2X7(+RA.I@!LDL*,%-$I0GE`872E">D`3W M2E">D`1W25">D`272!!O(0GNDB#>0A+B=D(2W(%%[80D$]2HNEO(UJ:0J.N$+,'5S%C=*F0);FC&ZG(A2W!1 M,U87"EF"^YBQNE?($ES+1$E#D@G*,PF6![>;X76HI+C!#*]#$MQCAM:D`3W\U'2D`37]&-UMYP]P-5\M'9(@DOY M:.V0!!]!0+V%)%-(ID')#!)UQ9X]2"!1-^U9,H=$7;AG";YX$"^"D@K=&[Y= MPDDF$;JWY@B0-P3C^R-P+=11X`,C<"TDP7=&X%I(@L^-H.%"$GQ/!`T7DN`; M(FBXD`2?$D'SA"3X5@A*&I(LQJB;4!6DZ%J"@@P]2U"0HV,)"HHQXBF41XD. M)RB8H.\([3Q,T>.&!NOI*$Y"#^UB%.-+3-R^Q2C&MY283]!O!QV:CA&JH2+, MT)\'!0FZ\Z!@CMZ\$9RVL84O3_^X_K:OKA^_W3X\'=WMOV*_YJS^;L5C\Y'J MYA_/S0<9CCX?GO'M:6SIX)NR^)CX'K>CSM2W2;X>#L_R#Y3NM/T\^:?_"P`` M`/__`P!02P,$%``&``@````A`&=DM1S5-@``N"H!`!D```!X;"]W;W)K&ULE)U;1TE<6ULI6QG=Y]O_S1FT(,&_DU*OHF5'[H;A^[!`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`NC;ZA]*_5NWM50^^M'OUK]2:3=WZ M."&G]U6:/WZLDQ/VJOG#JEZ]JKF32ZZ4_K":ES169UPQH=`9VNEBZ/+=Y/IB M:B+HG"*'S43$S6L'AP.'@IK;.7EE%SEV)BYX7ANN$PX?\P6X7G+HF#]X;"Y>$P@T$0X1 M9/ZPFA029T+GDD/'_&$U7C>J)B;[:#5_<"M?=6E<=?\7.-W^\JIGOAUM"?RM9?OC^X9>?OC[_YPW=H2D$OOWUP=SO M)S-CS=Y$;+O'VPK=WSX:\;F1)UGZA^X8WPC_^Y?)U?W53^__37>JCU;J09&Z M]$46HXBY7QG32R`1D!A(`B0%D@')@11`2B`5D!I(`Z0%T@%9`5D#V0#9`MD! MV0,Y`#D">00R=YYGA\V=FT>$;J5%$(<,2;VGL!MCCRZ/'XH](]_''E?W,!(7 MC4$H+D815EH"B8#$0!(@*9`,2`ZD`%("J8#40!H@+9`.R`K(&L@&R!;(#L@> MR`'($<@CD/D)C1JR!A5 M=#.]#F+/2IV+O5&$V[T$$@&)@21`4B`9D!Q(`:0$4@&I@31`6B`=D!60-9`- MD"V0'9`]D`.0(Y!'(/,YH@=$"T2>7[W8HS"3L<>3F\%]B'%D/`SDFOX9@^[F M[MZ/N<4HQ&I+(!&0&$@")`62`0-%62`LH@_V`&LC=99\N,BOY!9`ED`A( M#"0!D@+)@.1`"B`ED`I(#:0!T@+I@*R`K(%L@&R![(#L@1R`'($\`IG/$3T@ M0K?./;]ZT4/[9RUZ#/:C9R!7(GJ`+(%$0&(@"9`42`8D!U(`*8%40&H@#9`6 M2`=D!60-9`-D"V0'9`_D`.0HB>=?2G)H_C78]Z\E=VYV`+($$@&)@21`4B`9 MD!Q(`:0$4@&I@31`6B`=D!60-9`-D"V0'9`]D`.0HR2>?RDE)?UK\T+O3#[[ M^Q^?/O[KX9E6#Y-Q#V7$?;];0ELFOOTL!C25R]V;^PM_Y;$<6/Q$MDAAL<(2A:7,G/,R M1I3.-_G-Z\GE;;`GRX4(MZ)06*FP2F$U,]>*AM'8"AB+5HAP*SJ%K12V5MB& MF6O%EM'8"AB+G1#A5NP5=E#8T6=^B)F\H4A-\X[&Y)Z#N881G:)P"Q8C\Z>; M(`V]M&*W_3EMGX>.6-.Q\ MVW963+1MSYKGVW808MRVH\_\$#6Y2A&B+]TE3?XP#%V+O-!E1OM_$8!!9IL> M+NBMB0&*N(++X>S>;,9BA24*2]% M-Q#1,`VC@<7\FV=PY+&TUKP9B#5E!5>30#/F=IBG`<9VT'+/;T>"%:2(,C9F M1F@T=G,?U)FC9C%JGFUMR6+G6UMA!36BAHT%K0W6N2UJ=J/FV=:N6.Q\:]=8 MP0;1EHV=;^T.-?>CYMG6'ECL?&N/7@5^])O4IXC^%V_"0ZJ4.L0SW8.9&^U5 MP6PQ,C^H[OP(75HQ[Q*PUN@9&;86LS5ZEH598MFM6VVG:"UCS<`!03MRU"Q8 M4[2C')EK1V69:$>-UAK6]-HQO0BV[RUJ=JPIVK$:F6O'VC+1C@U:V[+F^7;L M4'//FJ(=AY&Y=APM&]KAAYI)BHI0&R?:(5GJA91%YA&D<4Z:7@0I@(5Y/HTB M[\IM#I:((HMH'RJ,*9,J-T-N7)1)U=;I;N(IUIDARA$5KVM9R6+F":-Q-*!E M%5?@6E8S<@/4(&H1=1:],&8K%CO?LC57X%JV8>1:MD6T0[2WZ(66'5CL?,N. M7$'?,C]:3?)61.N+$^.0[/6BV"**8IZV%N:QR#!D`456:D)/P[%FS.S*[4X2 MRV[[1YW[_7>*%62(-PP-?R=A,\/R+FF1B;CQ(IY>!%F+!66* M^ININZTM$446B3UZC"A!E**M#%&.J$!;):(*48VV&D0MH@YMK1"M$6W0UA;1 M#M$>;1T0'3WDQP6MU61S M',6HO6,%RBUPZ(X8B!KK;-A8T-I@4]^B9L>:YUN[&L5.C.H:36\0;=G,^7;N M4'//FN?;>1C%3K3SZ)GV8MVD`F6LOW1[[.7]:V!$;J6_8.9U^>8^6*\OK9CP M<\2:\I;)3$SKB67B5I*BM8PUS[HV;&F:,>*F6C'VC+1C@U:V[+F^7;L4'//FJ(=!V:B'4?+E-LMY?R\4.-I MM>=!2/'IAMQV3L/A6EA-L>U<(HI&^Y24&><3^":=+*R9:5F.=#:(646?1"RU;C6(G1FMM!42;-EC;%M$. MT=ZB%]IT&,5.M.EH!88V^=.@.44(EX+TKM2IDW[:/8=+@1&YQ>+",B]`\;R" M->G?<9Q[$XD M-]!:ABA'5%@T$766(W-U5I:).FNTUB!J$746R3I7(W-UKBT3=6[0VA;1#M'> M(EGG862NSJ-E0YW^'D1$+Z&!(^]R/39-Y%9(XWU"$C+S.O9M]+0>F] MIC&]"':1"R?%35HBBA#%B!)$*:(,48ZH0%0BJA#5B!I$+:(.T0K1&M$&T1;1 M#M$>T0'1$=$C(HJWT=WL2(HW9(K#Z;U'*>?'F\G+:_$VY.N]>!N0?(O#+'4H M!`5:(HH0Q8@21"FB#%&.J$!4(JH0U8@:1"VB#M$*T1K1!M$6T0[1'M$!T1'1 M(R(*+G`D!1>RA<)\C_O!%9PAC),9GAQ0YL1$DGS)`]$2480H1I0@2A%EB')$ M!:(2486H1M0@:A%UB%:(UH@VB+:(=HCVB`Z(CH@>$5%P@6\IN)`M%.9[W`\N MDP;79BZ;[9?+>(O<)F5A/JAA5G0.+1%%B&)$":(4488H1U0@*A%5B&I$#:(6 M48=HA6B-:(-HBVB':(_H@.B(Z!$1!1)PNBU*.2^XS.9<"ZZ>^WF- M$5%$CQG4Z47PL-;"BHG$T)(UK^5^83H)3DLC(<9W_EAAB<)2A64*RQ566"9: M7+(8;7Y%7\-G\BK4K%GS?%\;(<9];176*6REL+7"-@K;6B;ZNF.Q\WW=H^:! M-?V^7@8K\Z,0X[X^*HR^0F""D8*.[+'@_$&#'&2>I`PS4O?#_,2I`YU9]#6* M.71$ONN#A[L65DP,Y)(U_>&8!,?`D1#C7L8*2Q26*BQ36*ZPPC+1XI+%`M<' M6_D*-6O6#/H:3`:-$..^M@KK%+92V%IA&X5M+1-]W;&8W]?+P#M[U#RPIM_7 MRZ"O1R'&?7U4&(6Y#3H_S!7(01:$N2?IA[DY5E"6"K3:A#!GY(=Y^%">U10# MN61C_G!,@L<#(B'&PQ$K+%%8JK!,8;G""LM$BTL6\UT_">:I"C5KUO3[>AE, M!HT0X[ZV"NL4ME+86F$;A6TM$WW=L9C?U\O`.WO4/+"FW]>KH*]'(<9]?508 MA;F-,#_,%;C0)&6843U^F)\XC+G"PQB+W!G/@HE8$+.>W_-)D/6,A!CW/%98 MHK!489G"SEL<86:-6OZ?;T,KOM&B'%?6X5U"ELI;*VPC<*V MEHF^[EC,[^MEX)T]:AY8T^_K5=#7HQ#COCXJC"+:QI/]$%7@0I-<^M`/49/>%VN+ETX9K^QQ@`S=`=TXM+!2 MXI1_:='4!6J$*$:4($H198AR1(5%PLFE1:+UE46B]37::A"UB#I$*T1K1!M$ M6XM$ZW<6T6&>W-%>!DO]/6H>6/.:IB^W[P\UCT+,A:B-`5)E1B&JP`<-NI^%)OC MB!^)XN'XPHMBB\28+*XL'F!J8I!AP2XY;'3892@Y=1)F:,1-?VS%S7#LZ8WK6C$^`&/"*B"(:`H``>':YWCKX!.DJP<0IFR?Q8 MINR"C.5Q76MXL*ZUR#OFO[D/UE`+L\0B3?J'ZU]:],(35A&+F83B.&?#8[0Q M5^">_4H8N3I3-D:W6&<,'B?.6.SF;)TY5^#J+!BY.LO1&.VAQPY,KX*M?86: M-6N:4\U1$UK;L-CY$6JY`M?:CI%K[8J-G1^A-8N='Z$-5^#JW#)R=>[8V#6E MR,9^3J]@JP@Q=&#-\R-T9+'S(_3(37.MI.9([6"K16CIIN#U&A6,UBUZX+SY1\S!JNEX=1^9Z]6B9Z!4%Z>!4X6<*4G0T121# M9Y#";X"#12_\Z):FAE_/_?N`1>)1FP6B):((48PH090BRA#EB`I$):(*48VH M0=0BZA"M$*T1;1!M$>T0[1$=$!T1/2*B3ST/!WS"M_,'A2D.G_L>]X/+'(@H MT0'#_EN-D<'FIOMD8*XA=$,U'O>W:X6B):((D0QH@11BBA#E",J M$)6(*D0UH@91BZA#M$*T1K1!M$6T0[1'=/"0[V:3)1=N?BG/:-)2X55ND72_ M1?1),;[REU;3^PCK]"K(B$5.BA5C1`FB%%&&*$=4("H158AJ1`VB%E&':(5H MC6B#:(MHAVB/Z.`A/R1,_EJ$!"]>32XG=/V`O`E^0#?^KBDX_%VRK1N2'K<. M-^&O.4563+S0&*N:TS`7F`@Q#J1489G"DF[T3X^G*W((N&`&*421"FB#%&.J$!4(JHL$NVJ4:I!J1:E.I1: MH=0:T0;1%M$.T1[1P4-^1)@3 M]XD3X)DT1919=.,:E3LI/0E<.`&V7"*J+**/3+!4S4ATMV'FQ%I&0JQCYL16 M%IT<@;43X!9L$&TM$B.P,@/'9.5$Z$S+E\XJS<.T`-=2>;: M]VXJ+"77+Y`77UK-"1U/BWMZF/J,N`+G[I@USZ<^$Q8[GX-,N0*7!,L8N3IS M-G:^SH+%J$[CB(MWP:JM9-.NMHJ1JZUF,_[87(='0JC9ZIKAJ':HN6+-\SU< ML]CY4=UP!:Z?6T:NGSLV=K[./8OY==X%]Z$#B_G6[IP+_"`WN3\MR&VBT-W- M'JX'Y`4Y2\GMF66!UX)F1FS-C4-LT81F<[X\DY&Y"22UC/:B+):AM7S4=-:* MD3EK)5JKT%K-FD&O@D.'2HN6)-,1[KD;D>;"P3X[%%:[M1TXW' M?F3.VF%DO9P7+.:P1PN6GOOI8(MDL(Q2SF]+9L&P!L?.$5L3P<*:8G"2D;GN MI):)PU&33<>^Y$Y:X>1*<%R(KU+9RKA[M\B,W.->_CI=7!FLG!2?-DO M$46(8D0)HA11ABA'5"`J$56(:D0-HA91AVB%:(UH@VB+:(=HC^B`Z(CH$1'] MT-\0`>1N=N3\06&*P^FW_J2N/SF9Y+%R)S/;^B#;9)'92+IX@R\3."ENYA)1 MA"A&E"!*$66(`:DN(R/6'24L'>$]$2480H1I0@2A%EB')$!:(2486H1M1XR!\[ MDZC5QFY(X'IC9Y&[$RTH<=O?+AQ:(HH0Q8@21"FB#%&.J$!4(JH0U8@:#_EC M9Y*88NSZ!.KE]!U])(C3'S]#M/L5DHL M#B*N\88R;$[S)MA!Q4*,Y_E$8:G",H7E"BL45BJL4EBML,9GOBM,/C%TQ9FO M6IK1"=S3^U4\X+&5$BA! ME"+*$.6("D0EH@I1C:CQD#_T)G?W(T//N;YQ'!XH+=E[0^1"%PI;,G-[JL@B MRH\*=X3GDK&3XK%/$*6(,D0YH@)1B:A"5"-J/.0/M,D5_5%D(M=6"GS/IJ82H+TQ9*EW#TV8B1O#O"D<\Q2 M-.\(\T$C$I;R;(D$Z/`;'2SE&I$Q\A3#'_[*6>JV3V[39X;]WU,JN-PE?4M& MKJZ*T=FZ:I:2';X)W_=H6,JS)3KL^_Q$7H;.A,/[AT7DUX<$":$#^(<44XFV4XB8MS5Q(MN3&"5&,*$&4(LH0Y8@*1"6B"E&- MJ$'4(NH0K1"M$6T0;1'M$.T1'1`=$3TBHG@#K\T?%+90F.]Q/]YH^:S&F^%! MO`U()HW-XIND!%HBBA#%B!)$*:(,48ZH0%0BJA#5B!I$+:(.T0K1&M$&T1;1 M#M$>T0'1$=$C(@HN<"0%%[*%PGR/^\%%JR(UN`P/@FM`\GA^"FB)*$(4(TH0 MI8@R1#FB`E&)J$)4(VH0M8@Z#_DC'"2&QML%)H"F%KEUU`+1$E&$*$:4($H1 M98AR1`6B$E&%J$;4(&H1=1[R1]CD5\1:<1QAF[YQJ<:'Z8#$?75AD=G`C2O" MZ33(=RZ=%-^C(T0QFD^=ZB'PI3O=5S?\:Q2'K+HL!;08.63HH;%"&*T7SBI&1_ M@V11ZJ38?(8H1_.%DY+F@SU*Z:38?(6H1O,-2K6(.@_YKCF1YKG%-(]%GFL& M*=\UM^&1@%4D*>YU0E2C^0:E6D2=AWS_G,CUT+M8 MX3K*(G.@Z@;]+KA.%E:*WK/GGBP118ABB^@[X*R8H%2**$.4HZT"I4I$%:(: M;34HU2+J/.0/>I`DXAO_[9@+XB%XL,CLZL6@!Y&^L%)>:A4RI$NV-?SJX/W- MN^#V$[$9MXZ+$26,:`T]-@DJ2UUE3@K2L1G;AL7:6KR[4( M>E>Q+5=CC:AA=+;&UM6H]JYC*\IE=R)M<(MI`T84`3QG+2SS9K9!TYO9!B26 MA#$KNMXGC-P,DEHD;&4LY11S1`4C9ZM$6Q5+.5LUHH:1L]6BK8ZEE"$^D3>X MQ;R!1<&:+8C5A97R9K;!ED`12L46>3,;**:HF"'*T5:!4B6B"E&-MAJ4:A%U M'O)F-OKE2G5FZ[D_LUED?F!\G$"F=T%N8V&E1`PO$46(8HO$2ZL)2J6(,D0Y MVBI0JD14(:K15H-2+:+.0_Z@G]C8W^'&GI&_C;\+;R=6S'MH!R;W)4O177KT M($RX$4NYJSU&E#"2BPNH,66IX3NG%^^"2S3C,%C%CQX;%O6??(NY8N+>XXW*_ M8RZ-YW?,K(E%`\:*#0]&=$!TEY$#%J2?%G>C%"_$EH@B1#&B!%&**$.4(RH0 ME8@J1#6B!E&+J$.T0K1&M$&T1;1#M$=T0'1$](AH/E?8@\(4A\]]C_OQ9I;; M6KP-RW`OT`=$LPU'TN(.T!)1A"A&E"!*$66(U;6.3O7.`DWTGQS!HA MBM%\XJ3$$@!.\IT4F\\0Y6B^<%+2?+#;+9T4FZ\0U6B^<5+"_'UPZM0Z*3;? M>ZDV'R%J$;S#4JUB#H/^:XYL1>YQ[V(19YK!BG?-7"2;Q4] MUXR*W-\8S2=.48Y=L%-/G13;RA#E:+YP4M*\VP)8UT!3*Z?(-=9HOD&I%E'G M(=\UVG;NS#N:][B]L\ASV2`5;.C@:AJEN(>1M24.]V,TG["46XZFB#)$.=HJ M6(HM\%6JG12W-0*48WF&Y1J$74>\OUS8K=[C[M=BX*L<#"G+JR4/,E' M%"&*+9)9891*$66(\.#U?6`Y$F^ ME9+G71:),ZJ(I5Q78T0)(W>NE**MC*61LM6BK M8REEA,W>41OA84\ITP_W`WKA)-]*B<.M):((46R1-[,--0I;*2IFB'*T5:!4 MB:A"5*.M!J5:1)V'_+`^L2V_QVTYHQ=.\JW82U/;8/^%DWRVY0(O1I0P.GOM MIU;J?(T9VW(UYH@*1F=K+%]58\6V7(TUHH;1V1K;5]78L2V\!"<7)W((0X$_ MS8U,'NPSE#,=,SG5,1.+Q%AARKK!B9,Y>R4S8JY@)>[7" MFI$Y>RTS8:]C-MCS+L')Q8FTPE`0#OJ0:P@6=<'N9,&J8KY:*BQ2&+EAJ$). M?\R$/7+#("<8N0$8N0'LD1M`CMP`C-P`C-P`]L@-($=N`$9ND"QPPXE\P>0" M$P;,7CC\9S$11>2&P9Q@Y`9@Y`9;K8LLNAI`CMP`C-P`C-P`]L@-($=N`$9N M`$9N`'OD!I`C-P`C-T@6N,'L?)5EP.1BV!++=<#(_%P`/`[`1S8.3SU]1*83#6JC]K-@IHMR63&%!C8L@8^#%AFN`UUR'3!R'=@C/X$]<@KHDE.`D5/`'GD` M[-&%*'6#"_%$IF%R@:F&D;EQHS&W32GD$'S3Y-C2I3$-YW+?,Z*%E@.]C,]!VD*9\S!Y,+W-6,C#L8/C[@!.A: M&F>4Z;T;B*`1P>*^;\2$O'+J*Q63BW'9[^S39RJ"[.3#*$?3^-B.0(C<88VY MK!S=_(#1-0>,KCE@=,T!HVL.&%USP.B:`T;7'#"ZYH#1-0>,KCE@=,T!HVL. M&%USP%8*6RMLH["MPG8*VROLH+"CPAX5-I]K4(8&9T;G6BC,@UCP(W=R:A_2 M%P27IF5T=;E@I*`-4K:+B9/CEBT5%BDL5EBBL%1AF<)RA14**Q56*:Q66*.P M5F&=PE8*6RMLH["MPG8*VROLH+"CPAX51O&(#IX_:%`+!8I'3SV(1[-MT&X5 MDV$_X2U`+),/QTR047V#KI"CV`-&L0>,8@\8Q1XPBCU@%'O`*/:`4>P!H]@# M1K$'C&(/&,4>L$YA%'L@1[$'C&(/&,4>,(H]8!1[P"CV@%'L`:/8`V9B#R'% M'D**/81!+`2Q9_9*:NP-FR@_]@8FGYV9T',(H]8!1[P"CV M@%'L`:/8`T:Q!XQB#QC%'C"*/6`4>\`H]H!U/@O&W&Q6>,SI$?QQV4:##4M# M9G)IB(S&W.HZ.1IS8#3FP&C,@=&8`Z,Q!T9C#HS&'!B-.3`:K[\R[?]__^/3Q7P_/M-9TGU2;3(:]"YGD^SE=<9:1 MOQG2%3=`?UL0_J`F^6<48U7R#S#R#S#R#S#R#S#R#S#R#S#R#S#R#S#R#S#R M#S#R#S#R#S#RCV2!?\QV[H?\8_=_GG\L\_TS0'J4QZ0&+B_"KX&2:T8)X1I@ MY!I@Y!I@Y!I@Y!I@Y)J!B9=PR#6CG&UML$TC1XT2W%IR%#!R%#!R%#!R%#!R ME&2!H^3FVIN\E$WUQ+*)>R&?+AC>2%,EX_YN>A]DF18DQSA!64NPCR1G.3E6)F\A)'<-4*16R5U.4-82](62X%O*E!P-GRB2%YTPE24'E_=W)=Z:%_B,)]\&C>^1,)\=- M(V1,#P;.E%DA(]A_))2^MVRN,_46IV2))I;Y3AZ@ M><%$7+`N\]4_548^'L6XP>1B8.3A@?D>'A@EIUB7O`F,G`F,?`GVR)<#.]]D M6N64F79VOJ9'< M&=9XN\GKX+KF=R.-1)#H&OJ9-B(*SS MYOY=\.PM!86LTP\*<^PG@^+%Z[A7"-)6EE&P<&`O)I;12^',ELQ,\I=AQ)#> MJ646,Q/'4@DS83!E)@UF#(7!G)DP6#`3!DMFTF#%4!BLF0F##3-AL&4F#78, M!X.!/\R66ERDX(_-\U_>UN%RV(-[6P?+O-OD[47XN.2$5;V+7+EZ1[GAZKV> M0EB3%VTSZ..!PHT#].;>45#.+%`IN98-NDK=X4!_#R!/LXRKE%P-E9*K6?!L MI>1^EALJO;R^>!G4;_FH!10S+])4& M(6,2`N=")MQM7@X9!#]D!B:?])M8.7K"FEU*E_`@1T_U,B/?6^:^Y$-7\,!\ MUULY9X_<#/;(K6"/O`KVR*M@CSP(]LAC8(\GST]??GQ9/?_[Y["MI`C M?_/UZ;>?W\[IG&(V-_63?E#VT)?U1Q%:X>1B-N2%U<))7]A_*3`P2Y_VIAJ' M"3LHHB]\D]H0,5!T8XKZ@("BJ2GJ;Q5AT=TM%=';GTH;[^Y,41_]H9:I2J_) M5*08FU^2RO`M2W.*L,M^J@GZ^F!"3RLP-XY9/ZU@@\T-8]9/ M+UAF[ANS?IK!,G/_F/73#9:9>\:LGW:PS-PK9OWT@V5FT6>@99VEE#Z8M]!]M^&FQ-IG1?[0RFO$GLW[:QSZ8N_ZLG_ZQ MC.X`DUE_&\`R6LM-9O0?K3ZS5F56[ M\9]69A;KQG]:F=DAF?'4RLRVR(RG5F;V0F8\M3*S"3+CJ969S9`93ZW,;(K, M>&IE-"Y3&A?:%J(?:%RFU#_*V:AEMZ9,F]3,AM>4:38IKJ<4UVH9Q?64XE.M MC\IN39E6'Y7=F3*M/AKK&XH)RB&J?;@Q>EH9^6]*_CME<",_T$-1."[F03>: M7]0R\W0;S2]J66?*Z#^:31K*2RH;DN'!?$;C6:0KG>US#PH2'&MEM&#'Y?D6WK:$\>3GN>Y-.W4 MRJ@9E\:F5D8N,&.FEM%R[HKB\U1;KFA^4^Z3X M5,NH?U+\),JV(GNDW8Z(549?-_88>?%9] M8.[M:AGYP-R'U3)JH%G@J&7THH4)3:TI]':%J4TKHK ML3!AJ171>Q6F]5K1`Q51D&A%"RJB`=.*EE1$(:(5151$(ZP5T?LJ)D"T(GIO MQ<2'5D1ON,W,*U;H,7K1;6;>M,(2>KEM9EZXPA)ZJVUFWKO"DL4]3;WT3L(2>AF)ZM%*4FJ!>4D-=>B%0JI'*Z'W"F?FE374H=<+ M9^;--2RA5PIGY@4V+*'7"*G56@F]`$MCH-WM$BHQ+ZNB-7HYE:QI)?2J*8V! M5O)`+7@XT8+I;*&6+$EGJ9;0JY_4:JT_]`;HS+PVB*VF%T%GYNU!+*&O.U!_ MM!F"OB1`)=H\3"^R4XFV_Z!7J*E$FR_IRP\4UUH)?0""QDTKH6]=4'^T$OKD M!?E':S5]7H%*M%;3V_U4HK6:7B*G$JT>^AP&1:)60I_*FYEOM>&(TA?S9N:3 M;5A"7\F;F2^W80E]'V]F/N"&)0]W-+W3EU^4$FK;@]HV^MX(18@V.@L:'?.9 M"K2VH-&)U-%9T.B8E_%1A[YI.#-?R,,2^IKAS'PH#TOHHX8S\[T\+*%O&\[, M9_.PA+YG.#-?S\,2^H;AS'Q$#TOHZYLS\VU-+*%O:5+;M!+Z,B99TTKH.Y?D M!:WD@5KP<*(%M$E42^CKD[.E6D)?G*16:_VA#T_.S#<+M?[0YE`MH:\#S_Z/ MKCO;;=L(PS!\*[F#+++;@"@"F+NX25PDDCE+42<-NKAP#/3V^XZ-]B#S]M!Y M0O+7:"22]O#_0GO:>!N:!">A2VTL-`9.0K/:6&@)G(2>M;'07C8)S6-CJ9#0 M"C866K\FH;%K+#1RY3@FM&1.0H/?>!N:,7,<$WHR)Z'=;[P-K9F3T/4W%MHQ M)Z'Y;RRT8*9JDQ1)56APG82NQ_'>:&J=Y"HTLF9$;1OZ62>A%7*\-]I:)Z$C MV)F)-OC,`Q-:WS,/3.AYS_MC0@-UJM:[,B0T.X]KH[DY(VI"JW*. M8T+T`//`*B!N@..8D#K`/#`A?(!Y8$+@`//`A)`!JC8ASX%Y8$*&`_/`A-P& MYH$)@0V,J`FY#HJJ8!R8D5B4A?"JN@'0D M7H]50#@/8A40"X/8<8CZ8H:8D/B5A/"NN(*,"D)0E`EG#*T@HX(0AQ-O0QH8 M<\>$+.,DY.C&VY!?G(0XW5B(,6;<3(@N3D*X;KP-<<5)R-B-)?V!LPR9=;$0 M#,XV-M8I>TMU;T12)R&O.-Y;CH38XE@*)*07QU(B(<0X%E*GDY!E'`OATTF( M-(Z%#&IFO`FYTTD(.+9M^"SH&!#DSC8V.D2X\YZ:D.3.>VI"H#OOJ0DA[KRG M)L4M-[6W-GN/2*O2(R>5E..D>IP,"CD2`APCZ5`0HY[+"42XMQCJ9"0 MZAY+C81P]UC6F_?)>FN?TPW95-);SL&W=GV=WW(/>&N?A0(Y_8^\1^PJ8*2" M42N8D$EE1F:5!5E4+LA%Y8I<58[(4:5!&I46:54ZI%/ID5[EA)Q44B15R9!, MI4`*E1(I52JD4JF16N5TP]RYL6ND,W)6&9%194(VE?*&*^^7QA[?_:ZZ03J5 M"5E4KLBFDE)!>F/7+CF2:VT%4JB42*?2([W*@`PJ=W<'_J9^]](M[;M1N$N# MI6Y9L,PM#Y:KI3=O&27[ELEO#HB='Q9VM^C>+LA%9456E0W95'9D5_F(?%09 MD$'EA)Q4SLA9941&E0F95&9D5JF16N6('%4:I%%ID5:E0SJ5'NE5PM3RF14F MEL^K,*U\5A5(H<U*6J7PQL^0O;EM"*KRH:P.[TB.(1U'P?[@&^'L/+C MY:F][[YIML/SV@_[\&^'L,CCI<]%M%58IZ,5#E2X:($#!2Y:WT!]BY8W4-YR ML.H&JENTN.%PB]BXIN_"M^,[NYK)*#O3C1AMIHJ-.(.-V(`SUHC=$>6\H$9? M$".-Z'4;+ZC1VEIJ:U5ZI%=9WC&DNJCG@EQ4KLA59456E0W95'9D5QF00>6$ MG%3.R%EE1$:5"9E49F16J9%:Y8@<51JD46F15J5#.I4>Z56N+.BYZGJ>%5E5 M-F13V9%=):6"5"O(D$PE1W*5`BE42J14J9!*Y4S59ZUZ1$:5"9E49F1669!% MY8)<5!JD46F15J5#.I4>Z54&9%`Y(2>5C<5+FZY=VI%=)65OJ>XM0S*5',E5 M"J10*9%2I4(JE1JI58[(467DE8[Z2B=D4IF1665!%I4K94`&E3-R5DF15"5'`&B7Q!,RZ1C,R*RR((O*%;FJK,BJTB"-2HNT*AW2J?1( MKS(@@\H9.:L4;\/".[O]:)%>941FE17955(J2+6"',E5"J10*9%2I4(JE1JI M55A,S+C9O0QKX1DW$Q:;,@8F"[*H7)&KRHKL*JQZ9=SL.*SS9MQ,6"#,&)BP M]ITQ,&$!-W/4A+78S`.3],=DMU\]9)R`[:\:)RZV[-]91$B]=O_)`DB.;<*J M2L;?Y(+L+_+ZOYOZ;Q]^^NO3E_O^T^.7KW]^>_7[_6>>@'KS_"SYX]7IY]?/7SP]/3PQ_A,```9````>&PO M=V]R:W-H965T4CKB!3)6$^?OI]/P;>R M::OZL@E9%(=!>=G6N^IRV(1__\4?EF'0=L5E5YSJ2[D)?Y1M^.GYYY^>WNOF M:WLLRRX`#Y=V$QZ[[KJ>3-KML3P7;51?RPMH]G5S+CKXVAPF[;4IBYTT.I\F M21PO)N>BNH3*P[KYB(]ZOZ^VY4N]?3N7ETXY: M=Q&XFZB%^IQ7D]4$/#T_[2I@(+8]:,K])OS,UGS*PLGSD]R@?ZKRO;7^'[3' M^OV7IMK]5EU*V&V(DXC`:UU_%=`O.R$"XXEGS64$_FB"7;DOWD[=G_7[KV5U M.'80[KDPV=8G>!+\&YPKD0-`O?@N/]^K77?)VE@9D)>B*YZ?FOH]@"R'K6NO MA3@S;`U.="2T!XP-I,A6H#\+N#2"76]!^NV9S5G\-/D&T=YJ4*I!\(&HQ(5D M"!$Q%YY?/$GN2;@MF0`!9`&A_3\L!-QEL20+3#4$GH@Z<(UR M-++\/KH8CAAQAFR:D)`631,3(86#8:T48L)#C:.YN3&ZK5]', MU7++FQ,).*@#ZQ=2;_TD;5(%FJGU3Z.5^\3,J#$,1B`.6^*M,'?4243BSHV: M!@#.^@`!(?4(D#U)%4@3@/I&"!@U$C`"26`9D7CFMIJMJ#MNU)3`HT-`%J[9 M'.N4T'I$2.A3!=)$YG1AF5*OK&R`#R.I-ZD"@1IC$>*K#`S"(R7$=PTR0U"1/0AH2FGM/:^S9>8(\XI`HQ% MT?`24H\7676J0#IV,3VWF5$C*2.0+AWP39 M\5*-NA<;A"`/E-R.SCB$(\0C)%ILGW4F)$QU7JCFF$8#/4:C[A)2CJSR/&Z4 MCT,X0CQ"HID.$%(]EK0:4HM3IE!W"1E('R$CD:D6D9*1C_OD"/'(B'8Z0$9U M68?,;$5/##.]N(\A@60(ZD)& MB[`ZQ4.R:LZ`C$3-.^F4490GHJQD@L-6$1:=4Y6MQTRA'BL1%- MMV=#QR&F>C)A1>O%XBDY, M>#)G*F*J5Q.J9*]3C;I;.ZRFKW^B&LG-A>?H5\3X@2TCYAQ).BII./C%';TU M*R7#HX84>Z,&V?)4HU1DYUY@48VYBA+!PRM%N:,>*SP+)G.1K=A'"$>,0@_:PT-6-4(L2C?4VC[A)2 MCJPQ:MPH'X=PA'B$AB>/9&#R\/N:1JGL2Z+$:0$K6F40W0?+#"&R<$;PLM;^ MH[\GT5Z@_5$>U1Y%,1GTI05C)L0T"1EI7&FB4.:`D5S*4-USL@T67EM#`T%B M%LW=+2/5C"/:XS0\CHCWGSXGVN0T"A:*Q1B(4OO!XW[I,CQ"/C MSB&TQR6#\PCM<1JE`C7U?C=JM5V0O1:'+F[N2SX.X0CQ:+J#B:3IMKAD<$8A M29%JU-WPF8FD#Y^1W.%F("+"#XDW1^KGVEMXLZ>Y4PL>N<%IA>1>FBB4>A$X M=D0RC;8KIFT_5I5RYVF`MBM0'),:Q.VG.6\\$C%"#!09(88WT@F^MDPETA%E MONC%%^6^B#LB9SW0;>WUJ&2#(ZQN$/SW_Q+O5D-Z/E*-$3_ZL'"P>4+Z=M;# M,/M\4>Z+N"-RV0S,$^)GS4TV:@JP9T4K5=5;&K@'DZ$A;,@DE_6PG@U:&E'N MH\0]F_8/*,5&W9NI:YISV1S*K#R=VF!;OUU@0QE<%\G[[RH/%EG M,J6(/$_6<,D`SR/RS\D*%*L!#005K@3EK1ZQ2:=X63A!%=SA78M#^7O1'*I+ M&YS*/2P\CL0M6*.N^]27KK[*>YC7NH/;._G?(US+EG`A!)T[#/9UW9DO8GOP MHO?Y/P```/__`P!02P,$%``&``@````A`'F*KWNC"0``RRP``!D```!X;"]W M;W)K&ULG)I9<^)*$H7?)V+^`\'[!20P1@K;-\2^ M[_L;QK)--"`'DMM]__UD24H5I5/CP=,/#?XRZZ2D.K6XK(>__YR.F=_NQ3]X MY\>LD2MD,^YY[[T=G[.^W#/%'GU+J==0#]>WO+^Q\7=O82- M3L>\62B4\Z?=X9R-%.S++1K>Z^MA[]:]_>?)/0>1R,4][@*Z?O_]\.&SVFE_ MB]QI=_GU^?'7WCM]D,3SX7@(_@E%LYG3WNZ\G;W+[OE(]_W'*.WVK!W^`/*G MP_[B^=YKD".Y?'2A>,]6WLJ3TM/#RX'N0#SVS,5]?WA[#ZB_[T23O7>D2O1_YG00)J![W_T)/[\.+\'[8[98SMW=%XJ& M>9?-/+M^T#R(MMG,_M,/O-,J2C)BJ4C$C$7H,Q8QBS\6*<4B],DB-U\`76IX M%_09MRW?W)8\'[:ESQ_7M>*V]!FWO?VA4??'C_[JL=U\U4:16].7G]>FQQ-U M.WWY\5T;]]R:OL2MJ==N-0N9.:QM"E='=J(G<&MK-JQ)7WY>FTUF_C\N$R,B MNG+IL]O[VV2CB2\_OV^VFBF]]C\]GH\&>SA)U'?![NGAXGUE:.JE9^=_[,1$ M;MA%Z@8Q/8C/:(PG$P9-7'N1[HA\RJ4/2O0)_WXR2F;Y(?^;YJ!]G%759)EJ M2BU)$3.1D*X#:0!I`FD!:0/I`.D"Z0'I`QD`&0(9`1D#F0"9`ID!F0-9`%D" M60%9`]D`V0)Q9,]SASFRFQ.$W4JK&UN&LO)DN\1[--;!>[0T_5?OB?S0>URN MFA#IQF+*9TD*-ZH#:0!I`FD!:0/I`.D"Z0'I`QD`&0(9`1D#F0"9`ID!F0-9 M`%D"60%9`]D`V0)Q'$2RF[D/G1IF*?VJ^(S6Q1_Y3.33+'@]Q17*=ZJOJE&2 M6+J3B?!>3:DE*7S9=2`-($T@+2!M(!T@72`]('T@`R!#(",@8R`3(%,@,R!S M(`L@2R`K(&L@&R!;((Z#2'8S]Z&#W>HH_:I8CS87/[*>R*.L[[R7I/!UUX$T@#2!M("T@72`=('T@/2!#(`,@8R`C(%,@$R!S(#,@2R` M+(&L@*R!;(!L@3@.(MG-W(=.#;.4?E6\1ROIM?=X!R=P:#%6K4:D1%MX:;I" M)37AU9(L;E<'T@#2!-("T@;2`=(%T@/2!S(`,@0R`C(&,@$R!3(#,@>R`+($ ML@*R!K(!L@7B.(AD3W,?.MBMCM*OBJ/HUPR=HP16'1618GBL$6[N:T#J0!I` MFD!:0-I`.D"Z0'I`^D`&0(9`1D#&0"9`ID!F0.9`%D"60%9`UD`V0+9`'`=1 M%1%VJZ/TJ^(>FE]T[A%8=4],*N')DOC5L`:D#J0!I`FD!:0-I`.D"Z0'I`]D M`&0(9`1D#&0"9`ID!F0.9`%D"60%9`UD`V0+Q'$051%AMSI*ORKNH:.2:_>$ M!Q7&7>Z>9KG@_;#_5?5H\3*24YM`FF!:CO)$2@DB;/J%,@,5.=)3JQ:49_K(HFSZA+("E3728[%=NYKW:`*K[HU(4;@] M.7I7=&,XU9R1RTHU+ZE4$J89BYUIKN%0HX#E9SJ+:4,H6 M?Q))S=DQ2O]BG5KH:IPFK[/.B/9,R72/TW:<5;Z+_@Q3-'.IO4F3=:1T"U&; MT;?5.FJULI5+W4>7962Q'J(^HV^+#=1BYEUZJAFRC"PV0C1F]&VQB5JLD$NM MZ%-6D;5FB.:,OJVUD+5DSY;2&Y0E:\F**T1K1M]6W-Q4<7.JBK.WVG4T1#CS5:-D;QJ M\7Y%*JL1([I`;MCD+-FPA:C-2%;LH%:7LZ16#U&?D=0:H-:0LZ36"-&8D=2: MH-:4LZ36#-&CWYF[WV>:8Z]%[_?)5B^FQ,>8:5X-7QG M1Q@G'3#I91YMBR(%0MNF6C@E6]RG1HH"=+2K"=Q1('1M2HH&NBT>+3:AP6V+ M)XP1,<;M\$EK8C36;?H;K[8=#7`[?/*:=C2RZ1*U[6C>M(7AL!5-G[;P'49H MRK2%_3!"TZ0M7(@1FBUM84:,T*1I"T]BA-8<6PP_C-!B8XM1B!%:;]B MTVD?\G'%IO,ZY/.*32=NR-<5FX[+D-/Q&%UI&,DGETHOF'[LWMS![O)V./N9 MH_M*:VTA/+6]1.^B1C\$WHP&]6AI^?:>7AETZ_*?]>#;SZGD!_T"E M\\EKR$__`0``__\#`%!+`P04``8`"````"$`I;;5HPPS```A]@``&0```'AL M+W=ORY?M&[']0Z'TH]A>;9-B^ MH:[O8G?'C8V[N\\:F;84ED2'R!G/_??W9`$)('&2I,8/LG0RD4@<)(`$JKKP MTW_\Z^N7-_^\__[X^>';SV]7%Y=OW]Q_^_CPZ^=OO__\]O_^5_^WZ[=O'I\^ M?/OUPY>';_<_O_WO^\>W__'+__Y?/_WU\/V/QT_W]T]O8.';X\]O/ST]_7G[ M[MWCQT_W7S\\7CS\>?\-DM\>OG_]\(1_?O_]W>.?W^\__+H4^OKEW?KR\NK= MUP^?O[T-%FZ__XB-A]]^^_SQOGWX^(^O]]^>@I'O]U\^/,'_QT^?_WQ4:U\_ M_HBYKQ^^__&//__V\>'KGS#Q]\]?/C_]]V+T[9NO'V^GW[\]?/_P]R]H][]6 MVP\?U?;R#S+_]?/'[P^/#[\]7<#B[^_>?ST\-?P_?.OQ\_?[D$W.DJZX.\/ M#W^(ZO2K0"C\CDKW2Q?\Y_KB]W^:GVA)IA=W,7_ M8\%=]O:%<@CLI=Q-*O>*ARM0OI20O_Q[/JZ44_E+++K>75SO=MNKZSTX>L'/ MU5JKQ5_^K1:NT(/!X=R5K[51^VV%O_Q0&]^%Z%FBKOWP].&7G[X__/4&8QDM M??SS@\P,JUNQ%N,M-C5%($;"1U%_+_K0Q?\07(^`__G+:KM9_?3NGPCJCU'K MX&BMK4J35"2TQ71+2$=(3\A`R$C(1,A,R!TA1T).A)Q+Y!TH3;PB"OXM7D5_ MX57I."0D,[VI.$PJ6J@EI".D)V0@9"1D(F0FY(Z0(R$G0LXE8CC$>"`.-YD(Z0D9"!D)F0B9";DCY$C(B9!S MB1@6,:B)1:PHSXYPT4YB\DJ7GZ]/GC'X<' MQ.8J3:VB;ML5D7UN5T"NRGEB?W-EP[I-2AK6'2$](0,A(R%3B9BF(E/\=YHJ MZK:I$2F:&I";JR7=65^NJG6X3?+42D)ZLCHD'4FB8+6:8L:U-!VM4+OMN":J+0&BB=YF52V=K6I)Y"`1O+S86C.=*FQ2 MW/01VN8A,JB61..SE8VJ%2M;753>3*JP5&;YD3RMB/_$3\S?LGL'26T1$.!' M:6\BM,T1T:I6V)G)/-6I5FY7S]"@4+8ULJU)M19;MB62+7DMB5E4V9(`76%2 M2ZRBIZLP:R0W0H,W(;HWVXMZ#&<%9:13J&QK-).A0;6BY7T='6-64,N30D[+ M)`R1UU?W-CQ/68% MM3P9,S9V)3WPVAW2!A"F1@Z2H-:C,$)YR+6JE:$N0J9=H6`!#5QP9&@RMFQ+ M)%'P6A(2"-.2`-6CL%I"FE50BZ-P6PW2-HN5HDZA,E:CD0P-JA7&X/:2>S!5 MK)8G+>-$KB081;OC<<&S>82<8Z`;#1\!,F,S0LNQ6CP+(*B+MO;+^=FBU4=H M4[:7"HY1ZRJ;GXPMV[.25Q0M3"M%R#=,2P)4Q%6S"M!KJV;4TH7LJAZPG=K) M(Z*/4%';H%J([S3!TQH]JI;61H-X4HVE-LN&9!P%&Z_V=\A0#$L!*OQN5C&/ MR:UK%>E=4B[RA$7(7/@@+RO2LV;K);)"\904J&.M7J&!H9&AB:&9H;N&#HR=&+H M;"!+WC.IXYI3QPB5!Q`,M0QU#/4,#0R-#$T,S0:RC7LFFUQS-JE07B\;AEJ& M.H9ZA@:&1H8FAF8#V<9)[E:$/4W/U<&%//NJ$@Z%\HZK8:B-T,O'&5W6T@'2 M,S0P-#(T,30;R/(@6=J_PT/(ZLRT$*&2!X+:=8">/>OHLD*F()51:(A:R+,4 M&G-!_[QCR@I:9C:0)43RO(*0-!^&_,\T/$`;C(>TDF`^K$]@UU$M#XY6H1<3 MK$ZU]LOV:U82$9-80% M"(1I1S3K"&6'VPAM*10>,LNI2*]03HX&MC6J5K8U*91MS0HMMFSCJCPU M10/GH^N8CZ*WRVBH#CT:52L;'$K&;?9FI*Q2&3I$J![W=1*I:F6#@[&X&=_=4$]KF7P"U"N4S0P,C0J%[?@5 M'9A.64';,2NT6+9D5$GA:ZLCLIIZ=8Q0.=85RBUI(U1LH3N&^@@5._2!;8U< M<&)H-K9LHY])YC:%>#,N@>S-X`M>C>N0^YF&$]3&@F9[JT;,F0A*I8JU\=US&/R]%XP-PE0QTD:7V-0MGM-D)F M7(>"!=1'+3.NH_EL:V1;$T.SL64;+?E7T>@4`2$O*Q.438"*D&P8:B,4Q_6& MYMHN*RA'O4*9R8$MCZH5QC76ZVI-F;*"6IX5-E[*[7%QCLX?5!?J=N*6(G\`A5<]RJ?O*C:GD8 MM@J%F0C/@F[,?_6,E]4U4GN%LM&!H5&A4`\?*F>Y&IX56@Q;TJJL[K4);\O9 M7H3*"4^AW)`V0L7LUC'41ZB<\-C6R`4GAF9CRS:ZRMYTPMMREA8AY.GET%A5 MS_D:52L;'(R]_$2BBP5UJKRI-R"]*A3S(EB`QJ5:8/?%(JMI[ MS:K`4^6VROU>C1/."1<3/[\MMSP*E;2%@C>YO5W4NLDK:J]0WO`-;&M4K6QK M4BC;FA7B1Q1;R: MK);)2R45ZEBK9VA@:&1H8FAFZ(ZA(T,GALX&LN1)-NB1%[)$0UY,'/-Y4+,E MJ&6H8ZAG:&!H9&AB:&;HCJ$C0R>&S@:R1#V3X\K$7AU;*Y0GI8:AEJ&.H9ZA M@:&1H8FAF:$[AHX,G1@Z&\@25>7$-.=5Y_Y(_8C`".4\L5&M#+41,N?^VTWU MK*S+6CIP>X8&AD:&)H9FANX8.C)T8NAL(,MIE8J_RBFGZ-L(90(;AMH(/?\, M(2MD.H-EE%%H8,MC+OC,,X2LH&9FAN[8\C%K1E7>7JC:GDZ:!7"HI)6<,JV.M4*3PPN+ZICDE[EQ=,)A7)=HT(O MUC6I5I6F5J-I5C5C[+IR[$ZULA='A4S!^J74DVJ57FSKE^;.JF5L%4[8_JSV M)ZD_>1^R"U"Y#U$HMZ2-$'9$&DV=0OF!1Z]07BP'MC6J5K8U*91MS0IEK3NV M=62MDT+9UEFAQ98EZID]S8[W-!&2-2"%[VJ]JAZJ-*I6DA>,X7PCE]RNJEU$ M%PL6IR`]VQH8&G-!F0KHY:PIR[7O9K9RQ]`Q%WS![U/64O-G8\OR76V(4F#R MQF<7(/"M=AN%2FZ#5L%:%[4*J.>"`T,C%YP8FKG@'4-'+GABZ&P*6J*J350B M*AQXERGJ+D#UC%S%5Z-J)7FQ)!+:%-).8"8M[8B>;0T,C0J]:'[*6FI^5BB[ M>L?04:'2/`9DM2D\936U?U8(#4OMWCP[EV+8>IN%G>#5VA@@,Y=&*#>EC05Q MLJP.=0SU"N6"`T.C0MG6Q-"L4+9UQ]!1H6SKQ-!9H>4HP(:L[(N*7=62K\D# M?N\7.SM1KMB+4-6?U3K;:,D\+[01NBJGYNVVRHBZK*6\]Q':E07+0%A>VQVX MQC';RA&TW51'OU/6TAKG'ZKQCFL\9ENY1D1[5>4IJVF5Y]>JM)T(*J@35WA) M!''L]J/H5_T8H*7G]=.Y4"]NEI+5: MKZNCYE[5C+%BC,>N)2]&MV#MQ:1:I1?[F\J)6;5>=.(N:A54'-V"M1,GU2J= M`!55X)]5[3DO;`#(-K0>Q64`5*=W.]&O`B!`V-EIUS91JX!:ACJ&>H8&AD:& M)H9FANX8.C)T8NAL($L@:"X)3"NWX!51$2J)*B%C]ZK:HX7M\,WJ`F_A:1V+ MCJTC0M?A]/IO56PT42SO2Y>C*9^^6A^>V5=<\;XB0D6/-PRU#'4,]0P-#(T, M30S-#-TQ=&3HQ-#90):H9_855[RO4*@(`@-9NU7^O`3!]8V)`4ZEY;0(H:H8&AD:&) MH9FA.X:.#)T8.AO($B6IGT=42`D-41$J8Z"$K%TOS[K:R!*=^H*S*_E!5Q$# MN7-C#`1Q'0/Y*,2Z(,NFU[2PG)JF!H8&AD:&)H9FANX8 M.C)T8NAL($M4M9JF#N)5\RI"90R4D+5;+3)A,<"SR7(QX`4'SY'+(,B]&X,@ MB.L@R$< MP08'&QULX<[.A@)P<[6\R2_,R*BT??TI/E2(M0.=(8:AGJ&.H9&A@: M&9H8FAFZ8^C(T(FALX$L4<^LN'M><2-DB`I:!=2R5L=0S]#`T,C0Q-#,T!U# M1X9.#)T-9(FJ4@B=DO:<-T2H8*5AJ&6H8ZAG:&!H9&AB:&;HCJ$C0R>&S@:R M1%6)3IAC7YK=4@94S&3T<.ZPCVH(N33AU;OCK),GNU1,H8ZU>H8&AD:&)H9F MANX8.C)T8NAL($NS)#I.+B$G#O4,%R!YL)^8PWZ7R$MJRE0;C:&D0AU#/4,# M0R-#$T,S0W<,'1DZ,70VD"6OR@738.8$79@[8] M9XP*Y9/0AJ$V0O*>?CEHJF/5+JMI>/0,#6Q_S%J%_?K[/%/64O.S@2PW57:; MHIHSVGU,6?%&KSS]VE[>7%9'HDU4@896W2I43B3\*%JUPJ/HU7I?O_G7JT8^ MQ!P4RK6-"KU8VZ1:\:=R^%U'E9[/JL$_EKNN4G$E;,%MEABA=4%'$[$":B-4 M/O!5*#]8[17*<\K`MD;5RH]R)X6RK5FAQ98)!YQ;%/-`_J#B@E>M"VEQ]9!V M78=$+%DD-FV$\-1P>8JZO;BY+/^KMB-=5M>@ZMGHP-"8"^;A0L_T8ZKG@P-#(!2>&9E/0-LZDJT7C M.%V]#E#U('13'W.UKK_U MT64U[95>C2'I>"D.HF>YRC';R@6=.`@%BQ$Y:XT.59+I>52%#-!0%:#R)8OK M"&4?VP@5M7<,]5HPSRV#0MG6R`4GAF93T`:YI'5>XV*Z5P9Y@.KYH%I6F^NH MEIUL%0(5J3>I4[JLE<.`;`VJE=F&\N4R3"+Z8`S MR>L`F>D@0MGM5K7R$.X8ZA7*!0>&1H6RK8FA62%^V0#?M/?#@%/$177Y!47N M3`SJ?*H9#C]5+?O=1@AQO[QD>;$V/TVZJ5/HK*X=UK/1@:$Q%Y1ZZL]U3EFL M=F=CQ/3ZC4D%\8_PA?1G]Q6+ODVB(E1."@H5Y$0(9]_J5<=0'R'L@U1K8%LC M%YP8FHTMV^AG,L0;/B6-D.2_RX8!:7T](425,AU6*&X%^+MT7=;0AO8*%;L# MA3*/HT+!]-5J57]=;]7-(!LU6(*J9M@>U\GTEUV0GLT,#(VY8)Z*:%V9LI::GXTMR\@S21]^]T6,!,B,ZPB5K0]0N=A' M6P741ZC800T,C5QP8F@V!6WC).WQNCND0V4FK&ODW]5*QL<2Y:K,=:' MZE2QTY(Y='N%P%A*$SCY5ZU)@BYE[6;/?WX1T MR\1!@.IA7ZW532Q9Q&\;(41Y[DW$075VT&4U[95>C:'JE^(@>E;R$B!3I1,' M24MKG+5&ARJ3]154<=9W$R`S'T0H^]A&K6+P=PSU;&M0*-L:N>#$T&P*VB`W M65_1.,[ZY"U"B>AR;#I9GZIE)UN%PB_%Z6,)799K=_0*92L#0Z-"&`PI3%9X M\&T_!#)E-;4_*U0VIIQH#$FK2Y,"HLPK*6`H8.<(QL#CT_*A6#E7*"9/9E)?\@ER4@MOWZTNZ9,Z("98QW/(@ABJ$<1$ MO1=K!%=1+=2XP[MAU2M_H*ZLL:+.9(\_$CHA.2QGX-5EP$"IM@@7G'@J5K05 M[0]Z!8:A0QC:3QC:3QC:3QC:3QC:3QC:3]B=@QT=[.1@9XM5?(+"$@4O"P"5AX)(P<$D8N"0,7!(&+DNLXE)25Y?+D-/:F2]@ M^+VA\H$8)`R\$0;>"`-OA($WPL`;8>"-,/!&&'@C#+P1!MX(`V\E5O$F2:O+ M6\AF+6\!*]]-P%JYQ&J!@3?"P!MAX(TP\$88>",,O!$&W@@#;X2!-\+`&V'@ MK<0JWI[)WU>7G,`GS*RT42]CX(TP\$88>",,O!$&W@@#;X2!-\+`&V'@C3#P M1AAX*[&*MVIK\'K2RWN&U67$\FDEQB]AX#-@U3L5VVK]`<=)3^<#<$P8.*8Z MP''2,_-RM9$%[TE/ZP#OA(%WJ@.\)[UE=_MW%.&KG"NX3E@7M,V(LM/"6U>#R]HA^!GY/* M4F/57[(?^"9[(%9*@MF"0.S9`\TDCWP5I:M>)-]A,M;V&!8W@)6G4OMJLT_N(QZ.0K` M9/B8"O4E-NP;TDCG02QCH36671U#U%X3!=5)0X^":#(%KPL!U*NL:!_%) M08V#^-)01;QL8%SBP\[&$A]W.R9@:0<$D@-6GG,Y&!BELF"4,#!*]D`B82"1 MRH)$PD`BE05OA(&WLFS%FVP97-[B7B+OQ'&O7,#,SWAQ@,8!&_7R5`8N`R8? M3TT3,^ZDM@=="-BDIMT.>IUJRZ.NY>`7C%.M8#R9R[6N5KMJ)X->2'I:+7KA M1ZI%QU"UZ)ADKJAVO:N.7=!924^K16>]4FW5?[)-P>L*I M?_R7],R$$\J^.N$D-:T6_1>KS>;0682ALU+9S-IV7X4(^BJI:17HJVBN3!DH M1-!75"OZ*IE[H59T55+36M%5K]1:=97LC-RN"ELFVU4!*P_B5_%2,W-@%#$[ M186R!88^B/9,'Q"&/J"R()PP$![+YBD4[)(]L$ME025AH+*T5_$F.R.7M[!E MLKP%K#KCW]6_;5SQO6N8HF+9<,I_6:=HF)R2@L8`B(V8(98P$)O*%F%6?_$' M7""N; M30*C7D[XP"MAX#5BAE?"P"N5!8F$@40J"Q()`XE4%KP1!M[*LA5OL@]R>0L; M)!NP`:OGY/H%E!5?'(>`#64QT*7#UZ^]C%3H:_^#YUB_X9DP\)SJRO&[V_#D MG-2T"E`?S2'2TM+O3L7*%Z(4*^9Z7#5+97'7+&&S8O@5 MC7)RIUAA[ZA8X=_)PSJ:R$V=4-?0V_T%#KX)FL@V>R#IZ- M]9N;>F$!ZTE#K8/UTGK%NNR#7-;#!LE,,/%..3,Q*V:B-90MW^G"#^F6""XP M8N;IG+6 M6JWKK0.BM=Q<:;0&[+5D.18UB1J;`[U4!>A-583%GK8T64%C"ER3(7!-&+A^ MV3B(3PIJ',27ABKB94_C$A\V.Y;X@-GI-6(YZ#`E!*Q@#Y,`80A8*@M&"0.C M5!8!2QA(I+(@D3"02&7!&V'@K2Q;\28;#)>WL/.PO`7LU=UYO**O^+84N`QE M[>[\NEIM06]2TVX'O4ZUM+J#\:B6IV(PGLSEQ`!@=6:.7DAZ6BUZX4>J1<=0 MM>B89,Y46^4RZ*RDI]6BLUZIMNH_V=6X_1>V.[;_TA:H=(M^H[**-PH62SGZ M+Y1]=<)):MHB]%^L-@\M=!9AZ*Q4-KOG)(!93:M`7T5SY51*(8*^HEK15S]2 M*[HJJ6FMZ*I7:JVZ2O9!;E>)H,X``V:GJ(AE'M$M`;-3%&'H`RJ+/B`,?4!E M,3@(`^&Q;,X\P2[9`[M4%E02!BI+>Q5OL@]R>0L;)!OB<=.$&2_M!#"DJGD& M:VJYN=(U-6)A=XYORM1'AUHHI[T@E@R!6,)`;#*>'=MNJRK`=5+3,`/7$2O; MY`4WU0KZD[E<*\*V.D]%ER0]K19=\DJU52_)EJCHI=?W/6$/97LO8#:3C)B) M^H"9]__B78\%ALX)>N;]OX@51P;H'+*'GB`,/1&Q[`NB/F"%/=!.94$Q8:"X MM&?Y7&YW+/C4MX]7\=I'PYM>!0ES1=1?5:?!C98U$WLL^]I+A:H67O&K?Z7: MJVGS1J&ZE>D:DQY6N>0J/3Z=DEJH;DL7QLY)(^__[A0KVG=4[.7VG9):J'!_ M56_0SDECJ;#J+-E)%9WU:O#'ZRIM)X;M6/&N$SHL8IG!5C'S!F/4PX\:=/RB M1T)9O/:OV*!801!Z).IE(D%_Q+(]$$[V0'C`"GL@G.R!7;('/DM[%9^RPWJ) MS_J-R'@3)OC,4847^*HMRV&E>K"?HJ]*!D%ZV-_A6:`2!]()ZQP,I),>2"<, MI!,&T@D#Z82!=,)`.F$@G3"07F(5Z;*[*DC/,T[8=ME@#=A:;F1*3&)EH84V M7M4IB@6;N;2"H)-!\,D@"&40C#((2AD$IPR"5`;!*H.@E4'P:L"*6-E^N<2& M?9DE-F#H)V4&`4D8`I(P,$@8""RQRB_9:;A^A2V(]2MB>2:"7X3!+\+@%V'P MJ\0JOR2M=OT*^;;U*V#IIY67NRV=;,NF$PEVL43#SXB!GA2_M`[!]:@6?Y>Q MKY-"-*0T7C5$DEJW(2';M0T)F/EAY"I>B&D]#XKH6(T0N!FQ,C-5;.FQRC%) M[5S'0LYG'0M8]?Q@7^60B(:HER,$+`<,VY/E='U=_RX`GB<-;0TH+2U5GDO& MY'H>4BGK><#,)LI<2AD3_XB9311C\"O:8N8K+G2;&'PRUZ M2JYZ^42C745,HJXHNZ]2O:[0R[RJO;+>5WM"8-[)-PLI(CGHF M1ACK;=G*+UDC"K]>S1+C=8>6Z+C0E'VXO:FZ'TV(:B9T`B;?8TVA<[6KMJ!@ M.ZD5;`=L5Q9](7)DS2D:FC()O5K0=$!8H/";Q_!C*'Q,JSHG0VN"CHV:@.'C MG,O4LK_`K[.*_RI&T*RD7S0K8HL_56?)^J1MD-E_F2O>K^(%?[9/PEHF35#; M\#F`UN>`V2`B#$%4EJW\DN7&\RLL0]:ON#2AE:G#<=)",[?>Q6?B/9:-"]^N MOJP;A"8-;30#U!!JQ8XL!GQ(R3$]/*=@D@L8NKXLNZ]>&X'[2:]@U:GWA=$GJY37HK!Z MV18%3)+$HD5[GK:CGB$_8B%"G*4]7OV&I:IH2FG(]L1RV9CC=[R$S/BM%Y/E M'*A9*5;ZJ%AVH4MZ&>L3YL3M5W7YUK8G79]GFA/42HT<[$"Q'S/@>L.(Q/U@F#.X& MS'O,OUQ*E=U-TVV\K,JZ%= M7V%9L7[%I:8,66^-B%4L8@A)Z0>:RK*X8#-6YWDM:X?G=5A3K-O$OHILN)_T"E:= M>I]?()9K9+P6Q66FS,[TRAE4D&8TA`G$'$0D7OH"="H1!G M54_(VN'Y'=84VQ,!LP$2,>-CP`H7P#!A<*LL:]TR=^04F:)S+\XJ8F:]=18( M52L]52PLMY>\D\X*.3`46PQ5;LO:H6S**^&O?;`A7CQC:(Z82=04,\['U2TG MR-TJZID'-A$+#VPJ?V7Q*/Q-2X1>7%.&;<1>^L!"5#$36L1>?E8`S^,Z%K8> MZ\U%=>K9)PUG8[%PP)D>0^8^=I!O%''-BCHF6<%4<\\*U!L>590 M\2[KS$O^UF?Q\7(:^%M,&707VV&E>B`S32UT%I^5-*C;HJ!BZ)*P&A9G]N@$ MP@8'&QULX<[.A@)P<[6ZPBO5S!,3ASL#M+."8OV4'59_'[:F??K`I% M90YLYM(*@DX&P2>#()1!,,H@*&40G#((4AD$JPR"5@;!JP$K8F6A+Z(Y$QLR M`#O*`F;.XN.51@4&"DD/#!(&`DNL\DM6<->OL+1;OR*69UCT+6'PBS#X11C\ M*K'*+UF.7;^<9"'>)O3B67S4,8FY8ABO:29PSN)5+:R`F^N+O?DT9C5WH%G! MQ5!5U2Q9SMUFA77>TATPF[K+*5K]3$&QO"L%WU&OW&TJYJS*RZT\GF.+H#HF MB9B<;B3>D)Q53SV;E>KE>&D5PU@)^\WJS*TK%'1:Z!7SDK/EDAS7\;#T&T;U M1IV\SX*3Y5XV'LQ'#$ZJ#_`KIA(9@U]E6=O3RYTTA5_+,? MAP=$A>0H\>@RWCICFQF3"\Q,90A5T8!F1KW<8VAFP&3V2&5W]3-W=%A2*YH9 M,-G+I*(O-+-*07*+X@I?IG[QTI<\"3GGR5''3$**A=,!S"[<7Z$V35!A%3+GDZ MB4;,1`QAB)BR;.66+&(:,6BQ;!67F=&=9L**9T,G8B5;8)JGF:AG0B=@9II! MV6K/!:J37D%UP'YPGEEN`\G-3--,O"7$M"AB:9J!1]513;.*.B9N%(O3S*Z^ M<*5+I3('?<*<:6:YHL-SVEEWXW4>-I.)H/4R%#:'D*J7XPA^13TGDUENU_#\ M"BN<)3-@KR8RYL:.&-[Y8@])9-;\]#@KY+@PAFRL+W=D>'['%;!<:^)]&N:4 M2;$RV8J8R6,8`YVA#B^_6BZI\-QRED"]T`*B-&-Z\YKJ&5?C(A>2;%ST7+\$ MK85,&,1"7AC(.N3Y'=8G&P9QS2IGM'CCA(W.J)==P*@A#'1&S',+,U'AULLS M6KP8POHJ!K"(OS:C:=D\FMN5WCV!=2#UCY,X9;4B<$.U/SJAR4KCD1]6(-N@ M@.&V!QE'6,KXFZ1Z$X2)EU!,7N=*;=G4E\:C>Z):RJ[LM0;5DHNNB_K>A"?K M5&[4J^=G."2CE3]BJ$6IQ6Q=KG\ZN00,2Z/JH2D1RQD_W`T8)G?H5?.)+$$O MN!N/SZ3O_]]_OF_LN7QS\=N.6D8 MOF_IRJ1A^%ZC*[L2V3(555Z^7Z]NWX?W7BO)`9(S?G[KV%NCS_`#4Y:\W\)Y ME\(#)&>\WL)E#ELX'NZ?K#W87=^>\:S%*7,%WW`.[TE0#PY5/DF4P5?6\ M!P5>:PZHQ*U#FN_5@%[U8N0]2,$OU!V7A!,/!R-N1ZXO4;-K:76]O3W(8L*U M8-;8WN(/3X9Y?GN[+$Q<#C/&]G99H%@FZX.4\T(*;NS%%Z_CX,9>?/%DL+F_ MQ1^>3"9GJ<^3R40L?GHRN'$IOGC="##'MMZ8?PD8,JK`_8V,&7L"Y4,NS"I!]<&6P* MUZX,.S#AVI6AW(V46]:&^B2N M71GOX8LKDP-@^.+*T&R) M79P;>KY`AK9[,K1=8M>5H=D2NZX,S9;8===I-%MBUY6AV6MIN]=_:+;TNRM# MLR6N71G3G@V3S:@"?A+,-[0=)_K@PVI8]B2/G)EH$OZR)6AV=)'K@Q-VTC[O%4#3=M(^SR9O%@D[?-D:-I& MVN?)4-5.ZO/Z`57MI#Y/AOIV4I\G0U4[J<^3R3N(*!@;\07;_W# MJY,//S;@>0+- MEG['B_,L0[.EWUT9;$J_NS(T6_K=E6&+@[3NN91_(WT4WEVI>`%=TD?AJ+^2 M@2[I(URM\O/-9E/^8GL M[?*S39;)3V5OEY]OLDQ^,GN[_(R39?([V=OEYYPLDQ^JHS[\IIEE^)GT->IS M9?(K==AT9?(K=/2?*T/WR/K@\H+ND?7!E:%[+J6//#[1/1*[K@S=(VN'*\-O M$B]OEY_7+D27CP9*)%MIRL["&?XP^L'^?`!>'%E M^)B$C'=7)M\Y0-M=F7SO`&UW9?+=`\2G*X.+,L;<-L!%&6.N3+Y%(GYZO,!% M&4>N#"Y>B9]>.?AY)7YZ,G3=1OK/6\/1=1OI/T^&_MM(_WDR=)T<4[@RM$_6 M=WP'AF,)?N[$3T^&^G92GR>#^RMI@S?OPOV5M,&3P>9*;'HRN"^;>%>&;MU( MWWIM1[=*+N7*T'99IUT9NE5R*5>&;MU(WWKU@;.-<.;)Y-.!PHNW5N'KC3?" MBR>3[P8*+YY,/@\HO'@R4"+KG\L9*)'USY6!%UG_7!DHD?7/E8&2E?#B]1]X M60DOGDP^"0I>\`E*CD'Y-"AX<67RB5#PXLKD2Z#@Q97AR\&2?[J/!D^#WPCO'@R^1*E\.+)0,E.>/'R:U"R$UX\&7B1L>G* M0(D<+[HR\"+G#"YGX$7.&5R9?&H6O+@R^:(L>'%EX&4/7ER9?&$6O+@RN"]G MS>&!0I4OP1?)D_$6(\<2;&[%IB<#9UOAS)/)EZ:%%X]K4")[)U<&7V1N=66@ M1/9.KDP^)RV\>/6A#3(GNS)0(ODGON?/;8?[:VF#M[>'^W(FX,K0!MGWNS*X M+_M^5P;WU](&KSZT82UM\&0(][7$O"=#N*\EYCT9^F\M_>?)4)_DM"XO<$-R M6E<&-R2G=65P0W):5P9?)*=U97!1@_7)W#_2& MRR&E>=X4"$\TW6+]PYRWWS>$&*PUN064)[JV];5P)KJ^]E8M9N0RNI[V5 M^UE9,D`BU[2R9(1$KF9E":Z>A=>>Y(#V'-SV-)`TKJ2%1*X5YGIPN3*\]B0# M)(,KP;W*\-HK@PO3X;4W#@XWR([##S"JQ1)7@\-K;\G##>'PVI/@'G!X[4EP M'3B\]B2X%1Q>>Q)<^PVO/DMZ5#)`,KF2$9'(E\S4B!*\!7#22- M*VDAZ5Q)#TGO2@9(!E/>->ZZ!I'$E+22=*^DAZ5W) M`,G@2D9()E!8]NX^BVSU.YMR'QB,DLRLYX$GE&;\* M8:\/>YSI^(\P\93Y[#YD/N\@P<_D'6M@Y^"RTT#2N)(6DLZ5])#TKF2`9'`E M(R23*YDAF5W)'21WKN0(RE<20])[TH& M2`97,D(RN9(9DMF5W$%RYTJ.D)Q#"9+)EM*.D@Z5])#TKN2`9+!E8S;]>WH/IJ<()E!)XQG=X.!);//\]NX]_6WE2N_4VI",DLRLY0G)V)0?X=G!]:R!I7$D+ M2>M*.D@Z5])#TKN2`9+!E;0;M-1];#E",KN2`YYG'O`-,F:T@:1Q):T\`W4E M/22]*QD@&5S)",GD2F9(9E^R0;X37N"O,H?#!KEE>*&ZDC20-*ZDA:1S)3TD MO2L9(!EE0R0#*YDA&1R)?,& MN4OX27#%Z&&#W-)]Q-Q`TKB2%I+.E?20]*YD@&1P)2,DDRN9(9E=R0'M.;CM M:2!I7$D+2>=*>DAZ5S)`,KB2$9+)EZSWMR.^3E=R0#)X$I&2"97,D,RNY(#VG-PV]-`TKB2%I+6E720 M=*ZDAZ1W)0,D@RL95] M=(-OWD$SWG.#!YX$;[G!`T^"=]S@@2?!)QO0/YX$GVA`_W@2O+$#W[Q=#M[7 M@6^>!&_KP#=/@G=UX)LG&2`971*<(2+,M[JC"-0E/$D>-*(]GCQAN>, M:(\GP5-&M,>3X!DCVN-)\(01OGD2/%^$;Y[D@$[PHKK!X/%FO4:.JIQ1,,BA MDX/C?!IM]UC!\;0\7W#*X%@>K'@2G%N#%4^"8VNPXDEP:BW/%:2>=VFY?/SE MIS\__'Y_^O#]]\_?'M]\N?\-OWFYO,";Q&^^?_Y=?G`:_O'T\*?\J/W-WQ^> MGAZ^+G_]=/_AU_OOH@#EWQX>GO0?4L%?#]__6'Y7\\O_"````/__`P!02P,$ M%``&``@````A`$N*B><$!```,@X``!D```!X;"]W;W)K&ULC%?;CJ,X$'U?:?\!\3Z`";DJR6BX[8XT*ZU6.[//A#@):L`(DT[/ MWV_9Q@2;2R8/W:'.J>,ZMF,7^\\?16Z\XYIFI#R8R'),`YFJ;:V39-;[A(J$4J M7`)R(761-/!87VU:U3@Y\Z0BMUW'6=E%DI6F4-C5OZ)!+I]\->B.//^KL_"TK,_$,>?^+L>FM@N9P"L)Q_\_R,[-[>#N5A9R[6S0.[2 M-$Z8-G'&S1,O5:Q5;5,2=A$F3'/1BP/6!,6B5LLZ$=*+<6VCHZ4S"W*6-_872>!.52B+X?D;?U]O8[3%/:DOR6 M!/]Z+,]564''8O/%Q,,N\LS3DJ*.(I/B?L0&4YTSF*^>,VF`154#&VT,?TA9 M:*4/&-$?3):69:V;H&$)\L+)4/\QG6!2,*3`O$<0_$'Q\Z(/Q;M^=//&`&W M_MS>_N!;+9#P9'FA9'!_`X%(PI,"\1Q#\;<>]<>B/7_Z_A1PZP]9FOU`PI/E MA9+!_0T$(@E/"L1S#,4?:V>>5X@\:%FTYT\[V'P!M[\_2T,#B4Y6%TH&L[?6 M\R.)3N;'8(]V^%-$FZ>PHS"C0XFHPR*O-56O8[\E@6'=G>3:F:"UY3P-25Z38EG*:IEUC^,6&9A=7FA MC=./(&B=&4OT!6AP1;;PS(R$KRG1:PIKX5D=XP,)NZ)%%XUM@>LK#G">4R,E M]Q*6BUV2752\&OAH!PTH-)%:/&2O#+SI[P!HY*ODBO]*ZFM64B/'%Y!TK#7< M;[7H^<5#0RK>6)Y(`RT\_WJ#=S,,G:UC`?E"2",?8&"[>]L[_@\``/__`P!0 M2P,$%``&``@````A`$TPVN=.$P``R8L``!D```!X;"]W;W)K&ULI)U9<]O(DH7?)V+^@X+O+0G^\'$_ONPO]\_3S[OQYVN^>KTGO M;W?9^_OBW?ON\)$)*E1.:6H<7UX.3_OZ\>G7^_[C$A0Y[=]V%VK_^?7P>>9J M[T]IRKWO3G__^OSKZ?C^225^'-X.E_]>BV9NWI\JG9\?Q]/NQQOM][]>?O?$ MM:__,,J_'YY.Q_/QY7)+Y>Z"AIK[_'#W<$>5OG][/M`>^(?]YK1_>/=I[]$"7? M&=G-:Q>,3S?/^Y?=K[?+]/B[O3_\?+U0?Q?\E*?C&VV)_G_S?O`'`>W[[M_K MZ^_#\^7U,9,KWA9*]SDO6\C<_-B?+\V#GYNY>?IUOAS?5P'DA:6"(MFP"+V& M1;S";3Y;*)6_4B475J'7J,I7FY(/B]`K%\G>9LL%KU#\P@[1KE^/"KU&5:(= M2C@4Q3"37L/,[&VY4,@7RR4JEI!8"A/IE3?I?;DC2+_7=M.KW/I7C^!#6(-> MHX9X^?NO'#^/!FPPK/R1&PR9[)?WQI.#,QH2?S`Z/1X3_A^\2^7;K^X2CPDO MUK7W7]\G[F+]NBCD>O?X?X4[]06O\3KU*R?^# MCTWIZP,FQSV>BTSM3YK#!I>+>CQ;NBUY]P\YW^%2CK\<][C_1[17:8WZ+CB+ M7<]^]=UE]_W;Z?C[AN84=*C/GSM_AN)5_-+A>2\T7GDFI#/RDX\+GR>67N@D M=Z;P/]^]?/[^V]T_=')]"JEJ2*F0IT(U>ZFL2M4EY9^*_28T9"1J@I;4E`@G MM8Q(VXATC$C7B/2,2-^(#(S(T(B,C,C8B$R,R-2(S(S(W(@LC,C2B*QD)#JH MU*_:<5U+BH_K)HQ<9S=^[VSU@'`,&:VTX#$33)2N8XU'B"PN>#1$$1X-423J M_*1=$>:($.:0$.:8$#PHU,&=4X>MX(&B4M%.WY'^I`C)J+XD0I^_BI"[H2HC MRC[GU4;50BK6)JW9=7N=HEJG8:&T0DV)F'$O:-]"Z$U9F!!M"T/+8C:MA$DQI"80&(*B9F%T/9W;D&T_5U8$'5_ MEY!860AM,VL3(2_2FKNQ086RVIRM#2IJ9RLA3"JG-4FPPF)#RLL7(ST'9T>L M,,$2BQ7292!88#'&LC'66(S25"A8=#'$4HAE%Z/T0JS#&&(IQ$I4*?UP)ZI3 M\46:@1F^2'-,GHOX;ZLV:$1J841I4;Z@CI*ZD=:0DEHPH M>=JH;$N*\SHRDI37E13G]<*(NGL/ZN[UTT"#--#0!A6T_AU9(6WR-[9"VJB; M6"'MI#:U0EH/S])`\S30(@VT3`.MK)#FLVBMJW2=8?,H0-B@6I$IIO2Q8D"JEMYY%FDRQ2%5*._*"A9M, ML7!52G,%815S,>I&Q1KI/D*2-?IOJ]9H1&IA1,Z(=(U(+XS()O;UP$`/#/7`B`/Q72AH)^YQ&FC"$._F5`_,],!<#RPX MH+1&4^'2"FGR6C'$K5GK@8T>V.H!(8Q(U8@8XT3P0)'=(GB@1!$>%%&$!X4J M`FVO!`^4*(\'2G(>#YXH+SYX%.G031=#.OF"G%7X;]--?65S)>T<5PT@.E;R M+HCF##5(U"'1@$23"1X$+0XX&]9F@E,Z''"F=)G@E!X'G"E]2`P@,83$"!)C M2$P@,87$#!)S2"P@L83$"A)K2&P@L86$$!C!$A)80P*+2&`5"2DCYW@66%A" M*LM=!6M-2+&YJR3*3[$ZNN6<9'7^VX\9NOJ5+N;E2]K)J!I`258'B3HD&@%1 MNMY0_LN[]_]3KV*:7(--J*6D/%A2VGI*)YZ2LVVEJZ?T.!`=(\WI^Y`80&(( MB1$DQI"80&(*B1DDYI!80&()B14DUI#80&(+"2$P@B4D:K@*%I$(592@52%E MY!S/(A164A6I+'>54&M)5:38W%42Y:=8'3V[BEL=WR/RPX;%:;/_:@`E-+46 M$,6K/65S5Z_1#:H.JS125&ER%6ES''`>I#83G-+A@#.ERP2G]#C@3.E#8@") M(21&D!A#8@*)*21FD)A#8@&))216D%A#8@.)+22$P`B6D0AUE*`T@64D0ATE M59$R^CXD!I`80F($B3$D)I"8 M0F(&B3DD%I!80F(%B34D-I#80D((C "*P;@84CL'*$E(YS/`LI)C5& MI,KVT^+`\Y#U&:"4SH<<*9TF>"4'@><*7U(#"`QA,0($F-(3"`QA<0,$G-( M+""QA,0*$FM(;""QA800&,'B$35\I6#:DD?\-('2,-"T*W!;6GJ$U)L0VU9,1Y MK-H2X:2.C#B3NA+AI)Z,.)/Z&!E@9(B1$4;&&)E@9(J1&4;F&%E@9(F1%4;6 M&-E@9(L16H+J*^\QDZ`=6G^*F5H*)H7"A$UBVEUE$0G,."Z],%@_K#V3T`Y.U5]_GMR?-8S4,=+`2%,B;$\M M&7$>\;9$.*DC(\ZDKD0XJ2"92\N@#R_2?]LPV9.C*03YASFLW^%IJG7+P<$6MTTY1 MIZ/4*7O6I[LIZO2T.I;=ZBN(9]WU@?FRON3%"RC[=JZ3F!I&ZAAI M8*0I$9[TM60DV@=M9M26""=U9,29U)4()_5DQ)G4Q\@`(T.,C#`RQLC$@M`\ M5INA3BV4=H1G&)EC9&%!S%LM2RM5UA8QK"R4UN@U1C88V6*$'!$JB!P1,RED M1HZ(ZZ00&CDBKI-">S2]Q'52R)&FE[A.LD)51R0WLSJB']=O/I:U25K5_R8( M=,$-D3JNT@B18%:9+]J6]35E&3:JEIKU8)N+MHVLCII5O,[TM!ELU\CJR4B" M*<)#,\E;I:Z&@%P9(X&+>?VS;>-M(ZZ MM6PI<$3UFK5KI/5DQ-E_?8P,,#+$R`@C8XQ,,#+%R`PCC+B3.IC9("1(49&&!EC9(*1:8B$IZJ"38TSE2G9;O7. M%2:;+5CNORYPB.NDD!A=,.,ZK11, M)#NG7NA[F/"V(B6ZZR1K4_5$?WUXS!/E+<1@W;@R22P85@@7E]?\[S,D3PT$ MD_-L8J@K3-EV@=I0D%S.5J89,GGYX>B6DN45;0]+VD961\FR;JIK)/5DQ-DK M?8P,,#+$R`@C8XQ,,#+%R`PC M?>['"DN8;)`70J'2_!`S++%P+EJV73K1!#'>ZKQ-='3W,,YD2Y;3'YEAG"D' MOJ!>IM$5,VXT2S,\9VO;4LW07R]@17<1&?'7 M5VLWX^HRW_)F(^G-IGR3)VDM&7':4ELBG-21$6=25R*O=(^9G9SY!2O@-9/3[E56/;A. MOH:1.D8:&&E*A,VH)2/.7F]+A),Z,N),ZDJ$DWHRXDSJ8V2`D2%&1A@98V2" MD2E&9AB98V2!D25&5B$27H/8IEIK!;%>@FSPAK88(=N#PB'SPTP*==&T#]=) MH2^R0%PGA>3(`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`4:&&!EA9(R1 M"4:F&)EA9(Z1!4:6&%EA9(V1#4:V&"%#A,*AN2%F:BF8%/*BBV6\K4A@SD%. M%\NX3J0Y=YT4*B1##+;EOE%'OTJ>U!S5#_TUV[&IH>&'P9INFH[*#\)X^0?] MHWCT?1#0#R%2QU4:(9+TG?RR"KM42TNRK7%J&UD=))ML0J3ZD0R=&\K69BJ(_JKNF..*"^6@]7> M])T0;"S5K!&JF:&Z&6J8H:89:IFAMAGJF*&N&>J9H;X9&IBAH1D:F:&Q&9J8 MH:D9FIFAN1E:F*&E&5J9H;49VIBAK1DB81I]2T(T8Y8.ITLQD[-T.5UJF9RE MTTDH)F?I=IH9F)S:\>I`]U?CQ@;Z]=3O?U[LZ=?YU"&(IU\NN^_?WO>GG_O:_NWM?/-T M_/5!`YO6-,7"-Z?]RV.&+*-"4^^B?RQD1O`6'13_K9+EK4:^0K]+:*:TLA7Z M#61+/%>AGP&UQ/,5^IU",][)5N@GD"WQ7(5^`M02SU?H=PO-N/`JPA:O>96Z M9^$;7F5IBZ^\RMH6I[5V%5I+9ZE$*]HJ_H_>FVVJ9BM56YOJV0K]'J3)-[(5 M^H%J2SQ7H9]II?B=[+?S]V^?NY_[P>[T\_!QOGG;OU"OW]^6R!Y/AY^O\A^7 MXR>-ALS-C^.%///ZY^M^][P_^33!+\?CA?_A;^#W\?3W=61]_S\!````__\# M`%!+`P04``8`"````"$`U,?X:#Q+``!Y@`$`&0```'AL+W=O_7;-^!QGN1E5G_LFZ-B9GQ'U&VMC:[>TVQ MV6J:FF0;28TT;[\'`7>XPP^JBM3%L.??[EPZ>___SR__QG_Z>[ER^^?GO[Z9>WOW_^]/[G ME__]_NO+__C+__P?/_WK\Y=_?/WM_?MO+Z#PZ>O/+W_[]NV//[]^_?7=;^\_ MOOWZZO,?[S_A+[]^_O+Q[3?\OU_^_OKK'U_>O_UE;_3Q]]?'BXN;UQ_??OCT M,BO\^_#U=O MWZGV_O^0_,??OF`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`O"N?Q=6W1$>I&UD1A*3,J`H!K2F['\754G(C.I+B5& M5`_UT*[E[ZJZ>5)9B>376ZFK4<*U99E5]\/1/IB/29 M'*W50#$CD8G(3#H+Q:Q$-D\J;U)ZWS)GY[4[BF[0Q/L3+G\GB;O"U"YAEX>0 M69Q5[>XR9\['R\M7]Q?VOS#>G:K:$MDS&A0]V?=(?1^O7UW?N__5M[ M9K0H>K+OE?J^O'MUX;H.;FZJNO==#UW*N-T2H?,Z521A8BO"T.GI@RKW2GM M/\"JF^M\J;X*U]2S_5VM[`1=V6?M&0W6<+^N7AU>A05GM`B5GEAG9K18PRQ] M^2JD8ZM%J/16Z=3+6\JJG:O/)8W8YJ-E3U"U[&5V8XO+65HZU`FZM:A>D/-W MX(8CHXFU9M9:N.'*:*NT:KM2\NWL*E<#2,W-2A MH=%R;+")U69&2Z/EVF!;U;3V)J7>+6]R2HZ54XUX;J_O7EW7Y^*F2KQT'JM"!4E@OK/R MZ%[&'A\&2VH:#):>-"<)N[5/<]:6%\8Z87=6^O2"_)+*8F-#;&*QF<46%EL; M8ELE5D_CJH!I./:?G_^`0>4B=.3"1M%%F-YAV$X:=V.6G1NL:[!>F65)@R(G M-S;8U&"S,I-;%#FYM<&VFM5>IJK#K:!ZX3[F:L2OE(I",7@(*?))XBZ1I)<$ MJK$DY`ZD9+RZN(WY<*D!2;=,:D,3#:2_(5Y''S&"^K@1G199<=8KLP_:,!D6F-2HR MK4F1:@:I3A;.%J[.=(CO'>D:#HMS/S5V<'Z,%J/*DR)1G M1HNBK(Q*-Z13JP6H\J:H<2Z'@NC9C(<+I:,62C[CR>S&4KJSA#G4";KU"4]N M6"4\I#6RUL1:LR"GM7##E=%6:=4S,A45K1F9BXWJ$IT1[A:X:R_V:\,4.^%& M2UKZD"_N2]0][]=:A`YHI\C.@%Y0=2Y7TM?75_&Z/JJ.#=VDR*1GEEXT*A_U M]36*1[LC*+K&Q"CY(.9DV%,X21S.U2HL M[/:?+4S-[P15'5S>A8:]1&$*:,/!M*HN0T([6IBVG+ZKRYF[7$S+=WD9JI;3>ABQ4 M$&Q5W9,BES(QZ@0Y@WI&`S<<&4W<<&:T<,.5T58UK%U)-8>[0.W7\W3Y;SV] MDLK":)6@Z@3&`WEA@IVD:5@A+N.NNX6I\YV@JH/&"I&/HUHA,HI=AO1GY"ZG M[^IREBC7Y6):_GR,#^^L%J:?DI=._VQG?"W+GRJ!1Z+(<$/4U:E1> M%RYO[V)&.VF$]39S;XM&/=G;JE'2&S+SX-"F$8TE)Y1ISR7+V%"A01*$0=*Y M_MX9T6V8G6*;,7J!5669WVG-6I#TYH4F=;,6HM&V7&MBDQK4[1KU=,Z MU5IQ+3I<;:5?"'70;[&0&F3)EAX#NPR9-\G"7.%T)E1QZ@7Y);$ M@:-&1A.CF;46CEH9;16JG4KU3!DZ#-/A$F4//.` M)Q-H>109J^1[538T*$I7YT>7XI$Z"\GTI#*F/#-:%#W9V1HZP_9(O2&RJ0SO M)%P]4K7MO*[:!/E\3)!_QDNC;)'J-,H^:L]H4&2GYC)?<7$F*#[L$,J1DX1AV=UW'JFF/UN`7F$Z1?99>T:#(E&^C?># M1PM0Y4F1*<^,%D6B3+MAJP6H\J:HX>DC!=45%U2"_`,.@N"?=G5FU"FRS]4S M&A29ULAH4F1:,Z-%D6FMC#9%#5<>J8>NN!X2%!9#VBO5L/QH%S\?<+8`M;(3 MY%*2GM%@#?4J%1SN\O)H5V>DW*,K*MT%WM#^K M[J3(=&=%IKLH$EW>F[<`5=X4[4AJ';"ZL8^OK]:"_"HJR#^ZI<@^?2?(/[DER"VL@S8TCT9%IC6QULQ:BS8TK561 M:6V55C61KT-=0FZ%O9D]/K@E)8R=XR>-$1262MJZ!7UR$O'+2<.MZ9K0H>K+K5:.DZ[!-HW_=>ZJ')54DC2O8=>+A M!,^H6@XSPA#H)?4L#5V>V2FRS]DS&A29UJC(!F5#W%5ON["F^52CWK4N71\C=7)#YONL[(;PXJ MLA3\S*@35-F7M1P:N.'(:&*MF='"#5=&6]6P=B75$2U7;BZHF+&_J_"DR(1G1HLB%0Z[ MVZO]784W18W3^`>+F6LN9@15BY[4-Y98G37*4"?(/\PFJ,H!26MDK8FU9M9: MN.'*:*NTZNGW2#&3;LW'14^*&2S_?OK%2EI:RFUC;//6:U-(?ZQ-D0G/++QH5+X[S/LW]G<]XDW1+ESYFQYZ;IW> M.Z\O*H+\HJ?(+7J,.D'.G)[1P`U'1A,WG!DMW'!EM%4-:U="Y:'[-^G)W3#K M!(6\D/9O)$P6O8N8\9WM[SIHG2);FWI&@R)=F\)J.]K?57A29,(SHT61"H>[ M;*O]784W1;SHW82:A$JY\)LU>WR8?KE\\8N>1+G'=<^,.D%^T1/D%SUN.#*: M6&MFK84;KHRV2JN>?H^4)>GW>>+TRRAF>B'#.DG+9YZHT:B\LN`W%.MTJM._ MV_K4"W+G]J!12"[+.LQ/U&A4[BNLNI/^U7J:N:=%HY[L:=6HW---S'(W_7MC M<4R5A,M]GIVUN?+P.5$:F)1B6])_$N0>?SDKLJA.D2VMO:#*ZRSOM$9M:%J3 M(M.:66O1*/-\561:FZ)=JYZUJ9HH;N'`XA<3PW8-R@Z:S8)LN^"D46Y#Y-Q@ M78/URDQN4.3DQ@:;&FQ69G*+(B>W-MA6L]JVE/]'V])/Z)3O(Z9K2SSM,TK% M3#G'\`1D2$Q/TM*MD'^HAJ-&1A.CF;46CEH9;16J/:N*DBMSBHL2 MW,.4$]`[1?LV$I;N011#:=$ZJU@NF(^T/N:^W`G:JZY=:P=%3W8UAJYH-WU2 M&5.>&2V*GNQLK3N+/PRPJ4CCNEX5,VX@N&C!*4(K848P75.(LT;94M4)JER5 MAO;9!XTRK9&U)HVRAC.C19%IK:RU:53#E:IH<:YPT9*>%$[7AU`SQP=J)$S2 MQ^UOZOPIHC] M12I7+9F:GN^\SAH%P5_5/0ERFX%G1ITB^U@]HT&1R8^,)D6F-3-:%)G6RFA3 MU'"E*EILUJ$"C9E:7E:[QDZ-AN7E[B8.VMG^KN9V@OS)RFBPAOFV'Z:?%"V60)TD M"FNJ'L*942?(WW86Y*P=N.'(:&*MF;46;K@RVBJMVJVJ:''3CXN66RE:PJ(7 M=VHD3)ZMP2_*A]KV;`%J9:?(-KUZ17;V#8KR#5W\5N*QNJ%+TS$?+PY$^YE4 MP?J9%5D_BZ+N'4[)OLL4R[*7BP!?=MQF5"U[&57+ M'J%.&KJ,L6*#N**UQ>I/(W%V-^V:.] M&@W+RQZ5P6?[NPY:)\B=FSVCP1JFU>GR*D[HT0)4>6*9F=%B#?<;(9=Q[WNU M`%7>*IEZHJ7JPDTTJN3BPI>KD6H"9H0KC/9WNA5D9]&942>H6OAR0V?NP`U' M1A-KS8*>M]&HO+A< M7<<'23L-L#6J5V2GY*#(EY)4^8P:E3N[P:^O5-OF8>F>--RZGA59UXNB)[M> M-4H^)SWRO6E`8\5,=8(;FF"O*>$CI+PT??$-!9@-F99=!&T:#]6V>C M-=S3/7I+P&0!*C,S6EAYM2A1#C779@&J_%"AVNI48#BKRX*8"P]_G;W+Z`X7 MD#(!L:,="J:3A+F-Z;,@?.M/CZACU#,:6&ODJ(G1S&AAK96C-D8/%:K-2]5* MR[Q,LME/VUTD4[F*D67%WA8*Y+F1[U3'I M@=&HZ,G>IKJWVWO:AIQ5QWI;&*V*GNQMB[U=Q#SZ077VWNHA2I5):XARQ5(- MD10Q=A:?[JBN.2NRJ$X0O-?IW6N4??R!T:C(M";6FC7*M!9&JR+3VECK0:,: M1J6*IF54XB$SRJAZ@A9[DW%'_$["[+C/BO(>\^4M_1I[9Q'F)>D,&F72HZ(L M?76XBI-DL@B5GA69SL)H5232-_3"@LTB5/I!4:OW.(G1P>]89&(W6,*W)ES?XS8IZ39XL0J5G MUED8K=9PE\;+(\.-Y%#FW!;FM M]8Y1+PB[!GKL`VN-W'!B-+/6PEHK-]P8/51:M8&/E$OW7"X)BJMGV)\Y:9@W M3\3*;V[?7-`#0-HA8M2[7J4L_1H4F?KH6J8Y=;B^Y?GJ8E1]5BE37Q29^NI: M%O60H6PN1M4?5&I7KRT/A9>N#O=<8`GRRZ@B.\2S-G3O+.@:K.>F`Z.QT7)J ML)F;+HS61LNMP1ZJIK5=J6QI7'7P8%*\O@L*B^E5O+YKF+CS>QV6I MDT8^5V*=@=%H#=/\P:L1XM;\9!$Z>V;661BMUG"7OJ"L9+,(E7ZH=&JG0TGU M[&+*I=9]1M5B*LB[G5&UF!+J1:M:3$EKE"BG-3&:66L1Y+;K5VZX,7JHM&H# M'RFK[KFL$A07TW`)/VF8-R^+/;V#WVF7NN3>W=.7%GH5MP5P4&3]C8K0[>-E MW!3[N[\_Q%-H5B7K;U%D_:V*GNQOH_YNZ5<@'U2IL02'XNK9FB%%.1D/AZNPDW;2EG:<9T%NN>L8]8P& MUAHY:F(T,UI8:^6HC=%#A6KS'JFU[KG6$A367-K*TC";;F=%N/P4VWDK2Z-R MN7U$V73P=S)#UMAKN/4S,!H5/=GUI%':]4W,KV>-L-X61JNB)WO;-*KT5E>' M#_KWO:]JM&!(O6IH\IO_4%=FROP:6YA]#KRA-(E6:S'>0BK,:GB\AE28M<5[ M2(GAK:.DAS>+DAY>+4IM\6Y18GB3*.GA;:&D]U!8R[='ZK1#^GY]V.92%O)@ MVN8'O,QZF@D?+N)^+*PM(;H>P]K,W/(":XG!VM(VI:S'^%NR\+D$J#A\ M)B'X3`P^E[:[^#&<<3"]!*@X3/="8;(^4JD=+KA44^93W\(J@W-;5TC`46)P M-+/:46)PE-K"1&(PD=K"1&(PD=K"-V+PS;<-OCU2LATNN&93%E9EV@$K<967 M64^>7<8]G9ASPMH2HD,.:X69%"8K,5A;VJ;Y=,"Y$#8[X'0)47DX35)PFAB< M+FU5/J3_,+Z$J#R,]U+!^%0?/963A>VPPT5J$%?=S.I55Y@YAI4B,SQ+K<<& MMXG![!GJK6,*=ZZ+7&5EYFEY^:>2#"T*9XK3C/F^NX^[B7`;5&RKUK!;>H1 M;G]/CQ@`"9-ON!T.L4>,!_6(\:`>,1[?TR.&J.KQ^OXN[FMCQ'R/8<1^L+([ M8-.,SX#,ZJ5<6#5JF6%'16QH3T,`"D!\=)#XZ3 M'APG/=A+>O#3ZP4_?[#*.V##@?W,#,]-J$\X"XAA12$&/XG!3V+PDQC\)`8_ MB<%/8O"3&/PD!C^)P4_/@I^/U'II.X!]RZSVC1A\(P;?B,$W8O"-&'PC!M^( MP3=B\(T8?",&WXC!-\^";X^4>8<+KO,*LW,5\TWB=E9K'U(J[E;Y?2>C^IHD M+OT\.L+PA%5:C/\4:W!M@QS7+>HHUBTK#8>1$E%W&.5B<\@9:G6Q$>8?\L-3 M&?M!.G9NL*[!^@8;&FQLL*G!Y@9;&FQML*UFP:.4=#8]RMEH[9$P/PT.Q.`1 M,7A$#!X1@T?$X!$Q>$0,'A\3@$3%XY%GP*.6'SB/:F(M)($RCI4>9[2"= MD%[O<=6#?%>Q@H.=)4Q7>]A)#'82@YW$8"3BD6#DYK*2V ML(T8;/-ZP:/'"H9#HV`0%KZT?ATN`%AI6"F5I7U,6$EL M*.S)Q1WN2E.[-P=W20[N$H.[I:U-2BSNX6(/QTN8:^-C!A'F0"KZGYD%X2.AP3`WB12"S M:AM4XAS#\%(<1I(8SB%BB&"%B&`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`8O"/&.PC!O>(P3QB\(X8K",&YXC!.,^";RGY M:/J6LY+:M\S2"X;=UL`ME7?Z!FQ[.A->EK8Z1>$E,7A)#%X2@Y?$X"4Q>$D, M7A*#E\3@)3%XZ5GP\K%D3=YQ77N9$S.WW8;SF!A\(P;?B,$W8O"-&'PC!M^( MP3=B\(T8?",&WXC!-\^";R$1M44Q9Y*U;YFA&M%Y!-^(P3=B\(T8?",&WXC! M-V+PC1A\(P;?B,$W8O"-&'SS+/B6DK_FN9NSPMHW8;XXD'=BNTLH?*,X^$8, MOA&#;\3@&S'X1@R^$8-OQ.`;,?A&#+YY%GQ+N9WS+1<^^(D+6/WMMP_O_A$? MYTMWF.-6L#*[-X!Y*''&X&=FU2-^_%M]+DRG-2PN397!8F*PF!@L)@:+B<%B M8K"8&"PF!HL]"Q:G+.^'+,YI83UEA9F=L)@8+,[LT:?^,(%+A#H)=XG!75*' MNR6N_=0?O"X1J@ZOB<%K4H?7):[]U!^<+Q&J#N<]"\X_ED/+BZYKAW.^G'X- MR%_0J:27MNZI-[B>V_I?\FLP^$QQ\#DSIP>?*0[.$H.SQ.`LZ<%9BH.7Q."E M9[67^]NNW2PN%R9Y#7;EI;!T4C@OZ;O0!XVSA?AQ5 MWH.&Y![#B*5*J#EBN42J1RPSC)AZ=3K(J[K=I\'H4!R&(C/W2`J\E[C*>V+P MGO1@-.G!66H+9XG!6=*#C:0'WWS;X%NJ$)J^2>G@G\"05W2';V'PEZ$USOR` MEUD/^U;[>G?A,4O"9 M&'PN;;/\1?QN+&PO(2H/V[U4L#T5$TW;MI,4;"<&VTO;+$_OHL4HE!"5QRAXJ3`*J31QH_!L'BVO\ZY')]86469CW"[>_I$0-0]WAWR=^-UA#K$>-!/6(\OJ='#%'HD7[3"R,F M(7N/8<20S/@1>_X,2`W"_31]^[C=/D8:DN/J4KW@9ZIKW!E`?L:'V^1=Y/6* MDHLCMZL!/ST+?:;\G_N\M/L"\D+NNI-<->A]`;IW+6WB?0&[?U`?Q/YV:W<0 MY=27UUY7?0NC6TIT$"Y0I\?YT(!="_8M.+3@V()3"\XMN+3@VH);"SX$&(Q- M.:\S5F;4R\>?!9'W8L-Q6QRQZQL2U3<'C4-V5Q91N\OI+/FQW]'5 M]W0;P\2E./A&#+X1@V_$X!LQ^$8,OA&#;\3@&S'XYEGP**6W38]RWEM[),RN MJ:>#O`K;K7/PB.+@$3%X1`P>$8-'Q.`1,7A$#!X1@T?$X)%GP:.4?#J/Z'H0 M=VK3]XWB]569+_.%I:[+R=OXXK6%Z>D+.R5)MF0,=A*#G<1@)S'820QV$H.= MQ&`G,=CI6;`SY9X_9&=.5NNI*,RM7YB+&3ZZ!8N962*HPEAB,)7486^)$/51UL+E$J#IL]BS8G!)&9[.M?CF3K.W, M+)4%92;BRXM\)?%9J%3ZZ0M*F.W5%BPS>)KCW'8K/*6V<)$87"0&%TD/+E(< M?",&WSP+OJ7$L.E;SAAKWX2%K[+3@_,3Q>/0Q/J#!L>'(14<]K81@>76PP%!FZK3_X+LQO\RFSCPVC M)+5_$XUW`+2-]B@3/LZ!O'1!:CXI,R) MSPVV*%/Q"_H-M]6%J/RF+,L'PU/Z[@Q_-K>2=V]7LU49!D([A>FY,,""I>S< M8#`VQ[FM.AB;F?,#QI(>O"0&+TD/7I(>O*2V,(\8S/-ZP;R4USOSRBDMK]RN M36OB/AWZQ=_X`$+.?>X#GU!L^I-WANC>6SW;VZ>+PW#(@UT,^&$?&]A1%) M541S1*2\\-=`>6TW1D2UX;Z6(682'&8(AS/$4W7:&@YGYC;$,&^Y,5QD"!=) M$2Z2(ESDQG"*(9SRBL&I5"`TG@<_ M[J`PR5,NX#!)`>#B<'@TC;-TKM7-WZ*WM^')QWA?8G7OF"] MUPW6IZ+!6?_\FINKC'I(A-5K;H;UFDL,7F=6K[F9.?_A-;6%L<1@+.G!6-*# ML=06YA&#>5XOF)>K;FYI*A-RBRNN6$`,6VE[?>ON=9`AQRN9EBON<)L M.8&KUO@[UUQKH+W!<^H-GE-O\-P:Y]ZNZ'5U&`0+TAXP"KZ',`JI#"FC@%7F M-US3#D\\/(>I1ELRPNKU5^+PCDT]$*R_#.%VALC5-!#K16;U^LN-,8D9PE%2 MA*.D"$>Y,1QD"`>]8G`P50K.09O'N82HY[$PRZ4P9S/#$J^?'T81@T_$X!/I M8592'&PB!I>(P272@TL4!Y.(P2//@D>I4&AZE"N(VJ/,PA;*'=T*E7>!NSD" MWWQ%(C?QF<&W'%=MH7`?*,X^$8,OGE6^[:_Q;OEF[S>N_)- M6;BVW]).@`1*\8%'`N)S9^>#A>B<[)2YZTK?8(,RE;_"-Q!C[LGRDS9S\G.# M+B_4=XI7U4CY4&TX2B/T:/1`8FP,= M@[&959=B86Z9A;'4%E82@Y6D!RLSCW]\"1_6J=-!VF+G8,^X;FD&P<8LA1"U%C8*LW'!_,S,G?JPL;3-\I3/ MP=42HO)PE>3A*LG#U=)VE\<3:&$W'2:7$)6'R5X^F)S2^:;).<^O399ZP!)` M&"KU@-7:<)`8'!1F;>%@9K6#U!:6$8-EI`?+2`^645MX1`P>>;W@44JVFQY) M:FZS`@NEL+A04CTN@>D+XF7&-NIQ"]/QA)>Y#W?"P4MBF(W"\L[_X2YNBL/9 M$J'J<):4X"PQ.%O:[I/Q@AYVA]$E1.5AM)<*1J><1@GM<+YJ5DW9EGRV7. MXNLS.;-T*[I,/ORT*#V@)"_\?G*YE"*A6BZ%V;A@@F96G^RE[3Z%[K'!28EE M"=$I!%=)'JZ2/%PM;9/\\>8NI@LPN82H/$SV\L'DE-D[DY^?H;D4J,W/#.9K MGUA&A5D9B0E*#!,T,U2OVA;.9E8[2VTQ08G!2M*#E:0'*ZDMO",&[[Q>[=W^ M1F[G79F@\JKNRB-AKIP['82Y39QS@W4-UBMS>H,RISFN# M;34+'J5TW7FTSZ_ZO1SZYFT[M]X7H]S82%JS57V/JR;KF4 MXA5-H?+`5)0ZP-[C"UO=SRY<,+V-6 M!QNSE-N\@(V9N8L$;"0&&TO;-!.OCO%59#"U1.C`P512@JG$8&IINZO3UP=@ M<8E0=5CLE8+%*6UW%C][0=:W:%?+9\[]TW/*VBF6R@RK&S;,8*P4#OZ*+,R9 M#6-)#U82@Y6D!RLSL`D%*'R3 M_#[?(S^Z=S_I]:8$J-DP49AM9V!V"K,3'R:6MGM&=W6(7\&"IR5$Y>$IR<-3 MDH>GI6V6OXRS'Q:7$)6'Q5X^6)P2]J;%.9.O+9:,WY9$V)D9?BQ(^\/Y30P. M"K,Z'`YF5E4N&F=ZL(ST8!GIP3+2@V74%AX1@T=>+WB4\NVF1SD1KST2%I;) M8[B@P;@$:1>PE^1@+S'86]H^ M\2G@>`G3+N"XEPN.IRS=.?[\JIG3^GHDA-6K9H;UJDD,%F=6U3'"G.VPF-K" M3V+PD_3@9V9.#WY26YA'#.9YO;IJYC_4#\(IBZMFO(.CX*=5T(2H_%6;R!E/G55)G3&QL,5I(>K,S,Z<%* M.6:S?&TP>.?U@GV?3,V;P_AX_R1FM7TYV4^;O7#0:/LIZ+ZY4YO4&9 MBX-'U!8>$8-'^PTAB,-(:BSYN8/OGQL*> MHV^@O<%F4H;-Q&!S[.V6[V?[(.T!QGNU8'Q*XIO&Y^R^-EZ8OS`?Y072R63M M$;9*I(.P-1A>6D"\N)P?+2=N_K]O#JUI\9X7-A-$J\]H7!\+IA,%+6[P;C MN43S*.^1K@,9CG]8)Y*8%WYMF5/&?VM4G_G[)S37(F\E6I\'1$ M\RF28NZA9Z:Z[1C;Y:BNB=G^G$^44A1QJJK]1Y%Y#P$"'\`+D'B=WP#P(:L1 MG=?-E'1T.X=E&.[D#)^?GOY<=C:O%UT41\G%N&K'J;Z+;>4K4/(:>+G#8[$I M%=)>+[K<`6V+.Z!M<0>TO08^WZ'8^0*QKQ==[H#:ZSMLU$Z/_UWM1]0YM>$_ M[R[':%\=9W6QK8=P+K8=??C+#:F2RWO$VHB2YY>+ZP`02BZV6R7+P"A7&E&N MB!'EBAA1K@R,4J41I=8QWBJU/3S\72DY,GQWL6T][*;.U9<+OS,>OKKL(G+[ M;EL[UO-];Y[QB^VKX^'O,5W=]O!NN\8^BFUZMYUCO]]MGZOCZI)+XN=WVRGZ MC=#IY:^JY'>]IQR;OKO8;KSGV7CC/4L;RJ[?,T[/0W>QW2I;O+<<+M>M[H&6 M17QHN=A6\:%E$1_B%3;$6\>W$2_=_Y5XUUJZO!?<>$_62I_>'[-^9>T^RUJZ M7)A9\._7/6P/%VMVE_B^X641]QS7U;$@[F*[<0.7Z[YY3_1>@F:"Q>(5GS?? MQ)"_N"/R%W=$_O-UW[PC);*YX\O3A^VX%46TON>FB/*FL2JB[]?OY=7DMNC. M-HKN\E#A3!8C8S,7&V5ROI`Y%!983HMXYPHU]>&+ZEWV8WGMWE6/.K+-7%MMVL9KN4!DV7UY.;\P_, MB*CEE:A:&GLSHFMY);J61H0MC2A;&I&V-")M:7S;&#>"Y[5C*_BWCR[:G4\+ MIQ@OM0[-$T]Y2LKK=D;\^L)+:"KR-?3%B.:E$&M&\-*)Y M:43STHCFI1'-;XP;S?-V\>]JOKR1W&J^V(IZOGG%H9Y?+[S(B^:E$&M&\-*)Y:43STHCFI1'-2R.:WQ@WFN>E9*7YM>U>50+<\O*#>.8;$QI?RB$;H5-JIC84.WPH9NA0W="ANZ%39T*VSH5MC0 MK;"A6V%#M\*&;FO;1K>\@*ANRYO);1U<;.M#!W;G`[E7-G0KKD.WPH9NA0W= M"ANZ%39T*VSH5MC0K;"A6V%#M[7M5J/L7J<:G?+ MOCWE!'G/L5T=,?(6-JKL'[DKBB^7<=?4/18TK0WI_#6M]H47EX#W@OONL'K[G*$]TVE7]X9;B;M72Y< M;59-#5\N7,^&O-A6K_@4P7+=RD81G&U73X+>17QH6H1%T\*&ID5\"%C$ATCK ML!N1TF]7D98._6T-/]NV7U^W^S#MSB>6?^_KZ_6RBQ>C.B_W6'V_0\O"AI9G MV^+?7[=3ZQ#V_8)+Y`A;1(2PA0UAW\/F(7AAVNK-4[!Y&4'T]^LO]T+T=;P; MT=._7XG^_4[$\D)P6QAGV\V7V//QY:NOI-38Y<*5#947V\TXUMFV4AZ5B[`( M6]@0MH@/81?;*CZ$+<(B7F%#O'5\&_'2R5^)=VW+EM[_K4B+;;,RZ74[S72W M6Z[[WH?8RV5T:-X]=S$+$'7/L5T=#'5XL=WZ@S]R5P0_7W9>95HLO$/^XH;( M7]P0^?_(#2F1VQN68P\4T/J.FP+*&\:J@+Y?NY=7DMN"6VPW0V+T%M)NWGR& MO=BN@U_(?[YN_17V;+N5OX@/K<^V:WRH6\2'NHMM%1_J%O$A91$?VJWCN]7N MX>85C([)=KN5\S=8W,R/O__UX\$TM^#=_L/GC[_^QY]^9M![_W/N3_@-J\).NSP+XS/FGM?KDRC;<'QN M"SN)7;+GL%,/NV0O8:>VL&0?PDY=FBWC2%G2N7B5@CTF#\OLYI+MPD[O""5[ M"#L]KR4C[SG/4'2ANP!;9L84X1["*%`+]Y!TWG=O['UB(1@QSIB8ZJ!LI0.`^/&=E&2'INRQ(G;+UG< MV_[T%)8L;FY_>AI+%G>W/SV5)8N/VY^>SI+%N>U/3VG)?L[S(VFL4IYFIRSU M>LK12O'GQST/J=49,OF26^U2#L:0>9)\2)S& M^!J\H[XLG:)-.\!7X:13&5^'=]0797PEWE%?E/&U>$=]48;,R;LRRF%'?5'& M:,..^J*,K^<[ZHLROJ*GC)3Q-7U'?5'&5_4=]4599FN1!R8BE?6%Y-\E#UY? M8*33&$F\2SJ-D<2[I-,82;Q+V1JC6.]2ML8HUKN4K3&*]2[E9XRBNTOY&5Y8&E+67X43YX'9>0AOH?E'F4XTA*_JXS[Q4RGKID)!\_D46N)?<$8=I%UQ1K9I5YP1CGY(]D$H\TX0GC%GR(5?R;,R$+LK(._XL.^N4<9('_)(SM*9=<5;E?OQ8.MFP*7Y)&9LTQ2\IRS98 M:*V,7<7BEY1ESRORH`Q)XI?8P*[,.\F/7UJFO&[>29^]QTL+&W6799A]Q MXE26/<$3IX4CSM?$:7Z0.%\3I['LEYTXO\)2/QF]*]-)D/@S957RSH_Y$-(9 M?Z:,Y,>?*6/O\/@S93D1@#)21K;CSY1EOW_JF3)TB3]31I#4SV6-W:9L"1=_ MI@RYXL^4(5?\F>J)9O%GRI`K_DP9AV5/ MWHTN!(D_4X9F\6?*D"O^3!ERQ9^IGF@6?Z8,N>+/E"%7_)DR-(L_4T:VX\^^ MPI[S3#_;,Y8#U=!%60Y6VY^.!2N?OYRFAF8:+L>HH9DRY(K_5#W1+/Y3&7+% M?RI#KOA/96@6_ZF,$]E>B'/9AF937SA=[26:F0]!DI?DSQCCK1_(G^8]A_'M M3\?`E7HV8?Q8&>7HO:336([@(^_*XI MNAA#EZ?H8HPXXUN7?59*K>,CE1%GVK&OL*=GZB.)7E MH'C&_)11K/&?G`94]6'\6#@.FD\;IXP#YU-^RCAX/FV<,B3)F/B3?1-`DK1' MJAF2,%[E#$G2'FDXLIWV2!G99DS*&=E.>Z3AR%K:(V543<;QG%$U4U\T'))D MCL&3];V1)&V.:H8DC,LX0Y>T.1H.2=+F*$,2QEZ,0W'_>++51>2D;9?&/F;FQS)'=^#-8 MVIQEDM2&'<)&9\Q_WO8T$SUY'XON9\]#VB6OJDR-'M!,V6D\R7IM#C1+'U: M96CV@F;*F/@5/\$./O8>Z1@T^6.*GLHHGLPA M5%8E+?Q86NHP?HPU8?P8:\/X,=:%\6.L#^/'&)+$U^E8*Y+<1Q?S@^B2.J@, M23*'3QF2/$07TQI)'J*+,21AW-<9V7Y(WBT\7+L]%X68$4**DU!#:F5-)!&20MIE7203DD/Z94<(`R0$R*!DAHY(),BDY0F8E;Q]X MQG4@MT*=2M6I(;62!M(JZ2"=DA[2*SE`!B4C9%0R028E1\BLY.T#3PG'$$D] M0)U*U:DAM9(&TBKI()V2'M(K.4`&)2-D5#)!)B5'R*SD[0-^A\7UI@'];E6G M1K=:20-IE7203DD/Z94<((.2$3(JF2"3DB-D5G)`@X-J,$`&)2-D5#)!)B5' MR%')#)F55)!*20VIE3201DD+:95TD$Y)#^F55(R>OG$D;5EW&L9_WY;M539M M8_,!GZ@#PP?(J.0(>5/2,/[><>YBF8)#1NV5'"%O2@XOO/GIX.P`&92,D%') M!)F4'"%')3-D5E)!*B4UI%;20!HE+:15TD$Z)3VD5S*_T,J\6"E4+]1>3E$O MRZ>&-$I:2*ND@W1*>LA!R0`9E(R04)L:/T-F)16Z M5:I;#6F4M)!620?IE/20@Y(!,B@9(:.2"7)4,C[3,BU+IS<:3)"CDADR*ZG0 MK5+=:DBCI(6T2CI(IZ2'')0,D$')"!F55.2GTOS4D$9)"VF5=)!.20\Y*!D@ M@Y(#HZZ'9^OO#!FK53)"1B439%)RA!R5S)!9206IE-206DD#:92TD%9)!^F4 M])!>29W17!V4[3.6JV3*2*Z2.N.X.AS;0P8E4\9PE1R>>;9UT'2`#$I&R*AD M@DQ*CI"CDADR*ZD@E9(:4BMI((V2%M(JZ2"=DA[2*YF?\#NZH+1BO7?E0]20 M1DD+:95TD$Y)#SDH&2"#DA$R*ID@1R4S9%8R/?&2@9(`,2D;(J*0B/Y7FIX8T2EI(JZ2#=$IZR$')`!F4')[P;T_6 MMQP@@Y(1,BJ9().2(^2H9(;,2BI(I:2&U$H:2*.DA;1*.DBGI(?T2NHG/)(. M6O>00&P?(H&3,"+:2"3(I.4*. M2F;(K*2"5$IJ2*VD@31*6DBKI(-T2GI(KV1FML'\:+ZJ8JY!I=,":DBCI(6T M2CI(IZ2'')0,D$')"!F53)"CDADR*YD>>4YUTY$9,BNIT*U2W6I(HZ2%M$HZ M2*>DAQR4#)!!R0@9E4R0HY*1W5Q&W;!E@AR5S)!9285NE>I60QHE+:15TD$Z M)3WDH&2`#$I&R*BD(C^5YJ>&-$I:2*ND@W1*>LA!R0`9E!P>\&^/ZM\@@Y(1 M,BJ9().2(^2H9(;,2BI(I:2&U$H:2*.DA;1*.DBGI(?T2NH'/))NQM-#!B43 M9%92LQ]2J]LA]9!!R029E1P>>+9U$Z$!,B@9(:.2"3(I.4*.2F;(K*2"5$IJ M2*VD@31*6DBKI(-T2GI(KV1XH'^@&S.-D%')!#DJF2&SDOJ!%18/UD_L(03I5M4S9!9258UN7=5##DHFR%%)14ZKK^24=1%*6L*T2CI(IZ2' M')2,.]IMMK,KO]U.D*.2&3(KJ="M+;9L++48(2,2B;(4S2,RJ9().2(^2H9#[M^6-/<(5NE>I60QHE+:15TD$Z)3WDH(2-C(A-WW^6 MG9&DAK")$:5M82IR6JD&-:16TD`:)2VD5=)!.B4]I%=R@!R^0K(GA4V#9C<* M:H@1]J*@AAAA"X_LN"2ZL3<)-<0(.WZ@J!'VYD!1(VS/D9V6Y#[LV8&B1MBQ M`T6-L%\'BAIARX[LL"3W84T+$ZUL20BK8)G^9).R60C+%" MIJ$3Q@CSSU'4"$L/4,<4K2&L@1!%6P@K((2P;@!UC/005HQ(F`'">A$AK#0@ MIT:8^TZJ+3\UI%'"O'=2;6&8]4ZJC;!8@%0;8<8[J3;"-#_"V!/,E$S"&&%& M)CDUPH1,)F4:83XFI6V$Z9B4MA$F2:*;$>9(,D_2"%,D4=0(,R11U`@3)%'4 M"/,CF2-II,K'<*D%-5U!>PYJ')CU*GM$0-@``'1P!`!D```!X;"]W M;W)K&ULG)U;D]LXLJW?3\3Y#PZ_[W)))=5%T=T[ MNB1*XOU^SK/'[9YV3-ONL#V7_>_/`HED`EB07#[S,.7^,K$2(D``3)+@3__] MGX]_OOK7^R]?/WS^]//KU?OKM M[9^?/[W_^?7_O/_Z^K]_^=__ZZ=_?_[RCZ]_O'__[144/GW]^?4?W[[]M7OS MYNN[/]Y_?/OUYO-?[S_!\OOG+Q_??L-_?OG[FZ]_?7G_]K>IT,<_WZQO;^_? M?'S[X=/K66'WY24:GW___<.[]X?/[_[Y\?VG;[/(E_=_OOV&^G_]X\-?7T7M MX[N7R'U\^^4?__SKO]Y]_O@7)/[VX<\/W_YG$GW]ZN.[7?KW3Y^_O/W;G_C= M_UEMWKX3[>D_2/[CAW=?/G_]_/NW&\B]F2O*O_GIS=,;*/WRTV\?\`O,87_U MY?WO/[_^=;4;5[>/K]_\\M-TA/[/A_?__NK\^]77/S[_^_3EPV_%AT_O<;C1 M4*8)_O;Y\S^,:_J;02C\ADH?IR9HOKSZ[?WO;__YY[?N\[_/[S_\_8]O:.^M M*?+N\Y^(A/]_]?&#Z03X[6__\_/K.T3X\-NW/_"O^YOMP^W=:KU]_>IO[[]^ M.WXP95^_>O?/K]\^?_R_L]/*2LTB&RN"OU;D_L5E$66J`/[:LJL?CO]@-?#7 M:JQ?'!]=?HJ/OS]<]R=;%G__O^N^DA8P_Y#:WVS6VX?'J0FN'/85?N54=_,/ M6_3AYF%U^W3W@,-YK22:>RZI[0Z-:R6DG="+)-;Z9OVX76WO34^Y5A2=80Z& M?RS5?%E1:=F5-NWJYG&[W=P_?N\G2N.LM'5>WBO6...F.IM_V#H_WJPVM]./ M?>%IL9:F-?^P(B_NW&_F$W4ZP0]OO[W]Y:D)S(0&5WBM2!&4FK!N]OE-#3F:9K5LW#]N/(;Z'EV,L/YXO7@N^P7EZ4- MB21$CD1.1,Y$4B(9D9Q(0:0D4A&IB31$6B(=D9[(0&1TB=>&6,!0&YH);Y[= M>&PU_C@+H;>T%\;6)[_)GJW7M59=7)96)9(0.1(Y$3D328ED1'(B!9&22$6D M)M(0:8ET1'HB`Y'1)5ZKH@'=5I6)T>"I\>28/\_D;CTM;LT,MR=R()(0.1(Y M$3D328ED1'(B!9&22$6D)M(0:8ET1'HB`Y'1)5Z[8#D8:Q>#_7:Q9+I>FE8> M>R('(@F1(Y$3D3.1E$A&)"=2$"F)5$1J(@V1EDA'I"A[-Y-X;*->/P?KDL'C)&9D0.1(Y M$3D328ED1'(B!9&22$6D)M(0:8ET,\%UCOSV?B8/2@8BHTN\-C29'+Y*N-B& MQMUO0TLT^GXF3^@V.MFM'S?^9'=8O.1W)$2.I'U:?#SMK:]]7KQ$.R62D7:^ M^'C:][YVL7B)=DFD(NUZ\5'MS5-0[69Q$NF62$?2_>*CTJOU8[`<'!8OT1Y= MXG4)7`>[74*F08/]II_)X]-TK;B^706GZ7ZVWSTM7?5`)"%RG,E:2YW(YTPD M)9*13DX^!9&22$4Z-?DT1%HB'>GTY#,0&5WBM=(*"8=8,TW<;R>+-M#2,W*U M"B[M]^*FT^>!4<+HR.C$Z,PH990QRAD5C$I&%:.:4<.H9=0QZAD-C)"^G:16A!.7WW@MS6F@O.H:;U3\)>1T8G1F=&*:., M49-$2LY]GTA-OS9H2>I^,$H8/) M0YC^>;]X)8+TEQ\9G02I_%F0:J6"5"MCE`M2K4*0:I6"5*MB5`M2K4:0:K6" M5*MCU`M2K<$BTY1R6$=QF\3\YD*_B#:7X<'$/*,-5N?.0+&^]9><^]7L=K^= MAH#-ZB9<2ZN#U"^QR)D+CHQ.6M"D^S=/-\$2[JP.HIRR3,8HUX*3\B:LI"(/)O<(?H&.H*@O45H=$$'1HD4U#Y]9'3B@F=&*1?,&.5)$D-N>5D;12;RL\F.H?%8'44X%J4S&*!T*R\W@3CP:!V$1X%3<)^-S"9$J<;?"^I96XXAZ/Z MC+Q)>$;WNGX_V((.2BQZF![9F-;O1XON]`BA^-;M-N4VY M/4[+YX-XF:3GOWZY"^_;)6+7P>1HD3-1G\3+Y%$OQCJ+E\2B\245#XV6<;1< MO*Y&*\1KCK99K6Z"X:X4#XU6<;1:O*Y&:\3+1GNX#R]#6O'0:!U'Z\7K:K3! M>JT>YQ%D=;_=AI<&HRA-\?R^9E(T3E_[[H@QIW2\/C@C;_J?T9/^OH-Y0`5# MS9.N3!-!ND@X6N3U)](Z2T'52@6I5L9:N7AIO0I!JE4*4JV*M6KQ4JU&D&JU M@E2K8ZU>O%1KL&CUJ*NJ4=PF,:\9S0,\5YMQ^/P75N\XL:>1^=?)WU_.6X2$ MJ)ZW*SR<%2SGI>2M_LA#A"41=K3,S8Y&W,X1ED98QG)YQ*V(L#+"*I:K(VY- MA+41UK%<'W$;(FSTF=_0%])N:TZ[6>3/#:M5L";:Q]QX;K!>]BKN,;BOD(B( MSO1'1B=!6$]*E6QZ@7 MI%H#:XWB-6GYK65R8LXLO@SSURV5) M(DA_ZI'12=`LS!=_:A?A5)`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`4?K1>RSU+PI%INR*?@DN"L;E(R?5'(C$/FJN6%#+*RA;I) MR/)%(2L.6:N6%S*XW]*HFX1L1U5RPF)QQO](6E0-PDY6G2Q M+;W.B?=OO,XID\S$_4G&(G^263\%-\[WXC:/=8\/X9,M!W60*B>"=!0]"M)S M\R1H5G["4R7^P3BK@RBG@E0Y$Z3*N2`[#ZQOPW5>H1XB70I2Z4J02M>"K/3= M)JQUHQXBW0I2Z4Z02O>"9ND-3XR#>HCT*&B2]KM"D![\WJKQCM.&%KFSC47. MW;X#H\0B]P:@:.D//G'!,Z.4M3+6RKE@P:ADK8JU:B[8,&I9JV.MG@L.C$9/ MRV_%"\DWO+,3KAHM\JX'M\'EWMXZ/DOB*+'%EE;`3@K1># M@]>HN\1I!6FS`*!&D-WJ.HN7V@#FBHW66@BJ?"E*MC+5R\=*"!:-2D&I5K%5; MY.2;&T8M%^P8]18YOW%@-`J:ZN6W5I"-FT9E]'(S,W!I:%%3YCGES7A M-K@KLK=.&*0=I_"MAH-Z22]++-JZ!6EY<[1>6)A(P9-J:<1-^*K,6;VD8/JB MB!E'S%5+(V[#WUBHET0L7Q2QXHBU:FG$S3HX=QOUDHBM:%U=C7?BI4>U5RV- MN%H_!P3M]YQ$2\[$R$C)F__$O$ M08?6HX1W!YVYDM>#G47+!GL(%X2I.&BPC(/EXH68R]E'-T@+\;*SRCI<,I?B MH,$J#E:+U]5@C7C98-OPIF4K#AJLXV"]>%T--HC7'&R]?0R/XR@>4S2_EYE\ MXP]<-R.A08/?C+SY:T;NXR6VH/MXB2!]].)HD9O%%"\]4F=!.L&D@E0K8ZU< MO%2K$*1:I2#5JEBK%B_5:@2I5BM(M3K6ZL5+M09!JC4*FK3\5L0@=K45@Z=+ M[HQ_<.%ID5X=[\7K7D_L0X0E$784IG(G08[<.<+2",N$J5PNR)$K(JR,L$J8 MRM6"'+DFPMH(ZX2I7"_(D1LB;/29WZA!`G)>E*QO,!A#->(EP9Z"?%,K#AJL8]0+NAIL$*\YV/W- M?9#"&\5A"N9W0)/I_)&Y8UJO//B)O$VP=H]73PT7L;Q\L7M:KQB<9-X MX>OSY>*A\2J.5R]N5^,UBYO$"QNF73PT7L?Q^L7M:KQA<9OC(5\3',]Q\9CB M^=WS!Q.B&TZ("D)WE)%A;YF[`A6D*ZI$D*[.CA9YW6H.Z6B=I:!JI8)4*V.M M7+QTI5<(4JU2D&I5K%6+EVHU@E2K%:1:'6OUXJ5:@R#5&@5-6GXS!AE1RFN' MHPIG2CFC5$%/ MB]/+PIT7MPOATDBXC,/EB\[57UK%YVKX9K%[4*X-A*NXW#] MHG,UW+"XS>%683I\],/Y'?%"XG7#B5>+T.%TV)B],%X).E@O='U!B2`=;XZB MY?8&F]"D&J50I2K8JU:D'ZLQM!>O>]%:0_J&/46^0< MKT&0UFL4--7+;RUT!'>)*7=&S846$E1%615@=84V$M1'615@?84.$C3[S6Q"7H]$6-#Q8-LX(-TWD3-IC M=#9>#CHP2A@=&9T8G1FEC#)&.:."4@AO[6PDHNV MEN%!:UFD`\`>I][DI>C`*&%T9'1B=&:4,LH8Y8P*1B6CBE'-J&'4,NH8]8P& M1J.'_-;Z7EHOV`+/W``(6Y'3>M;K>[O@J9N"D]K8SR,W7/$Y0BUK$5.:L5Z M?6]O/'73EIW%4%+044*J_DD+NBOTQR"7>%8W$4L99:R?JY>G'Z05"G43_9)1 MQ?JU>JD^[Y.G7B+?,NI8OEO M@='H(:_MMD'F3=INXOYD:Y%YW4^O?7D//>N&[K*T(*.$T=$B9P@[L=>94;I_%RT9["+*OJ=@U5L8H%W0U5B%>7NRB=LDYC?7A9S3EG-. M%IF5H3/0T]N]ULV^'KA]"A_#.:B#-'LBTOICCXQ.6M###CSP@=073WULMY(O+`*+'(60,<&9VXX)E1R@4S1CD7 M+!B57+!B5'/!AE'+!3M&/1<<&(U>0;^U3/+)N;^]C+)S4LJ]C[VU>2IW`L"[ M0<&]]+VXS?/-EO9S.*B#M'HBR#UM;31%)_&RRC1MGM5!E%-!*I,QR@7-RMB3 M+?A1A3J(*T@C1.QZ@7-,=98P?+8`4SJ(=( MCX(F:;];!#DRNI459%VVG#NSR+VS8)'[B@:CQ"+W%0W1TF-PXH)G1BEK9:R5 M<\&"4ZP?7/0]5/QT&@9 M1\O%"P//LBRARY)"O.QO6]%FT:5X:+2*H]7B=35:(UXVVCWMY-&*AT;K.%HO M7E>C#=9+=VF[#]ZY&T5GBN;WM1_,YFTYFV>1MQRP.3G]=0?KY3Y$*TAO[Q]% MR^U-I'66@KKJ306I5L9:N7AIO0I!JE4*4JV*M6KQ4JU&D&JU@E2K8ZU>O%1K ML,C;HTW<)C&_&8-<&PW\P3,,YCG^<%6WY.#T/,(Z(C M98QR05>C%4&TU0,E=D1'HU6,:D%7HS5!-*RT@WFO%1V-UC'J!5V--OC1-H^T M;_$H.E,TOZ]=2"'>62L5+]7*&.6" M5*M@K5*\5*MB5`M2K8:U6O%2K8Y1+TBU!M8:Q6O2\EOK0N+MGA-O%@4)7\KD MB!LN$I9S%4^U!8O"@[K)%4HBR+WFY-?^Q$N/RTF0O5:D#(_:)58J2%4R1KD@ M$?[.#F[J+G%*01JG8E0+>EF<1MTE3BM(XW2,>D%SG$VXH]6@=A$>!4W"?M>Y MD`0T]]F#58)%[N6A($U>'A@E@G1M=!2DO_0D2+7.C%)!6C!CE`M2K8)1*4BU M*D:U(-5J&+6"5*MCU`M2K8'1*&C2\EO+I-\BN9_[.2WGYGXL"I8`E/NQ;C*Y M;\(]G@_J(+TI$6G]K4=&)RTX)2EI3]*S.HARRC(9HUP+3LHT9Q?J(,HERU2, M:BUHE-?K\-QJU$&46Y;I&/5:T"C?/X;7UX,ZB/+HR?C]P*3:G'Y`:_X@V8/F MI;-Y1MZT/2-GR[:#+>B@Q"+G(9*C14YR]\0%SXQ2ULI8*^>"!:.2M2K6JKE@ MPZAEK8ZU>BXX,!H]+;\5@Y2=)'O,BR?AV#NC<-H.[H+L;4F\GC>=&?AV5.!Q M4`_I9HD@?<#B*$C/\),@*XW]#H-,Z%D]1#H5I-*9()7.!5GINZ>;>_?^8[!& M+M1=XI2"-$XE2./4@FPH8]8)4:V`T"IJT_-;ZP40:WJZE5K3( M6V_S+FZVI*F*NRP/SI"#NFEKSP%,-G`I&5F6VVKHAX5$W"5F^*&3%(6O5TI`/VV#P;-1+(K:BY38<'==. MO/2X]JJE$9%S"YIR4#<).5IT\;CZ?3/(#BXC"6W M>:A[P$CG;C\4[DY[4'?Y`8D@'5*/@O1$/0F:XSS2OIAG=1#E5)`J9X)4.1=D MYX%;WA18/42Z%*32E2"5K@59:6QJ<6TJ:]1=XK2"-$XG2./T@N8XFSML`N4_ M$#&HATB/@B9IKY?@SITWWWQO/3GY^_.01>X\9!'"2A4.C!*+\$>\CA:Y[TQS MP3.CU"+\$:W,(D2=MA&+9QO+/*N#L/W7_?6R>["=K^Y?B?\H.[R(Q-!>G/C:)%[K2!> M\RTS?!,NR"^?U4&44T&JG+%R+EZS,C*@P8*O4`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`4D\CW!Q=?>EO320C2>'L1K7B2M;NZ"M%$B M#MICCHQ.@K"4N#QXG\5+@H5W-5-QT&`9HUS0U6"%>$FPA^`:LA0'#58QJ@5= M#=:(UQQL?;->>\FUX"*S%7<-W3'J!5T-/8C7'!H?3@Y^YR@.4S"_/P9)QN\N M,3GY^#`C;XDY(X35,<8B79$EMJ"[Y9Y%WA*3M,[6"W]$/F6MC+5R*:CU*@2I M5LE:%6O54E"U&D&JU;)6QUJ]%%2M09!JC9Z6UXHXA"\=5:);[DWE_06`H.]M MN2=^YH[8Y?/^L+C9].K-77!")(N''H2C9>[*87&[&N^\N$F\(%RZ.&BXC,/E MB]O5<,7B)N$>@E5[N7AHO(KCU8O;U7C-XC;'PVCC#3;AIP3:Q5^C=QR]7]RN M1A\6MSDZ!IQ@RA@7CRF>WU>#5.?W1IQ'3H$*XR99Q=\$CCXE4 MP7D(_BAUT//BM`A=G73/B]NE>&DD7L;Q\D7H:KQB<;L4KXS$JSA>O0A=C=O%2K4&0:HV")BV_M=`3W(L@R8@]&AXL0V;DC,Y[Z^6@`Z.$T9'1 MB=&94FT=8R/&@MB_1\V#^Z MR-?%(L/5G6:0N\<;?`%WZ1#&)0@Q(TQ,YCFY_PKNG>\?9_,:"^)E-8IG7G0H M\:L0I%B6N)Q*>9R1LW'@GM&!4<+HR.C$Z,PH990QRAD5C$I&%:.:4<.H9=0Q MZAD-C$8/^:T5Y$Z6UN($R:-%;D9KBL[SF$;,3K7+=(4W-YZF>?L]?Q>/P;7'P=U MDPQ!PNC(Z,3HS"AEE#'*&16,2D85HYI1PZAEU%GD/*376X0LI1R<@='H(:]E MS5?'?J1E)W]_%!>D5=A;]+V]!-5-*I\P.K+^2;V\GA/D3,_J)OHIHXSU<_7R M](,\0*%NHE\RJEB_5B_5Y[T$U4OD6T8=R_?JI?*1O0353?1'#_D=);C4EP'[ MB2_I+4*GFU[?N`T_X;:W#NY>@HP21D>+W->7V>O,*&64L5;.7@6CDE'%6C5[ M-8Q:1AUK]>PU,!H]Y+==<'V_M!U?QYL4H5FE8>FE8_(JS`GM8VY\-\)ZF7TV M5.SN-AC@DZ@8?=I:O'28.0ER]:D6YPNU".ZAIU&QL!:9>&DMV=J$=YT.ZB5C:!+3 MYV>VQ$OO"9Q4RSM=@EGGK&X2,A4Q7-$K$5K:L1._'2B+UJ:43TMR"E.*B;A!Q%[%)( MOPL&F9#Y&AA/M>.J.;8M,S9BH:YID1G*EX9$>P15W=NBW@LHC^$T>U`O^4&) M11=?6I@>Z#I*S?3,/JF65['@@;^SNDG(]$4A,PZ9JY:&I`_0%NHE$M09[2(N_K,1%VB+`DPHX1=HJPT-!:%CD9WR="!T8)HR.C M$Z,SHY11QBAG5#`J&56,:D8-HY91QZAG-#`:/>2W%L96M[7HD8!@:PLSU8:M M:)&N(O?6ZWL97W63Y4["Z,CHQ.C,*&64,1F?"UR M,[Z,1@]Y+;NZ_<&4[US`/T,7YC2N,#-BNZNZ8/U\`(2R(,'62.Z*RYT4%F MYNBA,Q!#9R"&SD!ZZ`SDAX8GAH8GAH8G/30\^341AE8F/[0RZ:&5R6^(,+2H MZQ>TZ(7T\.J6\\,+\TYR3A!'_?A"4-R\%/%F$YS.:/U(6IH27.@0UDU')72( M6-'PR@-]9';S*O(8O@6(;A-3"R_#T).H(NA)L:)A1="Y(A59W:V"JU)TN)A< M6!/T0:H)^F"L:%@3=,MX38(K4W35F%Q8$_1>J@EZ;ZQH6!-TZ%A-5F$W02>/ MR3DU"?K]A9SQZI:3QL*^ES46/R]M_+@)6@]SX!S"W0E(F!SX25CTU9>$15^EL.BKL;"K39`!0V==_"0L.N9WP@8= M,Y9)7M^[3U.9+T^'"^Z%^6/S-CAA]^)GMD1;6AP'D!=J$787/WZ*7+GX2%KWT.V&# M7FH2EV%2&;O&7;K?L;J=,YWN]IC"S','3E>D&Q[B9_;.6?PH-8]A=0[AO`^/ M'CNS[PZKUDUO'&'ML,AI5)PH00H7/7;QDX.)'ON2L.BQ%!8]=I'SP@9I4(RK MBY^$18]]25CT6`J+'KO(:=C-)A@]T&$7-XF*#CLSLVWZTCPT*J##4E1TV$5. MB^(62'!ZHL,N?A(6'=;J79JZ@@Z+,8LZ[)6GV,P'O'B,G5GPL<5PSL,8:\N: MMR[TD(1=!SU6_+!T6?SPYD0PK:`;BZ,GZ"QNYKLABY\W\D;+AI5!/Q8_KS*T MS1PZMSA>K0QZM_73RJ!W1\N&E4'O%K^@,D&'1)<7QZN509^GRJ#/1\N&E4&G M%S^W,K0U'4X$\;M:%YP)5!><"=&R85UP)HB?6Q?>M`ZGASA>JDQP?IB,>#B@ MN^='<*=D=3NGT/T!W3(G=[OX32R(&62%YSPCUO&2S%_=/[[_\_?W^_9]_?GWU[O,_/^%$O-^8 M.BS\U9?WO__\^M?5[M?I%8B`/Z]VX_2V1,C7NS'J?[<;IWNK@?^OF]VOIO(8 MX0++\V8W3N]R$3>&J.41%KP)$-%ZNM^9^RILP9';[#`FQ4IA-MSLIL49ES.+ MK!W.V%@YLQ+:3.!E9YYF80N>2]F9IT[8@N='=N;I$+;@.8^=>8B#+<]/#SA.T_08'`L\ M);LSS\!RF1,LYHE6MN`)UIUY/I4M>!X5+16SX.E2U"!FP2-P.#JQ=L>C:C@Z M,0N>*,/1B5GPX!>.3LR"![1P=&(6O$BX,Z^C\>_!"X08W6*6YT<<4;QXPF7P MPL'./%;/%CQ&CS(Q"QYE1RO$^@X>0D87F.6O`6\FX?M1Q@,:^+LAI>.-Z9MT;9@M>.=^;E4;;@[>/=*6K!._]H MG]@YA[?[T3XQ"][Q1_O$+'C5'^T3L^#M?IP_,0O>ZD>/CUFPR:@?6(6[)6`]HE9L&,"^G7,@HT3T*]C%NR.LC.[:?"QQK8H.[.I!EN> MH?8<5=O#LH]:L,4%^D&L!MC:`OT@9L$&%^@',:$+=@2:&=V=&$+]@+:F8U=V((M@79F?Q>V8&>@G=GFA2W8#6AG=GMA"[8! MVIE-7]CR#,MSU(*]E7;[J`7[*>T.40LV4MJ936\X#O93VAVC%FRKM#M%+>W# M%JT06Y%CTSFT0LR"O>?0"C$+]IO#61*S8)\YG"4Q"_82P^^)S9K8%@PM%[-@ MAR\(7A6S8"-'M$+,@OT< MT:MBEA,LIZ@%6SGB;(R5P1Z.:-.8!5LYXFR,6;!S*XYU[!A@MU88;:^VB%6(6;+F+5HA9L/,NSH6X905+[)=B+VVT M7,R"+;71S8!MMM%S4S8/MSM%S4 M@M]CML%G-7P)`2T7L^!S!VBYF`5?/4#+Q2SX^`%:+F;!1PW064+>8!1]3VIEO M\G"99UB>HQ9\TPK'+58&'Z[:F:\8L1J^7[4S'S-B"SYCA6,=L^!;53OS'2,N M@P_%X9?&LG/X7AQ^:E7,@F_$H>5B%GP)#KTJ;D$V`D^U M8Y6F8/B_FP&Y?!E_UP1&,6?.`/1S1FP7?^<$1C%GS-#TSX".<:+F8!=_B1,O% M+/@D)UHN9L%'>&&)74WAX[MHN9CE&6K/4;4]+.8#F[&60Y8@:CFBC/G<)I?! M%U?1F8_LG M=^8CPQP''YK&T8E92EC,)X>YS#,LSU'+'I9]U(*/=:.'Q-3PD6[TD)@%W^I& M#XE9\,GNG?D`,]=MV#[LS'?JV3+",D8M^'[\SGP;GLN<8$FC%GS5?6>^V,YE M\('VG?GX.EOPK774(&:I4+ECYJ.<-R MCEI26-*H)8,EBUIR6/*HI8"EB%I*6,JHY1F6YZAE#\L^:CG`L.#J M/7H,JBVNWJ.6&I8F:FEA::.6#I8N:NEA&:*688NK]VWLFFF$98Q:GJ'V'%7; MPW*(6A)8DJCE",LQ:CG!`-+=["@6DF^R+-NRV@\P%'.AN(0:4L7K\T]2L`A_=FE] ML5MJNZ.C(TM!=I6*5)4#.50:TE0F9%))2%*9D5DE(UEE01:5@A25@`25B$25 M#NE4>J17&9!!941&E7BCI[U9#S@B224C165#JDI#3I7X/='&]S:J'I&DDI&B MLB%5I2&GROU&3'ZS>/1$3I5PXR_YS<88\49?__)_3%Z-WAMRJL0;F?J7#49? M'3,B224C165#JDI#3I65EJ[:T@W95'9D5ZE(53F00Z4A365")I6$))49F54R MDE469%$I2%$)2%")2%3ID$ZE1WJ5`1E41F14V6^,C&X6DU>DJAS(H=*0IG)' M[BHGJ17&9!!941&E78EXKIJQ(6<*O%* M+OIE%_U7=^^(3"H9650V9%=IR%TE4[=%ZU:0HK(BJ\J&["H5J2H'1'+YH?Y9B@QT2D M4^F17F5`!I41F502DE1F9%;)R*)2D/*&D!_5SV"]D!]5V9!=I2)5Y4`.E8;< M5>X7\J,7S8\BITK@;$'/%I%.I4=ZE0$95$9D4DE(4IF1624CB\I*2U=MZ89L M*CNRJU2DJAS(H=*0IC(ADTI"DLJ,S"H9R2H+LJ@4I*@$)*A$)*IT2*?2([W* M@`PJ(S*JW!_(!3Q8;W8BITJ\T&^SKN__\TPCDE0R4E0VI*HTY%19J=NJ==N0 M365'=I6*5)4#.50:TE0F9%))2%*9D5DE(UEE01:5@A25@`25B$25#NE4>J17 M&9!!941&E?6!IZA>-L]Z-?[9D%VE(E7E0`Z5AMQ53N1\0WCJZ,&RX8%C@AX3 MD4ZE1WJ5`1E41F1224A2F9%9)2.+2D'*&\)31_H9K`\\%::R(;M*1:K*@1PJ M#;FKW!\8;[\L@7YU[YS(J1(X6]"S1:13Z9%>94`&E1&95!*25&9D5LG(HK+2 MTE5;NB&;RH[L*A6I*@=RJ#2DJ4S(I)*0I#(CLTI&LLJ"+"H%*2H!"2H1B2H= MTJGT2*\R((/*B(PJK+>EUI;U8"<%KK8)ZW"YIB8LSN6:FK`7`M?4A)6[?'], M(A.K%C>,3*M:>692U1&*L'*(]VG925&P@0KSW3K5KX1OEAY(X![+O_VOS^* M?_WXPY_O/WTH[[]\^N6/O][]]N$CVRQ\][Q=T)=?/GW^[\73XY]L-OK-NY\> MGYX>?W_^\?.']S]_^/+UM]GPY>/CX]._+P@#O_W[\&UL(*($`2B@``$````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M````````````````````````````````````````````````````````G)'1 M2L,P%(;O!=^AY+Y-VXG,T&:@LBL'@A.'=S$YVX)-&G*BW=[>K.OJ1*^\#/^? M+]\YJ68[TR2?X%&WMB9%EI,$K&R5MIN:/"_GZ90D&(15HFDMU&0/2&;\\J*2 MCLG6PZ-O'?B@`9-(LLBDJ\DV!,N-"/'H-]0)^2XV0,L\ MOZ8&@E`B"'H`IFXDD@&IY(AT'[[I`4I2:,"`#4B+K*#?W0#>X)\7^N2L:738 MNSC3H'O.5O(8CNT=ZK'8=5W637J-Z%_0U>+AJ1\UU?:P*PF$'_;3"`R+N,JU M!G6[Y[LWWR2(VXK^SBHE>SLF/8@`*HGOL:/=*7F9W-TOYX27>7&5YF5:3I?% ME$U*EM^\5O34&N[S$6@&@7\33P#>>__\<_X%``#__P,`4$L#!!0`!@`(```` M(0#11Y419@4``$47```0``@!9&]C4')O<',O87!P+GAM;""B!`$HH``!```` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M```````````````````````````````````````````````````````````` M`````````````````````````````````````)Q86W/:.!1^WYG]#PSO#23- M=KL9APX!,LU,NV%#DGW4"/L0-#&6*\ELZ*_?3W8`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`3!6JG`^\%*%X_8CR^>Z\/DC^@N-.>UG M.?SXCM"/?Q0H1"R$#=M^DBC?3GAMFA`\D4'NEDG[X!3+)1SL?$*%,;P!&@GR M^C`E3"CD&QPK6@,"HJ4J:S@P*(OQVY")>LH4IES,=V*H9C/>S`TN&_/ZWN3' MI[>Y#&E&QF"&0H\4?>M'TI#,FH)A9<$ MTUJ^+X[@I-@QU.60P'+Q%L?4ZOO2-R6G,*K?@\1W-&4D'`L92&-6?E1"-A:( M#8\=H<-A-X(;#T!J@XAHC"50C(4P17AM+ECZO9"`%\MI1]Q17IAXCA'$5N[C M7;Y/7/<\*TVX+_#Q%\;PE2&,.3]"MC^.P'PZ`E.M>:]+X2;/POI\/H+/7RS& M5Q'<%OCMS:]3?*_:(>*]MD/$NVF'B/?+#A'OB!TBWO([1+RI-Q-';487FRQC MK<9"KM>EZOV0P5QB@+>"[ZHLETFQ6$BS$GRW8R$;+KQW64QEBZL#FV]X#./C M(XSAPZ6QXFQ]\MI763MST][&F0?*VOZ:%*R"#/FV#KY;J.V<>02$]R2G^P2W M=TF!K9H/F*T4>ZL?5C1>LL/;(J:P7X;<'B@Z8F_!J?B#2=G?S1G+68Z!Q7;ES0?E-9<_V(;_7N&F@]15L M\V54SAP)KB;7W[Z?G)]V/7=P%U]Y% M'7^_7-U_]_X'``#__P,`4$L!`BT`%``&``@````A`-KTH3#!`@``2CT``!,` M`````````````````````%M#;VYT96YT7U1Y<&5S72YX;6Q02P$"+0`4``8` M"````"$`M54P(_4```!,`@``"P````````````````#Z!```7W)E;',O+G)E M;'-02P$"+0`4``8`"````"$`VBN&PO7W)E;',O=V]R:V)O;VLN>&UL+G)E;'-02P$"+0`4``8`"````"$` M!<$E[JD'``!&'P``#P````````````````#[#```>&PO=V]R:V)O;VLN>&UL M4$L!`BT`%``&``@````A`"9M-*H^"@``.BT``!@`````````````````T10` M`'AL+W=O&UL4$L!`BT`%``&``@````A`*U/4*V5`P``;PP``!D````````````` M````VR(``'AL+W=O#!.SV8#``!)"@``&0````````````````"G)@``>&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`%\NF`7N`P``D`T``!D`````````````````2DD``'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&;@ M%:$X!P``TB$``!D``````````````````F8``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`.)D1LP+&0``J=X``!D` M````````````````<7<``'AL+W=OGWN?7,&``#"&@``&0````````````````"SD```>&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`">Q[7[-`@``T`<``!D````````````````` MG9P``'AL+W=O&PO=V]R:W-H965TH``!X;"]W;W)K&UL4$L!`BT`%``& M``@````A`&"UO`=H!```2!0``!D`````````````````>*P``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&VA$!2B M"@``-#@``!D`````````````````F;H``'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`(=%E+9Y`P``V@H``!D````` M````````````!],``'AL+W=O&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`)Z`XXA=!0``?!4``!D`````````````````/]X` M`'AL+W=O&PO=V]R:W-H965TM)JX`D``&U'```9```````````` M`````(WF``!X;"]W;W)K&UL4$L!`BT`%``&``@` M```A`-W'C/#K!@``["4``!H`````````````````I/```'AL+W=O&UL4$L! M`BT`%``&``@````A`&L&_]8S`P``P@D``!H``````````````````0P!`'AL M+W=O&UL4$L!`BT`%``&``@````A`"V#AY%0 M`P``]`D``!H`````````````````;`\!`'AL+W=O&UL4$L!`BT`%``&``@````A`%<+Q8G8"@``B4@``!H````````````` M````]!(!`'AL+W=O&UL4$L!`BT`%``&``@` M```A`.([)ZE>#0``-TD``!H`````````````````!!X!`'AL+W=OX)``#V*0``&`````````````````!?,@$`>&PO=V]R:W-H M965T&UL4$L!`BT`%``&``@````A`,Q6K=T3`P``F`@``!@` M````````````````@SP!`'AL+W=O&UL4$L!`BT`%``&``@````A M`*$X%RY(!P``MAT``!H`````````````````=,@"`'AL+W=O&UL4$L!`BT`%``&``@````A`#[N'KA7!0``E1,``!H````` M````````````],\"`'AL+W=O&UL4$L!`BT` M%``&``@````A`-MX6NU$`P``^0D``!D`````````````````@]4"`'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`.)D M38+Y!0``_1X``!D`````````````````R/\"`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`!3O&YI[$@``E(```!D` M````````````````H1D#`'AL+W=O&PO M=V]R:W-H965T&UL4$L!`BT`%``&``@````A`)`.G;1.!```Q0\``!D````````````````` MZS0#`'AL+W=O8C3L#``"6"0``&0````````````````!P.0,`>&PO=V]R:W-H965T&UL4$L!`BT`%``& M``@````A`'#^\U<9!```?@\``!@`````````````````2D`#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`-*B-/D]$0``S&$``!D`````````````````4*0#`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`/*CQ#MI-@``%2`! M`!D`````````````````6"`$`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`,N&W`]G`@``6@4``!D````````````` M````(F@$`'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`-^L[!HCF@``Z%$#`!D`````````````````R9@$`'AL+W=O M&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`#&PO=V]R:W-H965T M&UL4$L!`BT`%``&``@````A`,=.WHM&PO=V]R:W-H965T!0!X M;"]W;W)K&UL4$L!`BT`%``&``@````A`-0*\;CL M10``?H\!`!D`````````````````.K`%`'AL+W=O(FDP,``"^.```&0`````````````` M``!=]@4`>&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`$JEF]\Z&P``@8(``!D````` M````````````E2P&`'AL+W=O&PO=V]R M:W-H965T&UL M4$L!`BT`%``&``@````A`$"H%H['"```K",``!D`````````````````<6@& M`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@` M```A`+AE(;C6`@``.@<``!D`````````````````DGD&`'AL+W=O&PO=V]R:W-H965T(```9`````````````````&*0!@!X;"]W;W)K&UL4$L!`BT`%``&``@````A`)&9ZN9G`@``6@4``!D````````` M````````^Z$&`'AL+W=O&PO=V]R:W-H M965T&UL4$L! M`BT`%``&``@````A`*^-'V2*)P``P+X``!D`````````````````?;P&`'AL M+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A M`-#Y/FS8+```KMP``!D`````````````````9_`&`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`&=DM1S5-@``N"H! M`!D`````````````````Z;D'`'AL+W=O&PO=V]R:W-H965T&UL4$L!`BT`%``&``@````A`*6VU:,,,P``(?8``!D````````````` M````,`((`'AL+W=O&PO=V]R:W-H965T M&UL4$L!`BT` M%``&``@````A`-3'^&@\2P``>8`!`!D`````````````````,TT(`'AL+W=O M&PO=V]R:W-H965T&UL4$L%!@````!T -`'0`YA\``/+7"``````` ` end XML 31 R70.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Parenthetical) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Defined Benefit Plan Disclosure [Line Items]      
Prior Service (Cost) Credit Arising During the Year, Taxes Expenses (Income) $ (3.3) $ (3.1) $ (3.8)
Defined Pension and Other Postretirement Plans [Member]
     
Defined Benefit Plan Disclosure [Line Items]      
Amortization of Actuarial (Loss) Gain, Taxes Expense (Income) 15.8 10.8  
Amortization of Prior Service (Cost) Credit, Taxes Expense (Income) (3.3) (3.1)  
Actuarial (Loss) Gain Arising During the Year Tax Expense (Income) 75.9 (38.0)  
Prior Service (Cost) Credit Arising During the Year, Taxes Expenses (Income) $ 0 $ 0  

XML 32 R55.htm IDEA: XBRL DOCUMENT v2.4.0.8
Borrowings (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Debt Disclosure [Abstract]    
Long-Term Fixed-Rate Notes, discount $ 3.0 $ 3.5
ZIP 33 0001115222-14-000012-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001115222-14-000012-xbrl.zip M4$L#!!0````(`)5K7$34%$;+A-H$`*_W70`0`!P`9&YB+3(P,3,Q,C,Q+GAM M;%54"0`#6M404UK5$%-U>`L``00E#@``!#D!``#LG5MSV[B2Q]^W:K^#U\_K MV)*<9.R:Y)0LV1GG^!;+,WO.>4G!)"1AA@0T`"E;WWX!WD1*E$32I$60734U M%8O7;OS^N'0#X*__>+6M@SGF@C#ZY;#SX>3P`%.#F81.OAS^/CKJCP;7UX?_ M^/K?__7K_QP=_>OB\>9@R`S7QM0Y&'",'&P>O!!G>O!_^/F*6/(R<704G#T[ M[SU_-HW3SQ_Q&3)/QV?=LU\ZS]C`QLG9Z4?\;)K_^WK>PYV>^?FDUWW^.#XU M>^CL(S.NO[=7I^Y1<[5_P_D"U-Q;C"7.GSQY7#J.+/SXV-U MZ(/`QH<)FQ\'!X^[)YW>T4GGJ-_O+Q\D']_,)CM MG=GI+L\C=(Z%DWYG_UC*S8E@I]W.Y\0#O"L9G\C33WK'P1GA!=*[?VTY6QU^ M1@*'I[OB:(+0++IBC,2S=W9P(.657(?CR<9'G!W+X^&IZH"YXLS@O$_'_L'X MJ62;F50XB!K1B[^N&?K2\\[NG)V='7M'HU,%23M1WK9S_*_;FY$QQ38ZBAX@ M43HX^%7=X%QXAQ[Q^,"[X?F4X_&70UG`1V'A?G@5YF%PU%G,\)=#0>R9)5_S MV+^/#Z7!J(-?G0-B?CD?_CB]-YR.PWJ=GX&G?SX@[A`LGMA`GLR1X;C( MZG..Z`0K)?5?B?@I'_WS6MZ*4^1(,2+KPA6$8B%ND3%5_[C%]C/FO@W1T^75 MQ%D$OT6_$E/]/B:8'WAVXH230C('U_\\_'HB7=7I?.QVN[\>KUZ\>EN!)^IU MHY^#`Z9\C=>910SB^.]X8!)YGE^E!"XXS^""PZ_2!^<9?/#K<>ICEZ][G/:^ MX:\)EP66S3`GS%RSUY$O/91UW%=5KD>=$ZF6Z-[1L96+,#43E_0ZRP>;L0O" M7V./#G\*D-I&V:^NM2B&6=]X)

W-?<>T52,>3:NP$?`+1RR=@ZYW<0!L05,$3;W&T=#F6*(O14G=`0:+^9^<1I/"Y<6L5KJ'"\?@N@;>3:), MBL01GH&I_!5Y(L0G_9Q7/\HY\I?]M_`@<71Y&;-+C*['&+#?=_WOX-1<8OG\ ML;?XCK[?MB,/OF82Q9N(!_%_@Q%5_L5S#?IKY4.29`!NN+;^C`D\%1>!;)2/ M`!3^@"E8&"]6_AG%<..VG[56EP2R8R=^_NWKMY'R.1<@TM%OD1?FUW?LH[?N MM!:0J^O:EAT/-0UH$)+=F*SF[>:I(NX?`BD65KTB:F\);0#=AV&.XBI3"B^^ MQ=)X[ZYM>:C-+3DEMP7#]A'I_3PI'9&L1EJ3Q/P3$/ M_-#1+@*^[608:A.W6X"D?#[HO`I:4:2YF>("F#$N1V-_!"+[C>786G_'&7?G>-O`LH\OB;;P#`(W4 MY_-HVX`ZN'D[4/Z&,T-GBH^#PF?`"@DN>/JZ;#^/.I;^!835:%.*)R_9AG'H M5U/S.#O%3?-5%%QA\W1R1LMQ.NWA78'S*J1FPA05("MV[G3A"<'BYO4)>\`'JNR\N[BL0 M5V$!,;WT8W!WRP?Q]R0[;D7QR]K[SN+:2!;/QKYP*[A&;*QQ_KP$%-!)F`#& M^(@7A`%Z<0-^0)H"6L_]Y3LO^5X@`W]*LMQ?B+C]V$XK\%?D,V0!SN3&M^X% MDA&K-YV:%8Z?,^5R"QH4P,@D@G1KO\RS_EGWA0^)# MH\"3KSUQ<"=XSW:0R^,I>,2Z1/!YCN"]F=-#3$FG!+[?LWX@4W-$A/T%EQO- M^'(C","JD/<;Y@N/S56KKZVJQ_=IWEEPU#=1R`/^BV+B=NO8K=%-@]`75Q!D M`)+%UCOB8.`)A0(O/,OE;^>I=E^[A)?%$$5\]3%SL$OCW`;D1!^PYFQ`%4SS MUJV*68'2*("A\!9\C58Q_]&<@T\/U_:J\^BSY%:B"H?R..A887"$&;']Z:P\ M6/>3;1CK\XD!7.G'/DR^S#7/DTFTZ*R8/R-^T7,.-?:N#)P_B\ M*WR&.T3@7.%/=8QM<%8LKBS/?C*O%/R<+3Q<2A3X`-LE`@FD$(`]Y"M3:*@"-#X$KP[FP@^"[I%8.-][M64 M<9]77[B2"S5%I6:.ZMA$M-K:I)_/P1E75.5S%?JHB-\WQH,4XL.I<+J7QL;8-%+]8Y!D4'FN`(\3EF#?HSL$JON-NRH+=TJ'* M^\^%QRU%/I3[D+$[!1Y6ZQNO=F:0_IO!4.+(#^KP747!$MUYY/H8+!A?$KO- M4_%XHKJSC"F^UEVLW\,I_6*Y M'\])+LME!G@A7QR0KX\NUP@T7EER20*B0^_`0Y['A:[%V.1`W69E"XAA]F49 M>]=AN1+GFO&DU#:Q65[!5S`74O%20>OM=4.[`..03[2V\,S]NWA$[/3:\[*C M_<-UT?7K3]7G3=?OWV8M[BH\44R-LT0L9P%S(%^[H7?^4+6Y*R6 MW2N^J`7M0!!!3DY7P&@1V(F$BY(O->=1="V_D7/K7J_-W^&+Q+M@.>UL][#A M._+F^U2J-U6W.Q96@66I#!KVRX(G60Y M.A5"'P_H'J6?KUM,N`!@&,%MQLQ?;7UJN8J<.W]H@/!*S).O.K[K(4EP/OWU#H5YXTCK.1YVSP&=\>AN&Y_;RT"(J M16\%-*Q,[!8SZN66GR)!U_2(2U\SM[+;;/[NVLUH9T\(:'>51[^]=!?-*[@_ M:+'V+3=&#PLS16!4LX"OZO-J+]V_!+C4Z7R!(`X0!LO'IX$U&\Y=S`OT"HVK:ZNH'\:V`FR=\\!1*9WV^L[L@ZWE-W\-`_T1(J@OT=IK5`39W697,SVY MI[:S]+[XZNZ]>.T9]R?LB9:BXV(V@Q\9)O"^1Q<-D;L6QW;U/Z]BHG"#"Y$" M;OVYR3=,G#VTW>*LVN936>P=ZO1X=N'%M\&+P?+[=BJO8"#/XCN'M_;8G1)# M:OF40D?P<_V]!0'LO!FOJ1Z6-^?64.7S]8H6BW#%)QH];U?6I?&DH=O..^WC14[A%\V@D*.>&4 MWL7FAY)$@;]42D-R-`@T=DM][MWN_*IFFN\DDX! M[U>Z!QP0(6KW1SYW_;E:@C3*,PZ_%[/5F*'^4*TR*7=(%]$EG?M+:MJ-FGZM M[07/UR'7UA=]R-<7E5I):DEJ^0)J^6=]MKM0R4/CTHZ;72&%H$)0Z4CGON'^ MY$.E24>P/5A&85^UB/>BT"R1*'L,\PZ%V`?!22,LTCC2.-(XTCC2.'D$1QKW M%,$]R4]^>7>X/CVJB:XJ.HE"+'8<4V3;#:L]13ZRQ%(_B19"'\X4,JR!):K? ML@PDWM?FL5Q$`D0"1T4"54U?79@.R#*>Q`7$!<0%Q`7$!<0%Q`44'#R;!(YM M-K+5],LL9/&EL/6+$DE1.N*MFJMWF3)]Q+("\>RD60.G==4Z%MHB;!&V7C8* M((@1Q`AB!#&"&$&,/$3YL$7+!YKWS:N*))0C[)Z(>L*$ M`4&3280+P@7A@G!!N"`'BB8<6P_8_L:\(%TI$R]FE%.2B(F.)Z>DZP.->,@$,8(808P@1A`CB)&'*!^V:`:R>1\_58M29Y0Z>WB+M29N MB_6Q,`H!XH0!07,LA`O"!>&"<$&X(`>*YAY;C]5NG_M(.26)Z.BATUV/)^>D MB=NY_62A'0O_$30)FG*[W@11@BA!E"!*$"6(G@A$R<&E.=H%RB1: MKZ-0\<*ETE9@3_0FCMYZQV*ZJ@K&*<$6X(EP1 MKL@#E#9@E2C!U*9L,62%E@40J,ZAK\E[2M!UR%]&E[L:'A!B'P0GC;!(XTCC M2.-(XTCCY!$<:=Q3!$>S.?_Y'0Z M*Y!IDP!M$B"(2@U14Q582IS`2>`D<)+])(@21$\$HF0_7SSB/_+`?KO-KKYF MD;**\K%:[\B+=BQ0MIYP)1Y7KM.A4T"((D0=/:+(4A&N"%=DJ:1`U+'-2XN4 M[3BB#76T]%]JP4DC+-(XTCC2.-(XTCAY!$<:]Q3!T;S-O@69\2:*O90IW">F M<+W[<+UWX3AMCR!<$"Z:]]E#<;6,"1`$B-X#@@P%X8)P08;B%* MQ.=;YFC:55(FZQUAT>X#RL83KL3C:N@.'`(4`8H`18:*<$6XDA979*AHVEFD M;/^*V`[7$/SF42H_/OWW*$XOO4NFC$$(>(@Z6V3P`)_1?CI:^2^QX*01%FD< M:1QI'&D<:9P\@B.->XK@:%*G>=^?@Z\#9:_C_#%*&4WTT/+PA\5A..)FGF6) M)2GQ18"0*6%,N"!<$"X(%X2+(\0%.5""@C6)<@:=1G'S*&;PID8@1[D8B6CI M>)8:M[$@XMA7%!/$"&*/D),N[N!:@A9!BZ!%UHL@1A`CZR4=M&A6\HY9R=$E M"Q5@]OW[542N61^]4H5]7)[(Q2DG7U>*L$G8%"A'2R5L M$C8)FS)BDTJF$D0)HE)#U''%G6MR\MCLZ3RV2!%^3?%@2HSB?XN@J\JG,CVA]%N"!<-.\;#@S"`^&!\$!V@G!!N"`[T7)4)E$:I4W9 M?F$0H\T2'K1]"*]8DO*YV&]QEJ0TVRH3$QU/RDD?F*UKEBSX:MN6$[0(6K2O MCR!&$".($<0(8D&G6=T-",ERBB!3`EDP@7A@G!!N!"X!\0E M0!`@"!`$")IJ?()LOZZB.'WWC<7K^DRCT(!-(DGVEXA.9^T[;4^A5"]!5&J( M6IK`7#!AD[!)V"3S21`]<8@>#02%FL=CQQ9-E19%E[;A=Z)X$()[?JS\PPLR M1GD_863T"#-G@)E;1MEYP)Y50:YX*%XA;]6UGSH78<<2:V$UC*D-M,[$U@LM M:MO+(OXB_B+^$B0R[4P;:H,A,1@Q&#'8RVL>,=B+SG03?1%]$7T1?77J@)D6 M.6#M)1-_3CWH_M[K:W_7^A7X(7NW8IRG-%U]O:-JO-#Z?2>-&2!RL4G!%5,N MH@#(#]J@\,XH"4L3^#).5\KYC1*P*Q:<*==^NO)#)<7K,6=XA3E#9>6SV(L7 MJYLS_LLF\$+%2_@#O+1^H9>6Y]SB\13)%U9KE#I\BM/?-)HL8[06,,(OO'-[:8W<87MWLENO'S_7W MAE&\]H+=-^,UU8/S45^P("BN^?65^HI_!GPNRL][9/3-7[-$^N\.!^K05G7#<#5'TQWK=I_:R0N?M@RWA5-]I)P)Y!^O<\-P'@7+_$$C--G*Q$O9913?4"`G?EF" M\0+'2CT@R_N5[@%G1(C:_9%%*5LJGV-_`7X$>)>C1>I?,>5W+_Y>^*#*!_1I M4%[**/X(5ETQ]T-Q`0A67"%N$+1G#`((808P@1A`CB!'$R$.4#UNT@*!YW]P/O7#A M'[Y:63YY]9>'>D$"\(%X8(4&Z4B9>+.P`!8E$V5\F.IZ4DN$.+$HI$;8(6[UPBPEB!#&"&$&,($80(P]1 M/FS1I&/SO@_A,DO2F&8=*6EV4-+,$K?(X5AHA0!QPH"@V17"!>&"<$&X(%R0 M`T6SCAT$;!=XJ`^>;Z1\8XM5")VG78]2D=+QI)>&]L"A]!)AB[#5"P^9($80 M(X@1Q`AB!#'R$.7#%DU`-N_CIVI1ZHQ29P^O=;`'&J7."!`$")IC(5P0+@@7 MA`O"!3E0-/?85:QV^]Q'RBE)1$YZ/#DG=>`*T[RG"NU8^(^@2="4V_4F MB!)$":($48(H0?1$($H.+LVYMAG'?XM2+U`FT7H=A8H7+I6V`GNB-W'TUCL6 M,RU-7(6UAZ1S+'1%B")$R>2Z$ZX(5X0KPA7ABG!%'J"T`:M$":8V98LA*[0L M@$!U#GU-WE."KD/^,KK/X$CCGB(XFLVY MURF>_3?STYO<-Z8(OOL(OG<1.FV5(%P0+IKWZ9I%>R4($80(LA2$"\(%68K3 MGL/H*GZ;^S_@WP_A(EHSL5&<1,+M+SF=S@IDVB1`FP0(HE)#U%3-@4W@)'`2 M..4#)]E/@BA!5&J(DOU\\8C_R`/[[3:[^II%RBK*QVJ](R_:L4#9>L*5>%S9 MFCL8$J((480HLE2$*\*5M+@B2T7STD)E.XYH0QTM_9=:<-((BS2.-(XTCC2. M-$X>P9'&/45P-&^S;T%FO(EB+V4*]XDI7.\^7.]=.$[;(P@7A(L]::JAN$46 M!`@"1.\!08:"<$&X($-QBM,5[1\D+C9BDTB4_66BTUE13(O^:=$_051JB&KJ MP")L$C8)F_)AD\PG090@*C5$R7R^='1_Y$%\OF6.IETE9;+>$1;M/J!L/.%* M/*Z&CKBB=P0H`M3)`XH,%>&*<$6&2@9`'=NTLTC9_A6Q':XA^,VC5'Y\^N]1 MG%YZETP9@Q#P$'6VR.`!/J/]=+3R7V+!22,LTCC2.-(XTCC2.'D$1QKW%,'1 MI$[SOC\'7P?*7L?Y8Y0RFNBAY>$/B\-RQ,T\RQ)+4N*+`"%3PIAP0;@@7!`N M"!='B`MRH`0%:Q+E##J-XN91S.!-C4".P&..K9% MR+2XGW+6A"OQN#*<[DYP)4`1H(X>4&2H"%>$*S)4,@#JV"9G=UM@PM/JX>V[ MEDJI/'*_&N7J>D2#QY/+$[DXY>3K2A$V"9LB?1=W8!(V"9N$3?FP2253":($ M4:DAZ@X'+F'SM.>Q18KP:XH'4V(4_UL$754^G<-[O-2/0IJK?@$BZQT?T?XH MP@7AHGF?+6XY&>&!\-![/)"=(%P0+LA.M!65291&:5.V7QC$:+.$!VT?PBN6 MI'PN]EN<)2G-MLK$1$>4&"<$&X$+;.W*29%0($`8(`(3H:DRC[ MT>K*T%44I^^^L7A=GVD4&K!)),G^$M'QY)$H54NI6H)8JQ#3M8%.V")L$;;( M?!'$"&(]@QB9K[:#V^.*8?.B1=OP-5$\"&$]/U;^X049H[R9,#*Z'VH[&XV- MS0]E&67G`7M6!;;BH7B%O%7+?NIKK'3WF-=#K5=$-_.+%Y7IP\YVR^>*U(O^(E[_W M4WC\(G_2;^R*!K0S0(;@`?JV8@I76.6< M@;U3$I8FRD44IRLEA9^2;+WVXALENE`6*R^\A'[Z(?_E`I/$5Y@DQA^](,#_ M1%FL;`(O3*JION$ORE9F7E(^GC_B!I0B41CT;*E,V8*MSUF\-8Z&]KX-D2Y` MC"R^4X:UI^X83?464O!S_;5A%*^]8%<]\9KJP;F0%RP(BFM^?:6^XI^!\A;E MYSVC]\U?@]0_LFOE2[3V&JX(#,^E'^:-]+(T*K_(_1[^S;6_3%=P-0BF(&,@ MVL#;).Q]^4=#Z;;MKL^,5`3M[IWE.F!NA;?EUU>V^OI!ZM\U0L6-6M?W#?O2 M4+D[V).YMG[Y_22?;7.-%SCCZ`%9WN_#-@R1\S0!.J6WM&U0Y.Z=.>@KL5<\S`=PNA;JTTS\VF$7\1?Q%_=+-/,")69I%H?*FR!*DK=*%/+L<)$'OC^]2[%I*[%I-[&G=/(A M_2']>;)\CBUA49_'$GX,]A<6>"E;*FE43O+[=+;"F8/V\V6R>%L4PI(S)?$" MEB]Q!AN=!HP7B*"00B)2.IZ0@FI#4=1.$".(20:QGD;O(D7X+?;"Y(+%?.7'V0NTHO4,4V1==)8H4 M2)&=UH?KM=H)],][4G:I#)ENL\J^PC\B)=TL3_3(I^0?\?*=@DBUD\^^IK&7 MLLN;YU=">HR06BU?A=61_&T/H_/_L$7J7S%>PH@7.XK]<.%OO(!O;#GC:Y?^ M''P=*']DT,8+GRV5S_P'/^&KG18KG\'M:"_YM;6'KZ+8_U\4*IX21-A?/%7Y\TTT9\KURE^L,-X"K4Q29>VEBQ5+>#O8CPVT#-ZVO1<'`Y.TQ18<+TFR M]2;UX0WP'&"0M>>'*?P/EUQYT)$,10B/QI0NW(8KM"^`-"(E]I/O`^6?3&'K MS`MQSG:[X#94H\N=[5Y&/(P=M6[`D0:GADX")H"THC"QA7#CY&K"B MG?R7%0LVRH4?\OARP\($6QV=PZ![V($$Y9PEBK_>Q-$5O@)%@(^JE9U*E(N, M5Y;"<]2SA'=@$[-EM,;GIL%-(7N>UZ[^!V),, M=&(9@1Z$$;0>I)/Z:09##_W8I[J#]N"Y+2?7%3YA3)<,%(658.3%RKB:@206 M#/0>1@6&$[%VOX(H5Q$*GX\DCC>B%=``FH'H2E&&.1KY#K8"5-M[!LJ?\+`8 MGA4N\T6,H$N\(3!^H'<)/@!5+0B4]&:#L+TH]0Y?5QLJ+@/0\6L8P\7W,+H. MV/*2Y4],HC6K'ALR!!;V&!H+4%AFBSHT:X^$]V=!J>%>C'7=2G7&>[FN[A51 MI3:@JW^+KH$<8MZP=13Z*7`@1T8.!?[L6YP&6NI=XM31-6>/(`)<>-_9%B<, M<05,PV&_]G[X:Z27D@IR(H&13.,H"%"LR+N\^QLO]M8,^ID@!:`T4&>Y!P'M@0D!>"K/^`8_AOQ;@-OLRLP*KNO2.!VG[/\AR82\?%\A!&-:X`#0&C)ORV@!9]P M4,'NA9<1MN$<3&]^WW\S+P;-KTQ8\>`KGUTG_'GP'V4^&`5)0>E^*%?F=)[F,MHO4Y.!])3?L_VJXM82_(V1Y7]>^/$ZN4,EBJ&L#2%V MH>(8U,U%'`$\N'>+S86@Z!W_D*31XCO7!QYR<@P7?`!:C#8I5_2<$'(CRF7% MB6"@H.SNTC'3A;7A,\[^"2<,B*E?.?5P)J:`0P$,X9^%B!1X&4!X8^04?BH0[8&?< M_[@+3Y47B#[%$N2"4MC/CMM.\8;E_`97W@#CP&TKOV0)_EPLO\HW4L3L,@L\ M9`2\*W\'^H?PFMHKEGX"#CJB23#V=J"EMA"#-=3U-M_<5M8J&$'OG1O&`\F) M:_0EQF=A[C?#L"*>+T&>N34!BK^$C^\P\X+>8\W2P#N#C+M_O*XJ<#0J%5M6 M-^T&,8LH!H.!=HMWI_8;'^(E/B-^!U+E,0N.<_V2HA=%.5[>;NA#A M/Z=\#=XU4/[*0FQ6<'.F9!M4D.\Q=9*/HZ:^?NZK M\DP&,`#V.*<,C+0X:Z`P M#!?JR,V5;PVW5:X9IWH8LTMTA`IFK=^,@0=V@P\4L-8&7GV9,VAZ>-[\O[R75]%`+>;9V$>9CVV M[JQR[:6PNV\+>$#X+"UJ":P."Q M,MO"H^\M?:./6#2VS*_XX450C,0'++.8&W@<["!G"I[V%=``QNZYW*#2,( M![,S7,H)IH#@9^YL7NR/5`,_S\-P#^G+/4C=]C=_M7>)E=Q3)0NK@:Z&=&MJ M:SJP[4/9:M#D%\$$DI]CF0QT"98$()E)/W)@KS MI!2/XP,?]&&94TXMU=2MLRV(->Y(.H^J4%1`V?V'^]4B'5;.;3W36[='I5>+ MUJO(_RIK_PS2$![N0^<^AQT=R:-=PLVH0N_ M)U.'0Q17>E0'2Q!;7[+24W(HPQ!4JPS;/?* M("J`ZI(:!*G"W8E,K#*X:U1J26@,HO8EMC%VYWX5-TT"0JC#LHYM'-Z3I\MY MMM[+,]\[!_@T3/)M,YR'#7?8Z`0E6`03F&N,XAL>FQ1.>)&WSI-+/)M6_,#/ M`'K?CECI`!\1!_AHQC-/\`&OJ^.#:GIS9!`UM)\-[W4(3KBH6)MW^@9@9/` M*04X7Z(^0%.6AV_?>6DHTRF3I(>2Z.'!1U"2'I(>$A^2'AZY'M*1O`*T=I:O M"OE:+0,0!6Z)Y"<=ZKL37#]J"ECM'[C1U*`7DIYP!#?7(,B@>(38XT:LL&"$ M$"N)XA%B";&$6$(L(980>T*([,;_^5,FMS M2J34WKF,+UH[7LZ$EBP`I"PSP8Y@1[`CV!'L"'8$.X(=P:YGH?)Q1<3?L&PA MY>$Z8J-6SJWKQ4H/354[E^()+_D@I!)2":F$5$(J(9602D@EI!)23P>I_3M5 MF`O>V71]#L,$OH[]\VQ;1WC,0G;AI\IG[R8_>T!(UQX\]U=T8>5_EB=^8)'H M1=E+EI_&\,-?>RF>^=$\-/V1[SJTBK:N*O"8`+Y\[AOYX[!3>'@./SWF8Q2^ MVSVL.-D]WNUS$(0V0E`P6U<1GQ$ZRWO,M/"O;"FQU52`[3A?Z)H^0:/J);V>"QK_E1L+S@ MOA_RHVSWJC:>%<8/PZX.!:RH.XY2/%`-_AR!;*,+>(MJ\TK^WCKGM>+XP]_S M\]1'*^;EQY7!K9<@FKZ_)3'NF*"6,6)B'B#)CVQ\_+R+S+:BU:F^O7$E058:,]J+F<[FE,PS)70$,^CV M8"A**KW0`;SOT7/-1"Y$+D0NCY6(.1"WHZ8/&O!<:CFB$A.M.(#=U7HG\A9( MWG<)6Q;8"B/N!]6J#YL@-4T=M%\^5I:Q;]L;)*8AIB&FV7^?,7"(9R@%^!@/ MT*8H75[ZE05K70;BTH!#TXR!*ZKCLHPDY>J(!8@%'N52"R@,45Q)!]I&GI)H0#U!8 M%I;HE\+IHPJG,:DF+#Z2920IJ48L0"SP&!-)''#$237AL@6/RE7>*7NW(E/` M*S_72A_V4,!;O\]R](&PG4'2CSVEUHAIB&E>:J\4Y=:>XB%2K5!^7_X1+]^I M%?HWY@7I2IE@>9AJ=["0SG1>'71?6:%-S!)>-V?%^[G`;J8QPVJ929*M-WF) ML"S)*U55%9EVRDM6I76B<^A)7O.'2N,(+8VCJ:JX8CC#YQ;#4;NN^>+TI3A- M-PWMR<3(\7N(1R:?JKDZ%0JY72@$ZYN2JI&J=:-J!^_PHTSOW8KY.UMBWY4W MVEO*O[RP=14JN'Z45[`[2$B%Q"?O^40$61D$UQ?(=E?#XH0AVY/XM4U9 M?8Y9LHA]GE]3IG%V*=)+(6:39HF/>(YRQ+D53Z(B61!$!Q@26@Y!BS"+?AIH M.6ABL/[WH^9&&I,[]TV6*'<)8)_3D,^3\#FS1Z;@V\J[0Q\?,_KW'!S$>[\# M0ZT^._44?1#A;>!Q1\_J89L*CY.=L9>R_&`//IE9SF$N8N8E3,2)1XL#SSVQ M!FH3@$_I%1YYI*NZRH]TB=G:@\]>JJ0K^"=@5RS`B5GHWD7*X@>.OSD$\T^= MIVU_+GM4#&@^;:WP>>M%E*3%Y'4^\BOO"D]B4R#LPK/9BL/(R@-?8K:)8CSE MI3S"K/XL?C[.0!G!3>S=AL68]?4NX<_(QV-@5EYXRWI:D7$\Q2['?JQTJ&-RHM97B& M^&C!(+$;L9NT[*8.A%6:[[?.X'VG56)-N`B_LOC*7S!E@C,VGX,L43Y@H,+@ M$WY%L:N\?"^+"IUDV:5W=;']D2K;I=`&D'?/GSYJ@3^&G2LD,4'N!S4`S^=U<3N7;(.Y2!(#+$2!1">YHL; M<2E9OKBQ-L!E5T%;2A&5-*VKORR\=+%ZEVVJK[1?;JO.CKAPS=HD6@,'WX`F MP;T@N/ZJ4,*N6*@4R_J4-UUU82BF!V^W'A?TQ5-2YJV5-5N?L[@RQ,-?$H4! M[_E\&1X,'`L3+Q_*&D068'IQ"6F=KW8@(\:8=+XZE#,QD.(/[#9?H!DM?`_7 M>E[[Z4J)LGBGRR#%IMO6D@XX`TN!YP3PK1!E..NNZ9HQL(6VG5NN[IIO#89B MFU\N',9"6`E6P@(%F[)%#8F(44,[ZXPD]U8I>9I:==CD9K6+)VM3AZW6!`DZ M9LD&^-B_8L'-0,%]"]46!:#FDL/XPG_-4*Z]1%EF?/?"TD_@.F[CP3"U27W9$^4ZY7_F(%@[A4PBB%WQ9@ ME8I1'MP?719__Y^?L^3=I>=MWG\&%8%VC\+E)]S_\3E*4E2,F*W!O)95"Z>@ M+D&49#'[!E(8!]'B^U_^W_]'4?[/04^9PC-"MBP>AF8SF61Q#+_\YGOG?@!^ M(KB$J'SP\"_LXM=7\P_8E3_,?Q?/__>>1VS;E.SY=?3#3ZJ[B];EM^U<^SLG MW%<(&W_M!K,;-MQ MS-$K)0O]O,E9LGSU%\TVN;(<*-Z#!-.^H/5G"WH9GO_[;O7AUST@:6.LFV/= MF)J.ZXXU"OKY&OU\ZAC.#JC-U/AFI(U.S#;64\VSD.O)31^U!'Z-P MD3]]KU+?*03;-:R1X]J68;KZV)X/)[:>"\$%H:\9-JV'&=?VY#E.?]5N`?VJJX[%J MCZ:.;3G6R)UJZKB*!(9#M2%OXZ4-&7\(W+G)+RI#N<]1X"]N=H4\S87\KV_3 M6H^UB:%J$\"U.Q_-5!V=TW4-M[+SZRZU$;CVZ?6`K]KZ9V#OSP.4^E-NS M^=WGAI^?TY:B+\U95/Y-8U-,.0%8'E[`,][[,OM/S+,7\Y7*E1?[49;@%"6" MH#H3@!=2P&P5)MUKDVZ)]]`@5=FF-)?I!F\ MT0MVSBG`*0TO6&2!ET++]<(%M2%+X`O$*#?P*LOX8P?LU%=MST%VWWN,GRB@,,[CD M"Z]1@1.=\RA>PR/?_5^>=;[(8B0+/)#!\T4FB^XEG+W$-=G)-]Y)235*MFL$ M-;?-B36VC9%N:?I4*:3L/GT/-$7I.2=YIQJZ$QGS9GRZ]I MM/@^]5%?P^47$/[GJK#'3L.AW:K[AS9GY[J11OK6<'TM1VP2@,)\NN`/W'&^ MO@)66#+>?673+'WX.*\'%N9$FVK3^7PZ=B"TTN:J9E4L/33J@468\4?]11VH M9DT&!_3P/IE\]N)/,>_<\A]>D.%=7U=Y&9-[S/C#TGB<&$Q[-M9LU75GCF.- M#7L((BG%,!K/S%U=*-O(9:'=)8N[>O82TLAU8_1(H8`(C.E\HAI#7;=U[N M3*SAU)Y8-IC$J6-.;=/2M+([4WL\ZJH[_()DE*6K*`9?<-FMIKO09=T9N:.) M/K2L^7!N3ZH`;J8/[9H4$M[05W]Q\Y!YH-XEA=L]>E[O6[$(:CV&M9SQ<#P: M6Q/0X]%0G]G.M`3[2)W.]XB@D320IO^/&_T9]%RWU9%AS"&.Y?^M\J_.7)V\ M_.AW8/I&(WTRFMA#&':(ZXW1W!VZ%=D[UO3.\>]`!A^V?G/K_#X:SN:&.=>G M#CB-T[%MSL%E+@C1UO7Q'CEHC%XK%9L[@PM M8U_CFX&/-#!^T@".'>#NV1P\>T#O=#P=36:34@;6R'6[&,!/68I+LC&#TQ&5 M[\ZLS<:SN66KMCESP6>;V?,MEP_5^6B/"![H?*U#S^Q]*U2VTWO3'9KZ<.1. M9J9A8*;5MJ;5:@%GQVV5O/>/ZK8SU`T@<-5V;'!+(5K1S:+;UG"BS5ZTVV*M M]ZW)4W!;)MI\[AH0WD\@GC6<4MDV=VT[[>K$&5ES9S;1#%V?.^/) MT'6-:L)\TIRWO+.?O.FM]^TIV-4M%3AKJ@\UP]74Z00"\DFEQ*K9F`H7WL46 M`6K,7,GSSH6E/U,DAX/'EF%S>>O_SF_;AC]=3=%`&L[\X,'JI/-=6:.I9>IKKF0WU^NU5N M8W:N]NK'-.J^11\S0YVJECI3M9DV45T(.Z;5'"TX<`^(ZL[F1`O&ELD\CM93 M&+\K#Q>%?@B3-,YPL.?Y'$%X.<+5HLWU45/>:.UW+];4--+TNVVL;ECC^4Q7 M@6-G8VCUR*P&>FI-&[IL-9W,1[=4;%?G15__^#:MS1\WGY/\U?/#WZ(D&=_\ MC2TOX8%?6)!O8UGYFQW$E/4=,#_.IPU`4@]9K_G$F;%-_]>,O_?O[%++YB% M<.=--:/^=V_CP>WL[UA,]1_0$GCH-%KC\Q#Z9@.-B#DVP>>.Y MI0*$;0V"U(90FLL]'^Y3-T(8!4'YA`_A0]U6+1/<]NED:`Q5PQQ-=6PG:^\AK\YVM>$&?>9HUFBDN^8=,Y6==]?XRC:IED:&>F>'/X#3[(7ED(_"Y6AYY2=1?%/4 MPGEH'8WNC&?3(=CDR5`#I&O.=%ZMJ)^,FRM"N\#]1Y9^NIAXR2K__792`V6C M-:>B=]WVJ3TT'&,X=>T1KN<=&:. M-6?DSL;.R)Y.;;/TW4>6W:#M/6Z6'/WZS:1I@+PUS9A?#8`QGUJ@1*IJ--:4MM?L! M.I@9AFO-7`-"P!&T5K-GIE;*VS1OSS$CW^MB&IXD&;B"H&>_1>'E-Q:#OWB> M/EI=].$,M'QFCR".M6UWI@TMMPRF1LZD@?*A>;_"[&W5\WOQP"`,P:<<#O7A M>`KC,+.MX:1,,U>G]1NR%/`3!.O^XQ5H,K:G.C@]$U`BS36<*7PJ%#8^NYU',5PL>&*[?#PMG-G5T&X9F M.AEI0]TRAA6SCG2CX4F_T^Q[.G1`"P5W[X$!FSM3RYD8*H>Z9N%,]:1:U3]T M&\S[3J[>/0`I=0*#Y!ISS45OQ`%$6:/2G(\GXVFC=_#+ZT-+FVDC\#,JMQ>\Q*8]M_4]?%:\_?!6/2!.?>@XP*?F5-KV/C?CT:UZ`*'@4*K`-:IN@IDR;=4U=*N4%=!0@S=UU]X3 MXSVZ5?D(-G/?L_]F$+YB@8,H1'79R>;AO@I,XD5!`(I3YO8>B&!GJJF.3'TX MT>>:8QG&;&S/2N,VG#0-@[$'HT]4A4=V[[.'6T8>2DF--(AVG.G(!24:CF'$ MQFKE[`V-1I(:M*BQ,_')6M3%>#GVS,*E7N#UC2%*58%AI]L5TFH#O-H>7[:; M[GW!%?DA6\Z\.(3^/;B3VYTY!H2F,W>N&C!TL\G,K5(IX(`UD6:]&-(>V;6Q M-K8T=XZT:X(^SL#D&R6)0!S8"/QTRWFQKAV$,E-7Q];(-L?#V<34II9K#NUJ M8G"B-;E:3(>>I(8'=B7!F]#_T/^YSL71SKL\F(Q4BE=',4C70K`H@KMW,"POQ&O0_C/L: M!2"T)W-W.)G:,UQQXCBC[:[FJ64WTX!#(8W2[FO4T#3'P(TSP]4,US7GKFE4 M:PRFUKR1:[:;)16>QB3W#I\STP#BZG0V5(V)HXW&Y38DV[8F;L,I\/B]`9W+*:C<(D4NT&N_6O< M:.CM15&_>_^)XO(!?&7-#B'_YH7+G'YK*XCN>-OXYMO-AMU:;73'M0]0NF5K MZD0U3,<=@Y,[U31G9)6AM3'7&^;8VD-4]XA$G/BZ$,;0M,SI5)T.#'8 MGFM5+:FIT2RVXCI=2D,_7)GF&3@L.'$$CYW[/_"OY`64"ZS>7!V;ULS5Q_ID MZH+#,"]G-QU;;1:O4??PJ`SR?"%PVA-KHD\<1]75.<0Q8)7L:CY%!2>S`?6:#RTU2K791G-O*^Q+^_;"<')*\/A M9.@"%X+3KP)`77#UYU5S$;H851V\ MD65,9TTC,>P2E8_0*&F,A&&HFC4Q3-`JW3%T=U+--8UTN^FMN:UHUT?VV,IL M,PN,FSNTYO;(M)W95#/U:CFZ.VY$+J9Z,+-`6Y[3ZOO6.[N:-E4=W`OF@NZB MIV--RB#0F4^:?.AVV.J#S3$6*EY%P?+#>A-'5WD]DX<*NYGSL6Z-YZH)H-7M MH0&.2;4R9V(W2,S=$V>VTN_'N"%/Z/=PZKH:1FCC\4A3YV,((*NYLXG6G'5P M#F8K@>/=!<]H4W"D--MP='.$U2+GAE-M!K*F\^;TR^'.J$`-Z,2>&\!:\'^& MZAC3R6BF(>%62T3<1D[9T`X.T[-M4[6/D.?O0-+Z&UQ)/I ML;+7F<)^+-@FY26R-O?>S,]:XJ5TO>(!RQ7=T>2G_+7\H?QV6_AHH#_?GDH4L MYN=#+=DF9L6A);C>])(_,DEC#P?B'2J1LF;I*EH.E#(>2?@SZG?BV5-X1A*( M.%IV>1B`*>B@(WZTQF"K66=%J304R$7I-)_AP$C1[705,R:FYQT>K90R04<> M%*-5^48(@Z_#O@ MQV,4QZ]L,9@E["(+E,"_8.6550L>6R7O0&-YH(E]C'&U)AH6)K6LN6%,35-W MQUHUY6'KNM&Z<15I2AYG.*HCRC3M%^A$^O[)1K5F+[$`'HL/D<3.P:-J:74+ M*XN?ZZ\)HQ@EE]?V>KK!\_TW#T?M+A1Z_J^85\:*G<'>W*V_/$?C7QD\JF:.WQU MOZP*YBO#JLT/A5?A54J'Z-G'3.^1UGUFQWF:N)P[3>DHK8Z;4PSM[%`9$C`) MF*T"TW@!8#9E6;R%^V6-5TB%X[VG-I(>DAYVKX?-HSA%&I%S;_'],HZRA3+!0(;\H7UFN.`/^9*G)`D;*?A`V)<*FK0Y,PN9I MA?;2X9+D]9]\&2Y+TR6BRR=1;P M#2G3;)\*)-[MS3K.=Q17K*(YW"QJM!/FC6P>=D:_$M5O`2_ MK6_$5W!#+[\"=U2>*3%+-@Q/-&/!#66:)')03R?3Y%*BB9+`!$T9H>D(W,QU MZM`\[6"5W_>H^GH4:W03B^T"TP!@+J,,JP,^I]1(+W9HBMO5>Z@(>[^[UW#% M;2EZ4&J]4**V/3:B+Z(OHB]!(C-5HJ_6O-J?>5'AO=?O^?N`^7OW@]_G:W+PHB,?HDD=USU^H'"EE#=Z[;)OP[4[61,S,,NSR.Q,'CX?_RV7SNV%_Y MB1^%\RB>`@.E<-5HLX\@OS.,U_F\[$.JCK4;'-JCDW3=(U1V=J19C6. M$LP/IMX]\N7.UCRGW=K][5:'[L09:2/5'(_Q2,ZY.ZL.?7',B7J[W9J^Y]#B M5AJNW]]P#:C`G1LC:V;,9T,\@>3&`:'1?@=_IR M4,`3[SOZ`Q1Z]).N?O7D\D(Z5)1V^9:IW["P[PXXNH;GBNF_`[7 MK!)E!F9?6'UITC?9ZL6?P"HR4KJ^*5VGK/>[%R]6CSG1AO2-].T9^O;W+&2* MH9*ZD;IUH6Y?V28MU@J3SI'.=:)S3SDGCE2.5.XYL6L6!,J_F!>W&DI(M-BZ MTRV(CSPS[G!%[5">?4"X-,(Z7FHDC2.-(XTCC2.-(XTCC2.-.]E)BDX#B"_L MBH49>TRY$BJG0-D2*L=!^D/Z(Z=\2'\.U)^C*UR'][6Y05("+Z:3?A)(B&2% M!Q(2Q;.WL5G?1J`Y\#"1XOT8Q>E*&:WA@H7WD@B5ONR)%$>?2[.!6'<,@=6J M9!_[MDV:1.PC%Y<3TQ#3#`4>>2;]V!/3$-,0T[P,TQBJ-7"(:8AIB&F(:=IE M&J&'2LD^]L0TQ#3$-"_#--J9;A@"BQ?+/OK/Y9J>KD)I-4<\2GQ/^>PM_`M_ M\0A%.MZ9/%.C,]FZL#5'9HN/&!"NN/.+"1`$B/X#PB0+08`@0-0!(2SA08`@ M0/0>$-J0?"8QT;=$Z;].P_)9AA6R^=E!GU*X3/F`U0)"7L38"Y3?O?@[2Y,V MP'8ZYWY9MC@_[N0/_NH1D/MK"$\(FPYAD[!)V)01F[9*!V82-GN%S>/!GBTN ML"1L$;;([CUBL;JI#U0R?*>]&$.D""=1R`?=2]E2*F2H?$PFG8M!_$7\)8J_6DOE$W\1?Q%_$7^UO.98&VC$7\1?Q%\O MKWG$7X_GKZ$ML(P#\1?Q%_$7\5>7&REMRQ*X:9L8[*D)?HFFY#HM!OYIPV(O MA<8J'\)%M&;*F]^B)'G;2G%PJDQ/<\1BYXA)XTCC2.-D%IPTPB*-(XTCC2.- MDZ(P^,L'%:=1_UN"L$ML:J2]/HM/;CBVN+4]L@PD95=?UGX3"?2-!,R!121` M)$`D<,(DH&DZE:4@%B`6.&T6T,V!32Q`+$`L<,(L8*I#JF(H)(DH42[[J"I' M']'&88&;4XY]6W"/T":=A3Y!:(DL$T70(F@1M*K[+(%;D@A:!"V"UG:_,D&+ MH$70:B6[Z0JL9'+LV*)%4\W[Y*V\W3\LFMW52SL62,J'OAY;M:,#E-76-FL" M%`'J%`'E$J`(4`0H<5-=AKAUI@0H`M3)`VJH=W?8PK$`ZIB7<1BJX'S'MRCU M`N4KNUS#X]O):QQ/!:[M1Q15XEOK1@XM6=#3OFT3Q)HJ]M+ZHXXWVEM*/!\CN MC29PL^BATMGJ5(]V$3Y&GR1#8X_-W#'BK;,9:<(;X>WD\6:3?2.\R8JW7N)) M6+1&>"&\G+I]LO6VSB4Y5?MT;*M#Q*9*:B>2WSZ3Y"4`*U3NAQ^[TS7,G>'` MZ0KE=XKT)$XEZA'0C]<,GPBJ7:.[M9N$:D(UH;J3V7Y=[6Z/`\&:8$VP[F:% MG$G6FF!-L#XN6)M"%[X2K$4GUHXK?_:1I2TFRXX+F98A?.;UN/$E'Y3Z:QV/ M#$HBR^`2E`A*IPNEH?@"%@0E@M*1+O<9"EP]1X`@0!RW;=%M77@NXKB-R[&M MU=EI@89/J^]\>L>_$2G_WUB2O%I=QXP)8V4 M=,64CQ%<$:9Q%`3YFI^4Q2Q)>Y^;?-GU>VIWVSD>E-IQK^OK$2WTUR"?%')? M?CJ0D$O()>22S27DGC)RCP>96@>E/`AYA#RRF8]%IOC)>+*9M$SFP64RC4S4 ME",:_S=N1Q\-T,=EE.'KGK,KM!?I5V$GVQ\LPHXEUL)2BM;JK>^16B^4Z+DY M?/FH33J'A.B+Z$L0?0W;VIM$]$7T1?1%]-7V:35);,?X82_!RU.?-UADM+!9_0&P]$Q5I M%6D5:15I51]$15I%6D5:15HEO:AH#]KS)#[V$G^AS+PXA+.,J"B!P3)0WNKC5DJVD260_;*Z[%,F#Q&7$9<1EQ&5=Y'2Z`E%UYB,N(RR121^*R1XG+'M@M5=X_12[K MR4JBEYYMF/I!AH=7GN!\@RR:+M7*2VG84!OHW46ILJA"VPX<^6G$,\0SMS/[ MHL^"()XAGB&>(9ZYG75OJ]NI8(LJD`\0SQ#/--QMMJB MN.G4SV<1*=N)EZR4J7_E`]TM$^6SYR]Y,KJ>6GY)/C_DL&*)55< M%95X-%U]_?(=NZ]QM5%8,#R^_,[7UIZR0T3JK?7I^+G^FC"*UUZP@S,-KZD> MG"\F7[`@**[Y]97ZBG\&[5F4G_<(ZIN_9HGRD5TK7Z*UUV#OM1=?^F'>2"]+ MH_*+W%3P;Z[]9;J"JT$0A6*#S@;>)F'ORS]^N:VGVW;79V\J7=?5O56;#I@` MXHWY]95AOGX01KM(+F[4GGB?T_'[NK[OV/NG=:TPG=_7]0N/$X$]V0TEG4^^ M;:[US+-/G[T"YGXWJF'`G:?)"V_CGZYS"WX>!ZC(9!OJ]H`LI9[%R]6BJ&=$BN*VJ$\^X!P:81UO-1(&D<:1QI'&D<:1QI'&D<: M=[*3%)T&$%_8%0LS]KX-Y3M%'9-/G:23#^D/Z0_I#^D/Z8^<\B'](?WIUL>6 M*-2[[7S7E]AKSD9L!?B/49RNE-$:+EAX+XE0Z3?'2;$A29HM1[IC#:S6)2++ MV.-]M#'R2'P!Z;6-F&:':8;N@+9@$],0TQ#3M,LTANH,#&(:8AIB&F*:=IG& MT@?B3BZ5?>R):8AIB&E>AFFT,UVW!N+.A)!]])_+-3U=H-%JCGB4^)[RV5OX M%_[B$8JT+8S2PB3%(S88B`>5Y0Z$G4YY+,"1#R/2V>+C!81IBS,Q!`@"1/\! M88J+[P@0!(AC`,1C=@D2(`@0QPT(S16X@.)8$$%+MQXA[%D61QNF>.%2^93" M9JD?A5Z@_.[%WUF:M`&VAVH("!V1EXWTAX.6SCE\A-2.!=T]`G)_ M#>$)85/D;#UAD[!)V!0F1UL=:(1-PF:/L'D\V+,%8H^P1=@BNW?X8G53$S+,42*L/B2V7FA1V[X'N1C$7\1?HI;<.T9;GAGQ%_$7\1?Q5[O^EV:( M6T%#_$7\1?Q%_-4E?]E&6U-"Q%_$7\1?Q%\M;Z2T@<'$%:(A!GMJ@E^B*;E. MZV1_VK#82Z&QRH=P$:V9\N:W*$G>ME(WFXJVTQRQV#EBTCC2.-(XF04GC;!( MXTCC2.-(XZ0H#/[R0<5IU/^6(.P2FQIIK\\M)#=4G3:C4GKUY:O+R:([)\H" M`J>891E)8@%B`6*!Q["`-A2WKU:6D206(!8@%G@,"UA#JG%)+$`L<-(L8#HJ ML8"0-*)$V>RCJAU]/%N'WVA:!_OVFZK3(PY^^_^S=ZV];>M:]OL%[G\@`G20 M`HVKIRVWIP?P0DP0S.IPM5IF/-D24?2>YC?OU0LA/;<1R_2(F4UH<6 ML:T'M;76(KFYN7=AYJEQ#UY#ZJ%``K\Q,*@%:FU0"[EH0"U0"]0"M4`M5:AE M-5J@EDAW2,6]'O*FYE:.BCK'PA'[C%,52LK'/H4[M0H2BI^W`X0"H6I/*([Q M,B`4"%5[0AD&Q^D7"`5"U9U034=4ZM;J$JK*41ZFQMG?<1>E;D!NZ?V475Z, M7Z,ROD5=PW(S'/=R=7C5(9=A%,^BV$W7@SHN]6,V)-37_7AIZL7%<&"#"]S] MM>>;55SU9?`-?*L]WS11B>'!-_#M7+ZIQR>CQ8]/X`OX4O?^23>,XD(4ZT&X MJH6'\/65K-4L?UJUI`S&3\U23UJ)ND4)$KVX_7!-6.^WB M^FZP&JP&JXN)`N492P-:@]:@M0RTMAW0&K0&K:M%:\LTBEM1K3>M%0T^XFG" M+S05Z"RK%C.;_$,=JLTO^:BD;N]8+2K937XUX$`E4*G&5'(T[K-`4`E4JFB\ M3]M&V4$00BY"R-NW&&V,T^J=RF6C!7IVM?6M3U?Y-SSM_XDFR3N2>24N%VZ) MU^13E"2DDZ:Q_VV>NM\"2M*(I!-*OD3LB#"-HR!8Q/RD-*9)JKQOLMP`/O[# MR=.M5NVX/H5D0=T.N3[,7=C1,72#V\CO9./)PD710V-0%!0]*CI>@J4]=*Y@ M+B_F5H:9&L>LI>@402UTBL=TBH7M:*YYIXB`E[6`ERV?4C]G=/:O*P:/)L/C M*)IGMSMG@Z<2CE1N->P/-F'!%A,07\0SG^P^JRD!(M$C%0Q((%^0+WECNB!? MD"_(%^2K"/EJM475*H1\0;X@7Y`OL8&-35%>-,@7Y`OR!?D2'&EJ8_8H02AJ M^:(VH?EE;,Z!I>>MUID"PK[WF$TQ4P%50!50!52I8"J@"J@"JH`JZ4V%W63G M6;SK)KY'!FX8S%9P"/:LRN1@L+E*S\< MH65':IDA:!,4M`Q:!BV#EA6I92U!V1*@9=`R:!FTK,`E^(8AJ'(VM`Q:!BV# MEA6XE:YA85Q6MTBBLE<;^GXPS\I0UG"]01:D2Q5Y*8T:Z@VSN)&=+%`0/8## M.`TZ`YUYZMDO;@^*+%"`SD!GH#-%>]V+VZHK"Q2@,]`9Z$S1'G&,9Z`ST!GH MC&AO=7'1G;)`H12GM$2K;B)MVW.3">G[WWTF=Z.$7+O^*'=&K[N6R]3S0\H. M2PQ=?BIVQEJ;$%.)2*QMBL^LK09L1(^L)!(WM8913UL\>O_;WV7($? MTJMECA_=T%YM(&P5)[XKDMPTGT:2F[PCR4^RSB*8W*-!L&SNAPOM(O_,WK'W M\'G9DJU'7F_:G3^E"?E"?Y";:.J&[\FN-CZW\/+#'Z63A9'V@FT3[X]:5^?F0_>\"CB+WUA"*9?C>A##\!Z\.9T<@" MI'Y*I^RHA*3L1R^:SAC"PS3)MDEDW_S'LI*UH;WO1?$LBMV4$C<<6MHSR9M.T`#\B9]N+"T5T?* MS_)$_<3SG(+O5_1Y57\^79F&X@'+1*@BFR&EFSBOFFN?6?KX[`"XE^)*26?V3&3A`Q8[S\JTQ%15;SMRS$K M`FY[;"F]_2!RM0!=H:KWV8V]"3'U-Q`YX*T`O/W7/*3$U``WP*T(N-W264JG MWV@,S`%S!6&N3[TEY-"K`G+%S%WG04#^I&XL="HA402"H+61YZUK:/HQ.\$. M!VJ!]E2!X=(8J[K2",0!<4`<$`?$`7%`'!!7VT4*H1O]'\.C>E&2)F7Z`&0Q M";>`9''/S#^R^%+7&MP27F_#7:'7SRU/,KHE:$2U-,)I<-M`!8F`1$`BJB<1 M[0:WQ*J0"$@$)*)Z$J'K&$9`(Z`1T(C=&F%IC38TXAB-0)3$;B/>T"2-YUXZ MCUG[R.#GC(;),>E+5YL*B_2N'Q&U(X"!1H-?1N%]5JDV,Q4BH73=>CV9)S[' M!Y@'YH%Y3YG7;.A@'I@'YA7./!.C33`/S"O#&VOR\[34G'J*AI-MM*"`*N>? MZ+T;K+)QD>LX&M,D\:.0?3VD-,E_NYW,TZM^]"-)'[I"&%YN"A$11.>W,GNH<:I-=_F8K7"'6CFZF?S"*4$WT`UT>YEN M'-<+03?0#73;-YCDMT8!NH%NH-N+=&LU+-"M=%>-1*[30G.*W$6I&Y#G$JD+ MP22GBN6'U+?8AK\$+X%OV-]>VW(JF\+-E")&*Y8HW]"MK$&!0*"@6%@D)!3U90?D&B4%`H*!14 M?E!"07GN;^&YM0P*RF7YZ?SBTUPU+3BA;O1+C4-UVPD[6I.HKJW9KF15S:I7 M#2WQ/$.5AJ*N+>K:JC7F_/H$(D5[<+K1#S+/CD MP3PPKP3FV6`>F*<0\_8D$*P0,SDF*#C;:F`NF(L^?I"3LO&\Q\0+JQA\NPBBD%V\?K[VK M87D+B$>#8&GX#Q?:1?Z9V=%[^+QLR?J[6H6A+IMVYT]I0K[0'^0FFKKA>[*K MC<^MP/SP1^GDG6D>(LR;>#S\X.,6@=@S'@.MP`_IU62QQJ(;VJNG;V@SJ#=[ MS//&).?WINP!CR+/UA.*9-/=A))PGM?0C,9DL79%1\1ES^#>4Y),W)B!+9JG M2>J&F6&)-W'#^RQ6.6'/,9U&X<-![#_B)\F('/LWD\BY+LZG%VL;6KQ)3]QNZ3T%&##-G/Z<1/V+=N$H5OV`?6 MKODT:^_?@ MY!?[K<%-7GY[.T^N[EUW]NZ/AV8._=`-/=\-/H;LGE,W]:/PCKW=;A!Y?_W^ MSW\0\MO#.3?4"]PD\<<,2=EAPSB:=CQO/IWGX>#Y`F(OFLYB.J%AXG^G'T/V M.FAO'LCJSH#9I6MU-;O;QG#OF5U6EK_ZFW-,;N&V1L.M"W,ZR80?[*Q[9[6[@\[3KO= M[K*_G0ZS9(9IP[*=+E,<8)JKGAMFA_6<]K#7[YOVL-MN]JQ,SZU^LVMI;("Q M/;RPG8J@VWAY@-'J=IE-C%:_972Z?O?BG/=XU"Y\%1Y#+HT/(<.&ST9[@OWL\_I]PVSB'&S> M65OW\QSE:3N"QHP<]WZX:*0[3Z.'+Q8NUOR;A7>M:3=7SE2/L!-B07` MOR<=4F$?V`?V04]00$\P7`8K_$G=."&#<,2$_\&%1DS]#:0>5(5]8!]5[?/8 M7+,$I=]CR[*U_]E%$4`-4!,"-6YI(@`U0.UEJ!V\9[]J.:@Y`7/G5(%]%9)% MH(7WBZP%*I%5Z$SR\OHO,JL5X'2'X6"X\OJ<`HVH@N&D,180!\0!<4`<;\,I MXOM].EA>#POD7IWEU@UH%M/:G2=^2!/$FU36Y2ER/^UB"7X9%G(Y^#FC84)? MDX79'$/7WV=Q(^K:3BUL"5\,K%X.CMU&XF\3_EDV'GEF%(8A6?"0G7=T5@IH M#;0&6G-J1A]1^7QVVZ7:U0,@09`@2!"&.T4,=U1?2'RJ3,O=D8;&V2U2*W^3S%%=DF>.*7&>[ M.*.0Y,FNN(7IE4_ETND+^\`^A&7>TDB&\N%6(4,)W)1YY8&`6M9 MGB*S,YKZH9^D,0/F=TJ6H72`8ME0/,4^.XTM"_#XK2[O@Y4*R\J7S895F$'J M'=("&8(,089VR%"+8RUWR!!D"#($&8(,R5&24^8EO^I+$.RCJHODZXQF'I'P MGKM'!#A:-=<0X%4_(N>2@$[,:-B\@5+MO@IT`5U`%]`%=`%=))D)2>2E*30U MR],5ZHZ7SMW8=P.2%1I^FU4:AB,,*]18H:X-%`_N2KD:L=0^UM3X];'2>Z"S M\T0F,P&WP*VU\PRKT02WP"UPBS^W]%;#`;=$3@O!*]A'+?M@@4Q1'!W>?Y5; MAD]`-Z9S[,9JDF,)A`*A=IK+X>C.`)_`I[KSJ5E<-M*J\*EJBW`\;7L7I6Y` MNG0=,%2U[ZEKLXXI3%6NB28&S-IQ4M@*N@"O@"KA2 MPE98Q#VJE'KL?U]D9ASZH1MZ6;[0CV&2QO,I#5-^U=0E,K!B7A,8#H8KK3,I MTH@J&$X:8P%Q0!P0!\1),7HN?Y!<:&;]GIM,R)"],O(O.KI'ZKSJ>@1$+L1\ M#%,:TR1]R,"HKI6JCR)9,,-MP5C<,_-?VEU`P#%T@QL&9'F?V7G(=0-0%S[I.-)PM- M10_405%0]`@[:L6EL@%W! MBQKSPL`J!/@`/F!5CO.412)7@\J%%R0RHW0B!,/!<))V>_`!GF(<641=]``2 M%`/%ULZ[U#GFC-UGE6IGO@?SP#QT;O+-!BLVZ1-30P(:!/O`/@)GMB(2]ZJ0 M*[6P_+PE&4R-@<&^R!<5D"1Z9@P)@X1!PCC%U>J0+D@7I*MLX$&Z2ER#AW2= MZK*1V%4J3Y)>&!%&A!&K9$19TBT>WC&I9F'`%#!5P,*`*6`JNX7KO1:;?]PJ M!;%8G+VA7N`FB3]FSY_ENTW(.(I).J'DFETJ&KW)DI)D27"Q?HOU2=A'"?ML M^G),IN.C:/XMH'`A\C>A\CY$0^,85+G/:DJ`"`L@D"_(ER+RI5N-)N0+\@7Y M*A]YD*_CY8MC@G/(UQ-7S]O498__[/'/_/W;VWER=>^ZLW=/?2)?Y^G7<V:4>CY M@;^XXOB&?J?AG`[C:'I+[_/:FW=1+PKSEY+=Y/$Z[%V$F<%OZ/C#Q;!O:+KY MA_7G7?^"^"/VA>NE5QV]V3;UIMGJ#5JV8;<=:]!NM3J:,S!;AM6R+GY_\@+7 M7\:=/Z4)^4)_D)MHZNY6U[73`S^D5TOOGFYHKPXY9T/U,H_@>@FG[//Z1<,H MGKK!!LWU[)C'"^=OEG@T");'?+C0+O+/#+;>P^?CG_:'/THG[$_V3$NV,"8$ M[BRA[Q[^>/\4_:M&K;L65PPRGO6;'N"=S!OSX<)NO]I+SDV96)ZHGWK>R2>J MS8J6K3VXPH`(><5Q\+A6TV"L.$NH3E M;^#P*0X-X!`XE`"'!^^B.:ZK9@\O4Q11H2$:2R?!.R$(1A7L2H2QE6XX(`Z( M`^+D-]SQW>ZFE1R%N]?\O"]1G$Y(9\H.\-PR!\VR&*26U43U-X9I\@MYDN5= M9N=AU;^\_AHZH)X.&#:_V"%9WB5T`#H`'3AR/.#P2P$CR[L\5P>$.>F4GT9T M$M\EUZZ7A0>=,FFM3]98O=7F6+.TZOEBX1'BX!&J$[F:#0?D`KE`+@'D:EH@ M%SS+AQIP,(^C&25N.")Y;#CYF*VWAWFHMQN0SV[\%TT3(90K-SY0P'94BV.A MQ7W6D04_<-I(U(E5CU$\R^:`46`4&&4V+#!*$H>BZH/']4U_I!?%%%.SE_WU M3=MN<`MZKOSD#)X/>#Z.HY=EP6L/>H%>HNC5!+W@6CS4@'W_.TVRD>'*N=B= M)WY(DX3"HRAIB3)9P`,OB$1]6-5XI3NB4A>!4"!4'0FE&QS]&C5A%-R*AVXF MWO`SYLG?Q6"-5\9#V:*L^?IM3S::+/B!YTG2+1R0,\C9(7+6 M%%9^$W(&.8.<03R4Y0D MKX7DMA)@2N6[`723P`_P`_R(L@\VC$N?=TKZ01>_07L5QN26UN(89B[[NX?_ MH$(=O_1H@])L*(W#LPBH[.\>2@.E@=*4IS3<LNC^&-UNA0EA\0M"!A_`!^7YH'/,"E<50L`UK5[BJNIL^6P9Q:7? MJ?R,"+Z7`CJ]^G"SZ7!,\PAN@IO@)C<[VC;'/`EUY^:9GD1;Y7C$_+Q\PQNY MI?=3&HH9T2I',*O-,3V_+.\9SA-Y^BKE&&';%K^(&S`"C*@`(SCF)*@*(^!/ MW)W+-)Y%L9NNNQ0O]=>8")UCU,MF@7E!]IIM!3IQ<2?<<7D,`N'#@`^#&W5U MPY#`BP'N@KO@[O'27`7%\V.D+?`1G&)<$NR&'\!-=O-(C-[JX`B>.B$CV2@7]`O3OK5 M@N>;)90+XM MLD@RLS-S3K"?`K5-=^M$EKRZ3$_GU[]5I"3+EKM]H]22S``3M&U=R&(]#ZN* MQ2*9>[0R%(W=.JL0A/,7^^*=6L]!/DU*N_L^5GM4LW6"$QHG-$YH7/L%U\7U M5/K9"T!X\"R=LTW3FL.#6F"9\(VGU=?G&G*Q]P6W;E6 M$A#['`0)"!*X:A+@6$VZ+0-Y*0GT*HI7JS=1]WDZ_4FB5CA6`NQ]=5D1)VIB M`T-_L&5QK&P+'D4T1P#J M94!I=6W*$H`2@+I.0'%;5+P60/4VU*C;G$W)^@_+>(@(@XBXB#\O*_F M3N@1>!)XZCV>C.8*Q_8%3[T**_*U$2\X%^<$U>)5D>BE4>E$D9GF2A4=U-[. MUS"RE+J6_T\19R?43@2M6KHY1%"DH,@Z*;+1*I6=5CM!D8(BNZ*K@B+YR=*N M[?PD09$7N>"MB7-EI=0,SFLS/:XZUPI1":T26B6T2FA5ZT75Q:P%3A*C'RN% M,,?NVL/,5GIBZ,)+THC$M=2^?!O%>W-@MIS#WEP^0G^$_@C]:-@%X:[61+0TCD>3MGWD1=2^1V9`Z[5-\$SY/I[5%]H^\H)G!,\( MGGDKGA&["_L<2^QT.<[.I8YK_&;MOH!&A+2N&`\+C4 MJ&J1.R>*6QZ7R-@9@"K\3B`LW& M=LSW'II=#S)VL!!GY_#&\8R$OL!&A%6N&`^F.%-.X$'@H53!B)NKU!<\B##C ML9)N25G+/GE'_%)&K]T[$H$+$;C@"LV:RA,(:`IH"FA>!DVQ$G?-,46^)FVW MJG!VH5Y-/#`PHJE=]KWM12K M;'(0NN]XM4=C6RKKME"U)LK M-"D`)0#5>T"I/%VN*P%4KP*+?*W$;I6'?&E4.E%WIKG:10>UM_-%C71C8+Z] M.#NA=B)LU=*-(8(B!476N0!M<4P"%A0I*%)09!MT55`D1RO2:K(V9J?5CJ,+ M_D/B@ESV7E_ZN]0OWPO(75;G3%'E[TH-')[7K^&)E/5:8TI2GQ-,YWY1?J6G M;/&6#(`I+P;AY_)K@C!:N?X6[!2\IG@P%:@T)[Z?7?/3C7Q#/X.VS///>R3S MQ5N16/J-/$F?PI5;F0U6;O3@!:R1;IJ$^1=LZJ'?/'F+Y!&N!D%D>@PZZKOK MF+S/__AQ5R\W[2X'8S:ZK>T-L!T1SZ&-^>E&'WYW$#;;R,YN5)J^3^]*0T4' MW[2#'2TYW&[C4LBGU%REW>LHE9G5/D]>>!O]5"W*F4@3,B>K>Q))FG)[AETC MD"F0R1^9!VL;U@#,JBR/]U'>&L>JK'!;'Q5Z*/3P`CWD%EL0>BCT\`(]/#H! MZRQCID7![6:KN,#^DH0U>=X=GL.F>B*-#O,9KV)"RBWIBESK+G< M]\B`@)>`UTGP,BR>EK>`EX"7@-<.O/C5D.H[O$1XW$G\O0@8B9'"QN%1U*$(&(@@G$,4Q983GX9("40)15X\HF6>&XY4@JF]A M;;[F=6U'G+1'@*TCL!-@*:IZ/XBJWGR#,O90KNN0+%'86["D8$G!DCU@R>%0 MJ2L<)%A2L*1@2<&2?6!)RZHKQ"=8DD<$GEL3759-@V-LN>UC M?VET6#"-8!K!-.E#NW_ M[E$A*D5KKK1+[[UR`4X!3J[@Y'BTH`"G`*<`)U]P-G;61^_!V=%X-D\1UE=P M1A#8*>CCM1>X"QLOF]OR^T82X\_[ACULX*_3[:^A79???:W\57*^?TAZTM_E_KE>P&YRS=PJ_)WI08. MS^O7\*)NM;AI5+32G/A^!KZ?;N0;^AGT9IY_WM.0+]Z*Q-)OY$GZ%*[?%KT!,)V"G%>&D?9^:W*XHS/E)6!ZIUQ^ M:`;T<+M9BCDP]1/G\$J_#U!(>1'[KGCA):+X\DA`U7RP(Z`C$E/?.%WA`2-_ M@4(R0\!657G?623OBY^5RXGH!'78)\JML<`J$V59X>?R0X,P6KG^UH1)*U/< M<,?Q3LL94A49^I1-.Z`@OKN.R?O\CXH.[(?^1K'4O3'R(Z!+&_/3C3'\[D36 MR&Y4SKWO[!N[]HN5;69A M),%4)?T;K+A8FL)TL)`F9$Y6]R22-.7VC&FKS:KXLOUP@60Y*.*A^A-UZ&%5 MDL=[>F^MMJJL<"M2+PA1Z.$%>LAM]XS00Z&'%^CAT0L:)T[! MC\.87SHZUXW;G0C&MF)7=S="^>]TF>.9;8?$M<%<7U:/N)WNVR*.:]VT+.A- MT-NY],8S4TS0FZ`W06^"WMI#;X;!,1%#T!M'G[5?KNDG$B=1.D_2")>AI]_6 M)(C).8&5WA4G>*=H_!RHLY#6%AWA9BL(DZ#/>%&'_*8L@1>!E][C1>7GP5X' M7L0"PPL2_)S@ZL*#-Y>^D/EC`#U]>)9^#KZ"<;9Y4J:C[RT7X:$&YK;^0.R=)@^XY=?PC6NT!9$B,BN@5\^*BXCSU*"2GRGTM M$"?G7'`.Q?G:D_9MJOP.33Q:,OTF+A'_$C0D:.C$*+NJ$CPD."A M$ZRP=?U,&?@[F?+D"?%F0=$XJQ"Z\1?[(EQ* M'_$PW"AYOI4^^BZ\"*^9_B?UUKB8=RN-P]4Z33!3*UPF3VZT`J M?]\ZZ3D/!`)AY32?@5PE4JFF*6'=0LF-06]7:QC9A92$E0M4Z0FN6$<>%IGV MGR4W22+O/DW8U7&A%'%,DAC>YB;2/9F[*R(M4Q^N+_0/;O`"]D34(&P7C#B) M$R])(RI%^E6XPJ_FTAJUE&EHF$;2/UT`%D%I@[)2W8WQ_5\^?Y)^218'M$]0 M=!AN:10C]!LAXE)P5/'CNPA>,AA;'D]"! MJN?90D5>G(%2DS:P6TA-`TGZ\NC%A0PH5:U<+ZCP%+YJG4;SQXRP@436)$E= M7_*].58OB!D!>='B#MZ7/!?C,&AT7JO.8]>J<<9`;5SCU$,:IPSV*-PB@FDL MD.Z?I0`ZN(["13K'+*@EP?(8\>L*U'WE<&+/E3["-+J$6;LI-K+ZH1M4JMX* MOO]*<^>H[,DW#RR@X"&_G*,&'3:;VZ!1KQ]C4CK%I+#!ZU4W51^8K9S]J+X5 M?LBVG;Y("=Z%MC.\*9"",+@#0SR-:,V>8_=^2Q'QJ>F^&;7-H**M'\[QDYC1P?W7*6D;AJE:2LX;&0*^] M([LQKVPNS8>/CMKF#&2\[;&FUY9]4VF9!O,\O)5X*\#1K?3TZ`%O M);OW5F:DO6WKBH/;IL!M!85;KLPY(#S'E[&4P;`/T-05[F;R\=#$T0L([C'Z M2M"A_?R[QX>J6SM5=KYW@^*5S[<$&<^DF^P!>1%0Q^&A5[13%" MLZ'CZAJ^D"NGPV/"K]RMTN[M>#XHE9O0J)U M:W4SRM"`5JMJ`QTIPK7[4G[HQ)G'&L+8.T&I<%]-":TU[$?\G*[7K&P'.(?_(.%#Y*X?0=IH M68UAC$#ZF/GGIU3VGV$$?PY@G%=4XN\Y]*FA)-TCI_7*T9C;(B\]I6+>E,-6 M^+G\F@`EYF]QK[)E$IUDDYY`)`#@!R]@C733),R_8,GJ]!MFB`[M@:W)NCS4 M#--2#47_+L]\!R[RW75,WN=_5,R@_7;NQK;2]N[V/L).S4ZA-^Q&CJ_G<%_C M+Q0=[&0'.W(\?;>V>@GYE)JKO,&)U:TZ@MK9MFW/\*D$,@4R^2-3'"5_\E'R MW/:4"ST4>GB!'G*KL2+T4.CA!7IX=/&RLXR9%A73:[0RUR\AM/,7[RM9X!D$ MN'CYSOS^]0B7*%'8,!!XY$];1A+OJ[..NF`!P0+]8@%;YU>1 MM"TC*5A`L(!@@1-9@%OLOBTC>2D+]"TV7*O/54Y=%M&2!J,EUW/0MCJ4!W+M MNM47]A+@$N`Z04Z:I@V&`EP"7`)<=8!+'M@"7'7:W3TWKX^K62'B&V_`4F^; M)LZ?K!13Y4A6!Z33%\X2B!*(>@51.D?;6B!*($H@RJCK'+W^(JIO\6R>LAV' M`1UT6F6!GD`L0@%OG2M9Q[F$+X[&\=L;^K`V>5"V![7V-1G7($K^4\A0-AL\ MBK7;>B?"I8(CNZ*K@B,Y2BGST._I[C.5,G[$U7O`]*A[>N?=LI8'T M.W`GZP2>OLB>CS4N":LEGSS"3/3PF)W]-@]7KZ_F4?%?$#>); M+',?$+(@A\ZA[E;QYKU(?J/:Y)@=VRL@TY3$YH%\L*[S,<7*ESZ"[IBBR_G? M?_LAC>\>7'?]_A.9A\'<\SUZ^X?E)_*5!"F9@;P_,V3&7\+R@L47F*M&?CC_ M\^___5^2]+?-W6J3O:<+>A6TW M3IP9:ZEIJN98VVVI+F?_U==B[8!L-6"BKEW@D/EG>8\-49U/%FMKRR)9M9>R,+-9ZVY`M;;3;>O58 M:>]K'<]^'=!X9ZH;D\E$4W0'H*G8NFDJK%^&I4^MBAYI:DOZ=4#;9C"/J1-[ M/-&A1Q-9TZ$S.3Z4657;S%J[]0N8%_!Q')&%=SIR)J!AJFK;,T>>65/5&(V& M;%_^Q".[_^$P"+XSHDR8I^?($OSV#L1(EA`2_ M4G-FJ_-FJ?.*,H0^SQQC9JDS8S@;.?*$=7YHZ.-Q96H\,.&4>W-&G['+\K_T MT_K[JQO-'UFGISX:0P>Z;$Z=D3.NP,4` MAOG$_#$'W*.OE&$F7CSW0SS*J[#17F:1C;Y:)IA7IJ'-9K9AJ=.1/;3S(5-' MJG;S]QTOZ`1#^ZC@1]F)4CB>+TH_5LH*;DE1&E,W^563^13_[[4L?4WF[`[^ M3H^=9(>]1UN]8LY_++U[>O3FC](#"4A$'670AMB+J1,!EK(?/A,"_O=7^#68 MLWS_!*C&8YG^<'6<@#.-*A2AZU'Z+<:+?P@C=@WU5;(?B>33P$3YT#B?Q'CT M7`RP6T@QAIC9:8/@Q)/OZ>F\\#%O-(TZ%!W;.;".^!YK`I[/.R^\$OHQ3J!- M;K3P_D(99.W#(S56]`(:>KA/8^31N#CO]X)#:MYT\#_M'?!'%QS%>Z!I$-D< M8_0+>J;C'/^F0TR/]'$^CR5+4>\4^59BCJFMJO*/OX5!1!(O.PCP(PPLTQ'Z M<00ZM/1`'8H;E!_Q^/?2_9O'EJ_)Q@%_U%5Y]YW3;QX]11ZH:QW&KB^-X;72 MAXWN''A?]LBM%X+&K-=1"&XU:&-#PZORQS8;P1(\&=0P..;AP*;PZ@BC?F`@ MA*@$]VR()#>"Z[.@7(@W)H_D6<+@WGT(HP\/N**X6O MBRF*`7Z;(>ZN7+&7*=RY!&T*H6T@`+)%>_>YJM?,?"]!,X<)(V^0%M`?'A>^ MA)<$&/',NY#1'&@*/8L+/BV+=NT>X[4]0;B%S3"0_H?JT=:+">H%:(6')ZI+ MON?>>[Z7/+_R>%!#DD%YD4,Y>\GS+?;73W'0=R8;)HVR[$NRNZ67L&AO'GK. M9J2G1\*.(=TT#4-IV9QQ*T4N.ZWV$8\V2^B5&+K*H]HT>.PE6="!/YMB;S_+UX.9[][I.$9+_N[S`ZHME;"?8`9BUW_E@:I36H9[A@ MAZ72@]?HU`2\ZWH!_LY`B>_-^P>/!"DNI8#,H6UN]-Q1^+'3AK<&?,E&\XD" M,TH)5;)=TD-1,3CDDSQRO(^27I`U2!G8*<`'9>.^']"4`U_FSS)ONOC@>!YY M]VP*W1`?CGAVZX8^]E$O?01@%AYP_US"UT#Z&27$EDR8EK#QSL2!W[!>EQ9< MV$&])0BSSC!=I9[#[M4K5%G?^Y.`V5?H<9@FE'FRU\0PZKANX&)SF3E$03&G M>H[H+_2\S!@_!\4@HMQH@S,#Y-4F4V9Y=.FO*_?/HN/5^[#!`7+>OM,(MQ^: MFX^;9ZW<9^DK8*3/N<8B?0T1S&K%I(?0I7]##-/$++\A/7_[J@3M$Q9NX21KG!R1N,W!YDH`W MNOE1RM#0>Q=L=%1Y"OF2+7.;VP0@[0"ES:2U,^5X^<)`4CJ*$1^*XQ^45NQR MHTFQ?HR9NN3W%;+D0S/F^EN]M#)A,D69/Q,W0MJ%SM:S6L1^Q(?DIPB6_]4&(2C%#DX*H!]U^ MH:C\H8!>!_7+JF+1F=TS=\%]RY>5J%/-T++S$/!LXO0>O>K$RY8(6(B#>JW4 MB\$$H47NGR`QX4MH8+>1W#HVR^Z)5&Q=8.L[3L:=9@H33)A@P@3;K3Q0B6C? MOAZ'+85A*>,P6VT3TDT>PYBPX&B1)(A!,ER*)AA*R0*8]#F;#&5JXES*B]LT M_3(#_S]C8'&UX`YD639*?58K?,TW\XPO#/Y!/8$Y]TOIT:$L"OE-7M@5USC\[Z"%WS+ M*5YTX0!:9O7`K[<.`;6N2V='=2[LB3EL+E"C7A*HN73$N.O@R_&HHP,OJ,4' MHB[)HQ?M!EVTM@5=VN%Y"!-*F%`M,J'>,L32I'EF=C*D\H;Y*"^&"I2W\_+5 M@2*\?#%%B2GJJJ:HEGGYG"O"O$URQ85RT.7VY4NTKDMOY2QKI/*&SO*P MN6ZJ=3O+:BN=Y:T,!>X%@H1M(FR3KMLF9[C/MYWSG?6!V5'?6=EEL5KVB"U# MWP^?Z/!A(V,I)G3#9O)X^_J&YGW;C2M[AO`3B;YF*2EI`AKP%QNBLUW.34>& MY_5_N`WT@R6)3V"B?9"NU-`L#RE^+C\T2W#<4H.MNIO_!0D?,(;1I/]V8YG-%=[@S/.#LARC_Q*;#$1K21+V M>0*T7RR<4P2-CIV7&FW=(5_OK=KU96.R7FRW"YP*G![6N,*!^E)VH'Y!!ZK3 M"'FK]I6*$;6R?<4IW:UL'2WPA$6=Q''A+:8_/B>O-L`5IYR5>7+XKTVG'M44 M8MLOUGTU$>/7@R'G*F2#$NX"DELCK/Y2H-`XH7%"X]Y*<*=/PKV9:WV7X&"^1)7]P_22`M M-GN2_HU[DJ9;>Y(D[72GH^BLVJ1#?$(\FC\B<;-"[;&6UJA4S?-UBY#9NHG\ M"K&E#TP!+0$M`2W^T,)MO@);M9F8_;8&7N'-Y7?DHN`FX"; M@-L!N"F#:FT`@;<+\"8"HQP2,"XQ5AM'<.L=,6YK-H>D=U"3N[#88P^J)\`U M+:^V:(X(C[5T";E1'LM>1K>;5][4%E7M!,G5(- M(4R):X62*9`DD-0A)+WMO"-RP,52QR7F8)ZY\Y:FX,6.76?@B@N;_+)8+Q5; MOU<\112K!:D'/8*N*9`KD"N0VT'DJG8+5HZN`[HBXGI^-E%C.GHQ@J]A-:E+ MBT8<@P"'Q-(6/1!1L_XM9;=%MP3'[(LT-I=_V!8]$!PC.$9P3(,Y)=39KVW*1W0WJ5\GG$7D9$K(J(=JN?17E`:'.=8`4H!R@Z!\FUK MPVD<:PB(S.WK6T7#7`?>1!"VAGR8FM8;-=#119C>^T3L MN^8COEYLO#;J,OE/$5A;=$>$QCJQ)"ZH3%#9GOMX5LH75":H3%"9H+*W*X=3 M4VCH&KFLY*;^D+C0];W7E_XN]D>I%=3J"L22[^1)^E3N'*#'Z67Y+W/GW_R M%LGC>UT^!BG;"GK\Q2>'%$Y1TE<&D_9^BWKO*"-<%G&Z/'*)09.+NE@G,'\G MDA?,TR@BT/SBU(M82L($WA@\2)7NG_B6C(\RHJ)=69!Y&+F)%P;OD0FRZ449 M:!(\R(>O+WTG?2#TBU8ZEB+BNPET+PFE,(VDL1NX"\\-I/*)'X-J/T]E(@'R MSH)*U;A,81Y-.1V-?-5N#-DRP.#.[(Q76#I17$B_2=UHX1$ MV`D,O9;ACA?!3RLOH&R#E[@2F"`Q&5P,]]?&`^Y.\ MU^2<#SAIP"R,0&I>XH$@OL+X);MYQ,]@F,42J>9>-,7_>[>1GJ4=;K!HLM75 M4OKGM/I6\>7'?]_A.)DRB=)U1AG6#QB8'<`7E]!:TF\<2+YWX8IQ'Y M`JT?^>'\S[__]W])TM\./&$_?4A3HA^7',/;H.$Q]CW('P477 M`,7RB2Q_NIE-4`[_TO_]9?)']O@_MAZ/%H7SS8O_6`3WU5\^STG@1EZH_$H' M\$8"47LKUX^I@>`MX`6@!W?66-8GIJXH8UU6+&NJF<[8LAS9G@X-?:QI-U(* M@*8-6I,H#H.;OZOR08D=V=]79,=V(L15B2A4(N7NW!GE_LC.:"*/1NI,-HVQ MXHRFNL[Z8YJ::MBE_J3Q`CJC*E0=7^A2UHQS&JJ]WE!-4\9CHU M-51Y!0RH<53_8A)])106^75C>$X$/?FRF:.KF-CN\LRQ-5O6AX[C3$>Z/-%' MF1+IEC$95I1(-VL=F@9Z/!O-1M.)-C1GQD@=.Y/I6-7R'CO&Q-GML6G5BIH& M>FP-=7T\FCJZ"7U4%&5JZG+>X]E8J:BUT9(>(]E_)N`78(X`_'9\CV5'D75; ME;4AH-E4@7C&=M%C;:;M]A@N;06.S^_QT)D:\DR=3JV1)0^'AC%1G'PRT#5' MJ7"L9;0#R.=W694M17&FB@:S^G2DJK)AS_(NJYI196NU+KWF/_,?9=-R&ES(R9F!P&:/)4#>GZDRW"]M1 M5B=Z8Q3*VS"H4]49HXPJE%;;;/^:GO'1CN%L.E5D$PSVJ3F=H-BB\I_DZI3;5 M@'\4W08GQP8';R1/QUJA(%.[PM[@_[T!??,A7=F>*$,`Q&@RF4SUF:K!Q[RO MJF*;S44%SF3=#P'!D'A)048D($LOB0\Y=OI$-6&*@?_+DS'X.+HQGDU5=6S, M3$VW*ZXLLVL:9DX^C#<>3F;*Q!K*0]FF MT`V8^LI84\;&"$;8`6_.ML`(,W)3WYRIPPK#:Z]U-VO3.=U53^CN^0X[(%:? M6(X*/HTY`8(?CF9*$:)PG,KPJG5U%T;WY:G(TB;F<":CKVF"*Z$K1N9C.X9F MCBICHLBO.A(7M%)N1`?'PYGAS&:68HRGPXEA`](F>7\5NQHZ16O3OY5?O@LD%YV3'0U-'(L2;V4)M-G9FC MF\8H%Z4Z,2OAF=>-F,M$V0"<35T9Z98.)@@8("IT79X6T2A;KQIMK_M!E['7 MRT%"%=3&E(WA>*CINCQTK(W=,+6FE=E345ZUD1J"\P6#,E8M8"V8&J32?[K86WG5'.)R]].%8-?6+;,WWL:)JLC>P"<6-]4O$J6X&X"[H+ M]I`V4^6Q/AM/9A/#@4[GW9TJ=F7%R;#KFT";6-*8&8HZ&T['4\=61X8Z&UG3 M7)=UPZQ,Q>JK#O`+W4U<+R"+J1OA/KW8F<_354I70"=@G,^]Y+2)"GPQ2]=` M_55K/%44S5%G5KXF.#/&E1$"FUZN3JB'VG1Y'UZC3'-D6"90^F1J&J9F.*:M M;!:4)TK5U=)EHTHCI_;A*PE2\HG,PX>`+C)_#'UO_EPLTK^\.KMQ$0$>IJ*/ MU:ELJLYT)MMC-;>F#577;_Z^DX]S0KK24:E9Y;1SQ=Z3NL,I4X=^?&(OO@_] MQ>9!+V9*'-/L+$7LX7^1A?3T2+)3]Z^FL M;4M5M8[:N=']5%7=OC15E6TXL%75O'PW4ZM35C^2*$[=V`,KA7SU@(_FA*9O M!J#B8&`]T#1UB8`ADL0_]B]Y6R!"(&+GOB^/S&!'6UM:$CJ3+;UO,(F%$9A\ M69XSJ+&`@X!#_^$P(3Y,#M$S:O^:1,LP6M':+(^8'CUGFQU>R`47:!!HZ!D: MQN"^D#DHJN=[R3-SAOTOM^!GLQH=Y= MF":XY:EB0-Y*3Z28.PE409CL$>XE`NR)'1[51HDGD_?2=S( M]]B^).IE[CSW'GQ"9()U%-Y3?@$>P]O`.27>FK9USE0'(1 M!F$2;$F^RVF>QB!T$N4*KU@_@C,XGY-UXF:F,^Y]7##2Q/?%6^UG72S5&RUPMM+OP-)>^&"=N:,4:$/*UG^F0&$[=YK!!T:G=UG MY[AG@<.%R'^(2*$;/CCT`^D# M$L:^^]#G25&UTA@9&&6*;X*V5EX^AT??DZ*%"V0=X*`[4*85>QE0X-.C-W^4 M5B[RL;3PEL`3J-#07=2D,";Y7M,P\AZ\H"23':4C,2F):UO=L)N;5T/74?CQ M[G"4&@I&:\;4FWVLN=@I@6[&8!%2#@1QL#!FBKL(F:R8/GM128CP8'CGDGB, M4-,`Q2BMPP@;06FW:'86%:478YO8,]VXX#TWV3QX0_R]0LWO=-)UI07P!3"8 M3SFEHF@P=A1%3U[RF,URWAQT'^XBV00-LBK=<8OJP&2>D\YF,MG:O)P_I#R' MP1"X`)/MD8"10/8/=B7)D81J79GB<35;%G66PH6;?XWR%5T:$ M\C6H/2(4YY28>QY]RZCEX#PBYI"W8T3L81PNDR<4%[.A(]K? M&(8\,^[`\%R%[.<`F0L7NQ(P-/'*DOS!#LT'EX837+#[@CF.ET_#!S[,3@%8 M@=2:IEX91D*I"QI#CS.S$L5=-&ASP:.W7F=7>$$,;_=Q4#WT^?^3>H=C1]T: MFIS7EU&XHH.1^A1:5$!15MD[G_!WV#^#0?$KRC&;U.N54MUY)UO)&?1)OZ)8 MUJ!:4U843'(V,9.XOIXVF99"[YN"UX=U1(CT3Q?PE'=.XDJ4=12SM'-G1C[F!R$ROQ0;1H/Y@"M!@]"KGZG*$GZ7'W(+S\\1B M^7EQ1R_83:2)'\,47*%[G-G6;H3ON:7S87YO;K,PFMA8@W(`;-:;*N!BX77J89$XD>"?MZ)(CD&U\2<6C=ZR M'D;3SQ^WS`?P)(@+TWH&8C3.70G>N,"UJI"PI3"Z[,2^O,.)%B=V*;S_OVS* M+6?2O?+N__W\8;K];IQ>O6AQ!]0`O7[Q,5M/^?)QZR%OF8LA.$)P1#,<4530 MRZ(E,=E$9F#^Q$6U%.[ M+!\"PW5I%@M;$HS+QYN0"PWT8M`>[:2[G$/+G@5S&PH[:M\E+"V@9%_MB35G MP>LB1%T.*>9!ZMO*MS2@%]]NXG_TRX@L03D>Z:)#'K-!MCL4&K>GHD(&K=)J\A-1P\S/];P(MI%MS``Z6X@FIQ1>(T#Z=0A,Y0[_`O" M(HY[%Y"'$*OIXH(`6:;H:8>8$Y*D42#1TR28;XNPW:SEX@)P7,2`RT.3J1$V M]^5W[+YB0PA9F'GG3;=%S*\(5>,7Y73)C)TP2:-\*T:]2F'*(DF)#OE675H8 M)!P(&L,-_=L]S3A^-#:N>^'C%!2YW`4?76ZM#AEJ_U)[1>"J7#)8\L MGA%LPN70P0>T'7?@]IPO+=*`/LX3?B97*AV6J%1V^W;4KE=AW0Q591[`Z)"$ M!Z.L<6"VN1O7.-A0T6$IIV\Q+:9'(&PIS[833%-H,N\7AY@2\!Z**7)=D`#W M3^%,\3=Y&R^_E.42[+S9+2%N3P/@\CR)*N.)[$WYPU"=V3KL`_57UMF"4'F! MRPV8-NU#;8^4Z/?MS,-=)"-]5"9:9J"AUT373+Q\7]*M!#X0?H,_;9RT+"H# M3T(G#W\/B$=E2Z\+X`>\CUZV682NJEKA"5);,]B[K1&#K//74Q6S+8.;KF7/ M[=6PCA%$<8+B8LR(M@,UFT,_?'C.DA3I@FHV%90!E,]&.XFI=+CHF0)E;;A_ M+J6&9(]$U0&HL8GGB2E5E:QH'D)I0F,1<@I9<+XE=+X]0NT,NG)%M3/)S`.8 M-#$)#N?5W.PH>!^A37=MYS,`.PG`WYX)?@X*2YJN`08L02XW?6`:O6?KV3`/ MP9]>_,@$D$?PM]BU:GM2L>^:U]3J]N(B`2^;-"JL:DXW85]AU,)M8_?DB MXV^_F@RD?^1IM[=4NS=.4#;\].B+K\2G,V&>Z>AE\5S,:,]T;R#-T@A9#A>["[V*X'^8 M4I\)%3YX-+FF[*9`J_(78NM(@MB*2YGNN[$L?/!+4OJ"H[G,F[#)S=E5\DT# MD(MW`UV]XL;?<;)X1;]WI'O_7)KP)#9946%N[D``L+F-.0?9W)4?P?*2<<.L MH$VX$JYE3XFW1V0_OI[HDD0"SXYIKBO%,8*7#9$KKTU?58&@9UW->A1WWI8+%CO<&E2V@R7D2>ZJY_;MG%EY+,Q$ M71S`EX?)3,A$Y!O+!EWNVL-9CGZ<9VRABI8C=)O9#X6[V=["DNPR;R>ZD!: M)-U'X9\DRH%)[U(*#CC?>\&J*'OVF4C^)99V.:5JH[V;S?:6[ M9T77@L)FH.F1]$7STHO8]K"2VPBSU?-?)'.DT,P&U&!*VNTFPEVL4>=6$3-C M&!."S@?A"GZDMUV,LS)P]H+LC`.8%-T<:]/1&,N2JJ;LR%,]KPJG&W*E,*AB MFEJUBC-[^;%-.G!XE6D-%5-7K;%F6KH],S3;,38G/VB5RHF*:1C5\GJG->G` MP5\.+9NJC6U-LZV9,G&&II)7-YS,'&O/$1YVM>[<:4W:*>;]&<,D:![](S>9 M01V+HHW3-`K76+'Q`_JG/S-+B_FU;/M*O%/SO7CU?6VTB2G-\-^#\49`_0"\QH\CZT M.POD"3^=1;(HJ9.Z6(>*4KPT1#:+K(R*[XLC M(S)$J$^\2P+,1Z4QG!\VV([`.EJA8MA*(Y)!HMI(RGDDHM8)Z>T>-64L/S7Z M$#7M;8G<:UMF/+[EG@<=M-$ MS33#@>N(C+%.*T[K@9C)EF83G`@C3=VQ9V/FY1B7DP08YXRSWF.EDH.H^6Y, M@Q0Q]\-$;XP[2'42Q"(;J;)0=X6\`%,Q3 M.*.8P('&9,`)MJ8^DE[Q9,:S(^F3B=HSUZ5C^;PF+:@L7$R^"BK4$Q1QFZ&Q2"!>=A*SWAYC<82^()TQ& M$=,:.8TU>(W;,W>KM1!S,R9AK6GO;Y+L]L]?MIOU-^.F)LM?;PZ9:HC>PW6; M12.L5$)K3DA4269RI]N:A;B8G93"18FP,$I'QBPV6X6D MDF),,C&S/9->!RWE%DWUX6+6TEIB;8JYF8_$)P]0X]HJ:*I%S0Y(.%F%)I'>W*^ MC8,-?/P*%ZHIBY$HPS1BR2!;FOS-Y(K)$$CR0C.81ZEM17X.A#LG_"<@C8@7U*5[45I!:S)K[+/D@ MB>1>3W&KB#'Q/G-U>IOPE.&`(SE$B5I:L?(J+ MHO>*8"2EWPU]CRS;G""-?:/F&UOW!Q[(1>&D,=XICA$AU-@Z\-"49X$'$7O& M]1[--MWA#]U+DLRKDQ;%9$2%U)60\C&WI]U430* M;[3"@?M@B%%DMUFAD,TWO[K+GG:3@$MK2GJGJ5!5<9[5$=EX8[9,/E&R^5Y5 MSV[4$$A+*&P%3S(.(CCC$2=AZT5YFG"1)^\8:YI5>FX8_PJD+%T29L*?+TB>![X,-0T/7E#D M0U!RQ[WPE"=WT5.4G(88ZGHN*JN((B?LEMR%/@4^\"19LOV&QJK"52->/8\4 M6=1:KSC+?'5&6XJ)NV;S@A^6M%:D=&Q!IT-$S'K#&E*C@D66[/#S&)*^Y0;(M MK_OH[5GE+T1"JJ2/=YA$C;RO20QQMZ?ZI;]"T8&+CKID^H0S1/LD1"&QPVA7 M14\F`#KA5!,9;G!S3ON^KDU46N3B36LLA6 MD92AB`3J:A^^LGF9)22\*?9Z2LD,'+D!1:1C=!)+&PQ-UE7N4@:$A+S"2C?> MZ'C)L/^NP;8.MR[9/*Z0$!@A M3203-9]K0?9TF;QX)UZ#ZC8D\>9'%N@NVD M;YYJ'5T4/GFQ41I6)^6-D3K/XC3=KW_!FITA!%7(F.BI33ZN\\GI53@@MQ%X M)-:ZO)&E>7JPIUD#!')Y"PT M;:E-!\S?30"D%#8)Z2EVIE882UG=I4IEXHALZXZ1IJEF\A/YJ:NZ$V^$M]0H MK*-P7`B.T3:"3M'<'HXC4C=/I>"?'CAOA`N7?(HHF9%<2>RUPZJ^(Y<"_4R^ MB#1-(9*?Z-,$W,IF!4%HA7K''M?GM5&1&4=" M1$W6@42H%A7D;?G)*>B)@#*,D)XR@RC'*NE4O@,(S7JU'1 M99EQBAHG.IZ]G*>G*$-:C!(L/1[I+5=,>+6CLT2F.9TUKCMXLKEH1?<,Q0I' M)S4S@E"+./([M"OF\YVQ%A[6$['U_(-[IK?QC*K0:"5"(5EVFR"= MHH4J6[]=#<=YGSD3+73B=L93T5G.DRE)I&N1T5QRLWLVP85,62AOP5%YINH_ M8SD,21^2]KO@57).DB]H;XR(RHU(,C(M1+L/*;_`R6YSH5UU.(6QI.KHKTO6 M4\"3.1),-,XT/5M?GJ[\R@A*I9/8H*HX0*HDXGHUU+E,71AK?AI0GTZ(01@G M0TH/C988!]$M`$1N8XF=LU[RN3;P$0U]@CIPV8Z81"QY#-PQX.5B3)5 MO3&=!&QQU@K#9./:./IP"DD8@:-@L>IR1LHG]$MRT]#`,Z^Y[BAM;(ONW[FT MT7,6-+6^JC?W."I:WQ$S/,O<5B%CW];QZ1C'.@B5?H&9J$)4IMK_JY\X,RB+ M^5@;S5U]NC+")D-=YB=;EW;*I7GB#6.MYP3[ M%(PEGJ;U^BP3F?D4J(56P\X,C@R82N(M)IHA2AWU:`>M2/,0N06_NL\$"T\/ MB?"(M<&:2D43U>XZ0X7?TRKTQ/,:?AE?EN?7T_*'"S,>7U]=5\,PSM-]_KB8 M5Q-\RG-;SLJ+R>J'C]/)I\W.R(=J1LYNU,$3QA<8H7'`2:TJCL-1:Q5VQY0E M*\9[&U]0CQ#O=5*!616^'*^?[F;<%1;HKQ1_W?A$__%\.E^<_Y:*ZI:-W9K.C6B>W M.EB]OJW$L_6LIKN#*]#M<>ZKS<#D:;U*2*<)I>8HN3D$?W57S_.%TF>WZ2'.1U]7I9G]1\9M&YN<3>N?'5^,^Q= MWQD"__"8\SO?L+ZS[TZX^NK1,?)WY]%O+\1]7WS:VZ_WLZWN?W6>D;W^IU';_,6O*NY7A>)!RX MK+S)6Y+0APE0UQ.*LGE$>QT(4#50M4Y4+??Z[A'E0:;@XVC\:S5+?G;^S=83 M'8_+\N+B!13S2U>IU:#CEEN[C>"*FQ"N+3`/2)B#0WGK+'BOL+D0^0P%5UZX58.I-8XJD($8` MIGJP]0.*83J2[?YDX3_K35S(=KTTT4&H"*'B8:*B0D&N"W)=0&"#4D4@L">+ M2E!Q*H'`(-/5C9.[*\3MT+,%_G].]$D3_L[GUU7%99/P_"@0W9X=>*H(C]X> MX*\58J>L-\$=A1Y!KA$8#!CL:!A,,W[*@<$Z\FV_7;=K[/W\GK]O.K@:]VH] MH?5KW9_FYE>?%^5E.5M.?BO?S\;SJ_+[^?+YC5]!>"*HTMSZZIQ249UQII'7 M07/BK2>]-GYA\D67#14M=WI]N"RWS3_I-XM-3\[R^NIJM$B?6Z[[B,:7H]FG M]/=DMGYYI_MH-!W-QF75/[0HRM'X,@GXZG/2LW0C\XL['YU7#VG]W[NGE+ZQ M>DS%NQ/S@WM_\I>J$2E=E6GG(>O:W[XVK+:R^ZN'#_FBLP=1_7R-NZ=\^EY% M/H[NL*38GR:SS4V.KE?S^HV-0[5^9]-`)J2Z,7Z->\:P;-@T1KG\_,=AS4K\ MT`OUH1<*>+]-:L<->+13D; M_UE\6(QFR^FF^]V<_]_UQ'!Q>3WQ(!I@@\3F8I@)^,IL7[V7*UN`8J!#7L2PT_S%>CZ0&I2"@R?6S_ MO4Y^%=N<%VX+T0,2Z."@WE\UU@#T;C@%5X/9@7J'A>JA?3!'37=":EUC_@)$ M!$0$1-0Q$0FJ6JSE`2("(@(B`B(Z5&D4P:0UK1F\!E3703\,\`WPS0LX/@KU MT=;R-AR?(]FK[E)6Z[K"XDYA8;&I+"QL>3%?E,7/Y7@Z6BZKL_XWM8N0.F\_ M=?[8.12'R.IESYEH,3P;"E:Z]GL`$*\8$.]DBXAX&^89\/*&\=)!8#T4`(`= M`5PTR'RC]H[$>QMV!.HJ'CB0_BHM<;6\%>65YT5PTP?(>X$D#C]5G:O64$#4M5<.V`)LW;H.G79? ML0K0`FB]06AAUN(!UZ\=6V][#W3]\M'>@M;.P04^>@1M'70('<4I1AV=AG6_ M!(_^,*QWF.,6#ZA^HMB>E1XX"LV#W3C@-N"V@7&;1+B_N4?`;7 M]WI$9D>A05WGQH"Z@+J`NEKJO>"D/_8"MPP*=X;9N#$@"0_.UKS![99WM,U# MZ:%`!Z`'T'OJ3B>1I[ISW1H*BKH.E0!<`"XXV@$@!A#K"V*:]'"(TVO!UMNN MU%E?-\1N%6"N5]QM!UVH@`O`17X=0>W%G0`(`,31`P(,!>`"<`&&`K8U.^[% MZ*\5_`WST3,*%]J:67[?TSB*BH;^AIDW.<3T2*ILL&KSA-/&`GW#]3=`H4"A M0*%'2*&IE$"A[/AP,ELI4_FV]4H26WOY_?\_;=OKY???!J-/I_],KXLSZ^GY0\7MRII MUH4T=^IH-F4TW\^7RP_5[WQ(J[?3^?C7O__[OQ7%W_9\V33][[K[Y(>+:OR[ M62[+U1?7)@G/*C'^7%Y\=Q)]E>/]B?WO!W]23,[3&Z/QZALC&38X.L^88I%8 M2P*7TB`5%.=1^Y._?_%8;HOXP^2J7!;_*'\O?IY?C>YG[5N73R>S\IO+32H: M$_35'97"E0)]^=S7KR>S9!569S2I;ZN*\.&R+"[F292_IWLHUD^XJ.28WERL M+HN/?Q;3\K=R^G7Q^V1U.9D5J^KSH\FB^&TTO2Z+RTFY&"W&EW]^O?Z?S^DY M%*/U@RA&J]L?'"VKVJ@ZXWYCD:K4>Z:+SUS(%K1;B*W%=5Z.YXNU4?TM6QVI7M_^W=E\<36:WOWEZC.[ M+]X\]7$YG6X_\]T).EF_3NPTKE\_7_VO1HM/D]GF)D?7JWG]QH9.U^_\/CE? M7:9/)\EL>3,]S.GH\[(\J__(\'!SW[=WN&ZX5.[=E7S")MGZ9KX[8?*K1VGZ MKOG97HC[O@X=RXW"`N^Y[FAN=-A/\+!M[P[:\X]H]WOM+Q4N.6.?YHL_VW*V M(7*^N5WZ6+-%_PKXL-(]XH"THG8_7<^K0OH?%Y-Q\AV21VG&JZJ*_K]'BU^W M?F?QOO)C*GD5&Z>^>/=]Y806[^'4)5#3?M3TE_1#Z^,-TG=MFCY^^+@L%[^M M7>7WL\_7M[02U!+4\@74\I^S>::23XU+>[[M'5(`*@"5GG3NPWPUFAZ0YH2Z MV2^N<_.KJ_FL&,TJKZV\*!>+Y+_]LIJ/?UV>M87F`8GRB&'>HQ"/07"#$19H M'&@<:!QH'&C<<`0'&G>(X([TH)#;VZ/K7==V_>/9\OJJ7$!DVP^K'2*?H<12 MK56)=;?F]LNYVCS$!!(`$GJ4"<(H%<`%P`7`!<`%P`7`!<`$$ M!V]A-[+3]$N8E8M/K=4O#DB*@R/>-WB*-.8M]J&]]E.D`5N`K9>-`@!B`#&` M&$`,(`80`P]Q>-B"\H'\NCB9C6;CR6CZL/U7.9JN+@LW6I204QH0$[V>G!(A+1X1 M_-IS2H`MP!9LB0#$`&(`,8`80.Q-0`P\Q*ZCVU<>Q+Z?G5\O5PO8=H2LV=/* M],FI@*P9``(``=LK@`O`!>`"<`&X``<*MAW[B]@NJD$^U4RCXD,YOIREQ4/? MXZ!(Z?7DEZ@XU9!?`FP!MH["0P:(`<0`8@`Q@!A`##S$X6$+=B#SZ]93M2!U M!JFSQUNL<7LMUJ^%40`0;Q@0L,<"N`!<`"X`%X`+<*!@[['S6.W+N8^04QH0 M'3TVW?7UY)QP>YW;!POMM?`?0!.@.6S7&R`*$`6(`D0!H@#1-P)1<'!AS[7+ M./[#?#6:%FY^=36?%:/9>=%58`_TUAZ]'1V+$81:[$Y_1#JOA:X`48"H(;GN M@"O`%>`*<`6X`ER!!SC8@'5`":8N95N%K.G.IBE0C6FMRS-(T/7(7[3/KH9' MA'@,@AN,L$#C0.-`XT#C0..&(SC0N$,$![LY#SK%X5_7D]6?&]\8(OC^(_BC MB]"A50)P`;C(K^,*G2)`!"`"$`&6`G`!N`!+\1Q$O+8]C+[BMSCY(_W[?C:> M7Y7M1G$#$N[QDM/;J4"&)@%H$@"(#AJB#+5XE#B`$\`)X`3["1`%B+X1B(+] M?/&(_Y4']C=M=K=K%B&K.#Q6.SKR@HX%R-8#KMK'E58].@6`*$#4JT<46"K` M%>`*+-4@$/7:]J7;E*V=0T,=E/X/6G"#$19H'&@<:!QH'&C<<`0'&G>(X&#? M9E]!YN+S?#%:E<7:)X9PO?]P_>C"<6B/`%P`+O+KA&SO+&,`!`#BZ`$!A@)P M`;@`0_$6MRNZ'R3>;L0V(%$>+Q.]G8IB*/J'HG^`Z*`ABJ'F'[`)V!PD-O^? MO6]]3AS7OOT^5?,_J%*G;_54=6B;-^E'%2%P3F[UZ6029G[5'Q4C@N\8FVN; M?MR__DJ&\`@DO"1;LM>'Z0&"C;V\UY+VUMY;&#Y!45!4:XIB^,S:N\^Y$S\K MF<.RJZ9*9IQ@H?H`T7CP2CZO&JU2$X0"H4`H#%3@%7BE+:\P4&'962:V_Q;< M]L?<^9UYJ+@\7! MXF!Q^@`'BSL&."SJ;![W5^F^1+9.G+\&,<-"#]+#=\-1:=;%ET3@"X30 M*6`,7H`7X`5X`5[DD!>80$ERUC2*&:3JQ?6"D/%?VG#D$(O12);RDVJL(B$B M[QG%H!@H=@!.97D;UX):H!:HA=$+%`/%,'II1RVL2KZP*ME^9+[SZY4$/L36 M,M"HO"4A([D?,6OP2L$6KA)CVB`4"%5X0F&@`J_`*PQ4.A`J;XNSZU=0Y6=; M=6_/%;52.;!>#;$Z@V0P/[$\F\K!6Z"FQ)QK%G@)K@);NK(3;1,!45! M4:TIVFS)V]>D\-PT=!U;)H3WL=B84GCQ7P)^J^3F@?\.C=W`QUIU!D)FG!ZA M/@J\`"\VCVN4*N`#^``^8)P`+\`+C!.*O3*-PB@JL;UCW$?K1HG3=NU_9U&< MK,7VPVD48[55)R7*3\BI7*HJMRQ=^*5Z+`>U0"W4]8%BH!@H!HJ!8KF@&":( MBIW;_/JPO2FV9D2@#`%D!)#!"_`"O``O)-:`M$`($`*$`"&PU'@$MO>C((S/ M^RPF&?$&^(%^0KU0G8-4:)F#J@HGO8\IO?^OW5UZOW)?G^NQ\ MQ!*=LLO6FS532QJMO[;36(5#+CK_ZN'X1CZJW_LOC.XL2SI^XPSYM_ MY].9=9:\Y_QTGMYOP:COCEE$OK(?Y"X8TXUQ?722=QL'3![-!.OGD MASN(1Q>M1LEJU*URI=*RFW:Y67OSI"/\T7IT$K&+IQ<;[%C>Q6I8?ZDMC:UK M-'NL#"27]NFLVGJS4[;6!71^H)WR<:9<)^[OA>.,N=!CC[-2^<'CTG`5[.JC MY4I@\O;';&!X"+S![$1M,623#HW98Q#^@B,G/RVADL&V4CNP?-WH=DQ&I)C= MG],@9@-R&[H.GT?PV67;B=WOC/R7AO_,YZ#D6LQI!%ZD/9M7OOTB)J3D^@^8 M*+@\7!XO0!#A9W#'"&EM2L+I5*W]B\$_C1 M=,Q">+;IJ-K)17MYR&92=\\*\I&L,C8I@0I`!0JM`N@S"2V`%D`+H`70`F@! MM`#>@>PXBT;AOE0#,%V?A8_2,A@U0E$[Y2U@QZ5JN;190(*.2^`6N*6C&P"* M@6*@&"@&BH%BF"'JQRTD$&P>UW-]ZCON_MG*^N%EK@X9)S>-)L)E(`0(@<4D M\`*\`"_`"_`"$Z@LW#*-XB"I^FO_8=2+1Z1#0VD;*&@$I;E*E)^04J55JB&D M!&Z!6T9,BT$Q4`P4`\5`,5`,,T3]N(5%Q\WCKOW!-(I#K#HB:+97T*PF+\DA M+[("0A28$%A=`2_`"_`"O``O,('"JF,*#MM0;.HC]C:,?'[SJ'K42I3R M$UYJU$M-A)?`+7#+B!DR*`:*@6*@&"@&BF&&J!^WL`"Y>5RRJQ9"9PB=[[[O(V)*&LG1KMU=\Q-SLDHM M:99W+&AYT3]0$]34>^H-BH*BH"@H"HJ"H@6A*":X6'-5Z3-.Q:HU6UZ'M5WHY$6NP"@P2J>I.W@%7H%7X!5X!5YA!JBM MPZI1@$DEML)EY5?F<4>UQ^\UND"`+D7]JJ19U;`#1!.`TP8L6!PL#A8'BX/% MZ0,<+.X8X+":\^JDN/M_IV[\:S8WA@>?O@=OG(>.4@GP`KS8/*YLUU`K`4:` M$1@IP`OP`B-%L=NY/_N^U[P1C)M>+TPA<<\6I.!G(*!)`D0`HJC5% MJU:U5`U>U6J0%&@5%@%$8J\`J\TI97&*FP+BT5V\L`!75(_=<:.&W`@L7! MXF!QL#A8G#[`P>*.`0[K-ML2,L-)$-*8D61.#'<]?7?=.'<`%>8*`HXG*%^HW$Y7IL&D%IKA(5)Z,82?](^@=%M::H M;95JX":X"6[JQTT,GZ`H**HU13%\9NW=Y]R)GY7,8=E54R4S3K!0?8!H/'@E MGU>-IKRF=R`4"%5X0F&@`J_`*PQ4.A`J;\O.,K']M^"V/^;.[\Q+3;9/_V\0 MQH_TD9%+#H+81)TY4WX"EZ&>#IG_&@.G#5BP.%@<+`X6!XO3!SA8W#'`85%G M\[B_2O$C/_2AB.'6(Q&LI2?5&,5"1%YSR@&Q4"Q`W"R2DU0 M"]0"M3!Z@6*@F&$4P^BEV-'-N3^;K$JV'YGO_'HE@0^QM0PT*F])R$CN1\P: MO)+/JTHSO1U<02@0*O>$PD`%7H%7&*AT(%3>%F?7KZ#*S[;JWIXK:J5R8+T: M8G4&R6!^8GDRDU,*WU<*W`0W9QU;)D0WL=B8TKAQ7\)^*V2FP?^.S1V`Q]KU1D(F7%ZA/HH\`*\V#RN+B^= M#'P`'XSG`\8)\`*\P#BARBO3*(RB$ML[QGVT;I0X;=?^=Q;%R5IL/YQ&,59; M=5*B'(6<2I9RR]*%7ZK''6E M4:K#IA&2Y@I1?N)("-4B5`N**:58V2Z5P2UP"]S"\`6*@6*&40S#EVKG-E\^ M[*QIT=)]C0CE+BQU0_(W]:8,<3-I8O0ZU=8*C2N3GV003!\\=E('MOE)Q3?T M[5KVK]0A3!DQ!"<83T(V8G[D?F?7OA.,V9<@BOK!);MC3O#H?GSW6U4?4=\R:J='_ND'/YT6+B/`:R-;=9DO+_ZNWX0 MCJFW_LOB.XL3SYZ8PSQO_IU/9]99\IXKD_/T_G#3'=/PT?5G%TFG7G=JPL8"QUM;5V,VF,))+F63V?U M^IN="KT^5LP/M-,^KFK*A>I]@X8LB9DU/0<^R\NM*,@:WX&5"?C`?O:WG\5M M9+&MU19<7W=5-B8RS>,`%(8G>Q?"74O27L`WG MTW%6J2+-\HJ^"R>H"6K*G7'4,^(TMJQJ&OL*:@=-5XVPO&/FLA)*G)26*;U4'"5.SL^<9+F( MV%@O".]'-&27-&*#6_I+Y$^VPY#ZCTDJ9;1:B+7\XO.S1)>_1![7P952E[6: M56^T>^5NN]R^ZEQVV]6>U6IV&I=7M4;5JJ1:*56?9%`H%2?=IZ*8XW7^(*#E MJ"VQ)>RG>,T(]0?):T?D(L7T)WF8I;B*FBK"C8;\XA80$<:O=$"NF,/&#RPD M%?O=R456R96*9R?E1/*N9[-]QG'7(Y"5=4VVE!,1SC)"HWD-7;2ENLRXTJ]9 M75>K5BK;K9J]^$=>E9==V1I/VK_,JW9L55(Y[2JHBBGE6KC!3&\0:X0'Y`+? MKPS`JY,;TIT-P!?2IMGZ`*R=8XR<2R41!5@<+`X6IPEPL+AC@#-D$5$OT("/ M1#86KT!S:\P'I@934V)JTKKAPM1@:J^;VF:4%EG6IQCFXM4=B^+0398HDG@* M^^L`NLS*AI*8N,?=<]R@,]"9H]!HE&K0F7P%R]/V3FA,Z(1 M2[HBD[=GW?O;VS-IW0,UPMESGM)Q7VXIZ\LP9"JCDITUF4X&A$U2P*E@5K`I6I3U4B$?N:$NYM=H= MKE/&8J>F"YSN[D)Z'>!RD1/55!4$.@0P76P'42!(F4;F""D[+-/*2K&1I?;& M`RV#EFEDCM"RP[2L7*IFCY@NQB-Q">#EEKLK][+&0/3#?/;0T0\3[2+U.P[] M,#-4Z>3M1IN,[E.OZ3[]22YGO:;1`U.GP#[ZP\'B8'&P.%A<02S.T&2HS*T- M^,AB8R&[Q:$')DS-M!Z8&<`'4\R5*:)'IJ*"3_3(U$8"I(_6VB_&H*?4ZG%E M],A$N`,Z`YV!SD!GH#/0&>-U1E[EL>Y/_E2=,228CAZ9^9!F:7T2CL$RXW8( MBA*[-['1AEB*YT#@4X'Y9*M*+@:?P*="\DE>8_F"\,GT)1]MFQ4`PT*GE^F$ MH3:XP0YAASK@!CLLKATB6#CO%;2M*@A>6$IBIZ+V7!?S2J_$W*P%G59JN.AB M"0CV0&8@,ZG*3"7%/F*Z6`)D!C(#F4E59JH2T^"*(C-[=;_9]OKC^VET_DCI MY.+>&;'!U&,WP]5.KYT@BGM!>#^B(;ND$1O']6O_6OSH@[X!]0)SYO=LJM5K5:K5S5 MVSVK6BY7VO5&HVTUN]5&S[*Z9Y^?/?#5A[>C3\\V>UEM(&27K3=K'88JEN1H M17_$R"0,OKN1Z,\[#$+B)KB1F/[D5\[AB=Q(N.3!\/7^'#OOX(7JHA=Q6%-H M;3LMC6GXZ/JSBZ33.'CZ8#;()I_,FC'9EJ53^Z6:*)@<<@^E;Z,^E?IOD1ZC,]. MJ0?_0]]XE2[V(BT!PZ3\BJ8MK]1>EP*`,+`+V-['].8$>H/R)?`D>=A:82>=H*[?\,5F2!F MVFFEB3:HB#*"6BJH54?G3U`+U%+2'\PN6>"6RDEVON;27P/_7"Q7(#B1@>KD MK3EAV2ZEMB>8+@1"M`^$4C>:6ZJ*D$$H$*J(A&J6]L[$!:$0BMZOS]S6-&0X M^`8)F520914FJ(@.V.GIWXN8[H^/P:H)6H/6J<73*Q*#?F`U6`U6:\!JV[+2 MVSRGV+0N]D)`\G:CMO**#1EW:V;-LV^#R(UEUE9"#_>=6L:-NR7&*2MD@/ON+CW$:\[8LKW'&YD,_].XS),\?H`OHLL=V8=(R7G0Q M?-636O`AQWR06*.1%SX@V)M>@9A&L)DK.JEFR&0[V:U(#`2?BEJQ9\E@+IA[ MT#Q#FI=Z-&BZ4%B?+"!\2T7\9V,?TDPR`DU[X3C)F8E[(( M#KEZ&3K`G:QP=W(03!\\=E++&;.+&Z7UA-^)[4ZKE5)'FV6K>;M2*]6RQ],( MNT/0$AIIBJU"(R5.IB5F3$$B(9&02"UL%1(I<1IIM51U.H9&OAS(>!]3CLO6 M[V]Y_?']-#I_I'1R<>^,V&#JL9MA)QA/^!7X<70SG/G]W.WO_IPP/V*7S&=# M-^Z+W^AS0"Z]P/GG\^^_$?)Q\T17[.'9-SG$OL#QC@T_G?6NRI9=^;/ZK7]U M1MP!_X`Z\7FS7N[4+\NM>KM2[;6ZG=GSV45X[X[ M9A'YRGZ0NV!,7Q;@E<,]UV?GHUEC%[MLO5DC8)VS+7GNKL_U/+ZH"/K)?/`W MTY!P"^56R'\R(C1D))J.QS3D7QL0UR?QB)%AX'G)%TCR;%_O+_/:K2VOH'7< MA;<.'(WVNY@7G\W:`&0]>Q;B_>I)_2`<4V_M\=GB.XL3)^`1AWG>_#N?SJRS MY#UGO?/T_G"K^N$.XA%_R>]I+C9<2#PZB=C%TXL/S\5C>5&K<<>%`#6W1HKW MB%PFU_+IK&&_V2EMZ^H[/_#HX\II_V`^;]"05`CM)KJ+RVV\M&PSYE?JL:R[ M=3M\LY5<<*[%,FQSV5 MO;WB2*JQ-4G9#KK@F%[>@EE*E5Z.EBZ6H'IFA0D49`8RD\Z$*,DILL23G!RE>#DH14--`U`8X6&*1+;'`'N(^JX[M81J MT7'M"NSRLS3DO.J*FD?+I-8A`:Z`U7&OJ$IM1Z/[T MTPVKY^O$Q@.R$;N#'I4P'KK"FRZ>0,\C9'G)6;EFE1O:@Z6(_$N=QIW=JW6RP^G(KUMG. M@GWZLQU%+([:_N"+2Q]$Y-IET<%=6BN=6J]<[[;:M4[MLMN[O+SLU&==6AOU MMMVKIMJE=2,GKR([;WNQ,6-,?Q*:`$C>>DO\_D@ZMSK!>!*Z$?]:,%QOW'I\ MR];M][G6'VOO.U_YG35MU[:SZIB&CZX_NT@ZC8.G#V;#<_*)@N:KK1.;K]:: MIO0T->9"];Y!M,_4)+LO9_CL;FJK1X`036WS9'7`9T]6HMDJFO["#HVT0T5- M?_4+2:9JG:I)>N^=7F0XCCD%$($(`)[WG2E M"1&`1[X_MGJ86(RH=+.FMG@E!*!JICG+C4Y%5>Z4(`1!7`AQ/X(&VPS0L?X&"_ MC&W;<<(I&Y#NSPGS)2Y?:`2?N>*3'Q?`AGL-]QK<4L.MEKR8>NZY!?_ZP[7_ MGQA[[8:*D*0H`02T)8)6EI_WDA!'QL>>WI3,',7,G)S^2_C'U+ MX%>#6FJ6K:N@%MSJ?2&\97[D!GZR']EM$,4AB]V0)=MU7#*?#5VXVYGH4=Y: MC=K5FL1X7T&:C8)18-3+<^B:)6^3E*(P"@[_[@Z^&\7C\%1TTK'<>"KELBVQ MHV7>?160"^0Z`*=*I8)]GA`(V!]"L5LGC44HH"V:I5+?87!3X*:<#-?;2E/> MNN.^Z"RMYE!X,F3@'^`;^":!;S6)*P#@&X(&KX+XE<4(&1BN<5)!EM5_4L$2 M1+.2GC*^B.G^^!CL3X'6H'5J8<164V*E/FB-,,GQS797MO*1UG$7DKA_FU,% M6)F`#^P']G,T/O!N7RLZBZG_Z#YX*#'7:^J;FW4Z$:Y3OPA>C#@=J`?J'42] M5@KM'8I!O6)[ALEQ/?0EMQ:`+ M/'M4MYLC2*DN9V6K9)9$E_]4U/(M@6`NF"L=QV;9+DM;GCD:/%VX*([#HO)) M$&ZIO%M9289W!.]HCV"")2^8B;D!^**>+_JFE+VM2DPI.XI,1J23(1"!!'J3 MU>V`>7F%DW`03!\\=E)ED-GIH]+V_MR)[4ZK35DZ5?1#*JOJWG((GD;8W:D> M)C02&@F--$\C187UBH9%[3M'?QY3CLO7[6UY_?#^-SA\IG5S<.R,VF'KL M9O@TG^73V=ELMNT/5@):?7'^/@?CT@N=)'2_T]C]SJY]L9UR MLO7#OZGK?PFBZ-J_CVF<]*F\&?9&G ML]Y5V;(K?U:_]:_.B#O@'U`G/N_5RYU*O6W5RY5:M]FRR^U+N]%H6\UNNV97 M.NVSS\\>Y.I#Z;MC%I&O[`>Y"_@OO_AP5@[W7)^=CV:%)';9>J.V0*4_8J0[ M'#(G)L&0+%$E*["2P".N_W6@6/<,0]CY9BU8IHPV_7YB#U[OWI27UBD MMZ;*MOC.XL0)W8C#/&_^G4]GUEGRGFN)\_3^<-/[X0[B$7_)[VDN85R>/#J) MV,73BP_/)6EY4:M^^C(,U-H:E]G#U4\NYM-9X\U.P5S7]/EQ=LK'-0VYSF./ M,^4YV&5#+M080/-.B)HA%]HRY#KU)L1QD64%/7].<_N7(W>##]PK@[+#9Q0L M_+#^]R,F2(U7ZI>?)H31"R5U5:_ZM].XLWB,C`;1`*=4-2 M1B8A>1V4/U7+^Q(XR6BZIW[M2:5TR3.3TL5EO'P8&QP+SHDGZ\TTZWM)YQY6Z.E?:L:J%11.B!EE>A&&^Z[7/%@J\N(>Y M["T_H/[>DW&-@CG=GXXW':Q:UR&#=88WLA@4?19%I,^BF`L8!J&"3,XS9Y!( M@!'#"PE"8FBH$@U\W8T<#X@N,3 M\%3DI6``S78`E55*F<(R/1]!1:;I-T9#TO6%Z%PQAXT?6$@J]CL89#IA!\+S`=J@9/AA-C;(>J!A&4]BAV7:(T12C*493':P'*H;1%'9H MMAWN/9H>%M[D-Z]3AT%U`\NU>$8LBDE(8Y:TW0JI@TZV1DY>LFR&=P*WD\/D MM6#4O,/BJ4#]+P6[F12ZB2(D#!(F92@MC(3)<68A89`PW25,(^#4Z=;7P#^? M-XKU'\GSHL"WW9\3YD=LM>)Q06![!?.O[/6J"3-A-\M>31MRX37`:\"0"PDS M6,+@-[@L<%DPWD/"(&&0,$A8 MRA)V\(9W*_>%#$L@=9UB,9*\,<#JG>JN;`Y^6Z%VVM[U5)WFA$>;* M7KA[)RFG9?R+\Y4U>;K'[_$B_>FN=@?ES[-'72D;N4B_SK^I-V7DP)WH4KW" M8_>>@W6^C.FB1[T".-.!2[N(V6KS)J58O1[XR-JRY/6:@\%!WXZU0C&>K6X@ MAA:-34W#*TRA]94O$/$7W2(OP`=@]#15W;1IL'T=B'2%LMA MI#DR4G3FTCAA"D,MK`?6HR,ZVED/QD!,U&"D.3;2DYN^I1-V,::)W*FC6'&: MR,G#[,0*NM,?V8LU5&U`!3 M;T@8)"QO$O;6*M52PVK)M(S0DVQEK\\-577W6<7.%DBM=LNIB`]D:M'--"3# M(.2_[Q/VTQE1_Y&)#W[0<$"H/R#!1!3!+-=&"0T9\8.8#%C$#^)N*O]>1$:S MPF/B^E$<3L?\6B/"+86%A$[C4_CD]3'AS)VXU% M^_Z(D>YPR)R8!,.5&GYRO7*C'!]1S]$)_,2,$TSN^0VS^9^'9.[Z\"\DH':" M\21D(^Z!S$Z5."?'`K*\#[2#;E9M/0Z)3%7@;&UQ]RMC5]ERA)D3IEE M/XIGZPK!RM\D-OS2S)A15@)T((29"Z%IC2DTLT3P%.CD3\50E65ZZ2#LL*!V MB#8.L$,=[-!6,]$SIJKT=)/MO;2BFN<24Y6`;MOJG6"[1+TT-UEM/H;I)US2ET^';.U$)Z@9U@[JEK6ZU4D,Y6$;8C#@.^>.0+PU,$?*U M_^3,2D&_,#D[(IJ2+Q]_(VCR//7SJ5:]CMSL-N]%N-.MVH]&VFMUVK7%U M53O[_.Q)KCZ5'36MVPPAX_IJ@1%)0(I>*;!VMQ187U)//#AR/V)L1VP`U=,K MC]34ZNGRJ=73Y?*1E:DM0TIO:X9JQE`U``NL=Q*.@QK[!L!Y2O MPZ<^S;@=12Q&:7<.*QHU-[PO+GUP/3?^=8SQ00A/LL<:S'&S1\NROI:@%DV- M#L+N=MH=:L]@=]`[V%U1[.[DG3@U,T;-IGRZF=]!^UPH,LS-TR8G6EO'>!5B M32[XJ;$?V;]X1(?0B?],&)"?Y@Z+JW]J3^.B(Q*&:0S3&*8Q3.=%9S!, M8YC6RCS,H@^&:0S3&*9WXX#JD?VJ1_I!3#V"&A*CQ@``I\_@^>+#R)SPZ8ZJ MI^P`7-SA5K'U9#\.0\LP"`"X?`"'T1.C)T9/C)YYT#(`!^#R.WK.?RS9Z5!1 MB*\00ZL*'/,\[J9@=QB4\RN1``[`Y7=0QK@+EQ8N[>$+L[E>?UU=>?6#.+W5 M5PP-P&<'/GOW.%"`E0GXP'Z`#_"!_L!^@`_PR1\^T!_8#_`!/M`?#?%!@O_6 MPWI!R/AI"?OIC*C_R,@P"'_0<""_UYQ&<*[CD$&%'REL]QN-K$`O?<+2$Y:> M3L#**E4S1RLO2T[0L/SG'6`*@"F`X;P(?;%4KJ*MM*= M39JAZ0.G8GR(`90R!F``W"F`I?J`%K]CRF]]Z_>WO/[X?AJ=/U(ZN;AW1FPP]=C-<+D2>;VLV;OV[V,: M,_'Z9MAS?>H[+O5N@\B-W<#O43?\FWI3UN<@77J!\\_GWW\CY./FR;LT]+E! M1K^J;-F5/ZO?^E=G MQ!WP#Z@3GS>M2N?JJFO;9:MIUZZZ[5JSVFBTK6:W6>LU:_;9YV>/>8-:FS.`434W)]KN*S]ZLG]8-P M3+TU(MOB.XL3)\^7.,SSYM_Y=&:=)>^Y\3I/[P^_VQ_N(!Y=M%JEJEVUZN7: MFR=><5IX=!*QBZ<7'YY387EMJ^O\2SJ5M_;[WB-5(+FF3V>UUIN=3%W7B_F! M]K'''7V@*<<9-'UA(*O:[(V8`9AKB"\$8T;:<1RZ#].9EQH'Y&K1W^XR2XJ;O;"B12?3--;J3H>J7&N6:LKA,L)J M3HTJ8G%$T>((!`P"]K*`M6H0,`@8!$PK4X2`[2]@=:LD+7)DMM6<*F"G]IMM M&NQI)L=]85%T0=J>%SA4+#0+C_*6BKMV)_P#_Y'<,V<:'MJ(?'%#Y0PB)`?$ M0^23$VW&T&\EA4U35C:33JTKZDL_`/T`UTDT$W>5-,T.VH MJ:9&WK.&BQVD$XS'?,*:9#F.^,$LC,AB]F5_($GF(Z'^@,QS']78LQFIUSHY MZ`8D7^NV3%+X!&Q$&E%'`C'+Z>/C'R=)L4&P7#FJT;D9AI',7=,Q?+*AL>J(CQUE.PM MU_^VF'6FP:E*2WHL>)_;-)BDB/6"3"^`5:V5ZB`3R`0RR2!3L]0"F=1.'_?T MCHU/S4E6+=SOC'2'0^;$8OYX,PW)?2P:-US[HI1'_/76HWXFJ3E2HQ29LA8[ MN".V9=2H"6J"FJ`FJ`EJYH2:"*)*"Z(>GNQ3W"R_2DM5C@JRU#%8%I!0U;JJ MI440"H0J(J%:Z>6AYX50R#3?=Y8Y2Q%_:IE+;OD$,YE=BFGF4WIY$FX],`]= MC<7F8-.-HB0[F5%(7B_5%=748><-Q-ZDS7X@D9#(["2RVL@>3B/,#A()B33% M5B&1\K"LE2J81>KJV>?<@9\O]A3.A3RDVBJWE.^DNLI06_#QN<6L;IM:X=8HU83: MA%O-^62!]?E$@$V:;1!7G5+(^%:&/OI!>17QM.M-V/=DS#1]>?722=QL'3 M![,90?+);,M:V[+D[57;.G&KVKIER@:I#5,N5.\;-&3C3;-FQ,!G>;D-O7,J M-X:=$W84WAY$M]^09.)SQ&0.C`0CY3/2_&TUI7/TVG="1B,&_B(:_[H]$V(XY++SKM4N>Y6.95>?LHL:5L-.-;NHGG9R47_$ MR"Q/YH%Q;28"0C(,PGB4I`CQ!SFFX2\1;YWE&T5/"4=#ZH;D._6F2<$0]3SQ MOV`:DDG25OF)C(T/Y`O[SCQR?7TMDI3FIT].\8N; ML2]>M>\C(44R$I*1],O5R?T-&N+DYW^.FC-\L!;]\EJTF.W`U&!JZ9A:66F\ M5Z,U++4I#WSN)FHTR"7E\VB'B82'_TW]J9B$RVL6H0^8VK$<"X)8$#P.JDJU M)*_ZS6BC41V[AGY!OZ!?TO6K++%CM-%&(S'>KG.P0R6$;2>>4H^$+)Z&/GGK M!5'T!PG\)#H\CP._'MZ%;ZK$-TW']]0.']@/[.=H?/(6L%A=QTIJ]67">\<\ M*AH+QL'3"S@\$T%',",4.8\&.#0[:BU`Q. M`T5Y3RXU(H4*O`5>@5>:#/\:3;N5EBHL"Q2>BG>)Q/TL M]0%1.RD[@)K8L_81>];*Q++2++6RA],(LT-X!Q)IBJU"(B5*I,PZ,$CDGO-S M>8V-3NLX]'H_(_<[/X\3C%F?_A3-D.Z8$_B.Z[E)>_.#>Q>5NSV[8U>NKAK\ M5:7:[+;JE[/>18WZ9:=N*>]=M-:;R)*<)M1?VZ-LUD!GUI"(?R^:]2=:/BLR M<#G$(>,^240>6/R#L5FGHK]*]R728YP-U..70.-I'(2_^/E^)MNB)0NWI"RS^)3D5#U^=^CCL_-ED$)9-I.`DBMJ.$9=\.1=@O346+(MLZM4=1)>U6 M/,;T##*F>U,Z%VK(*I%9LW3@L[S:V.'>#?ITY_D#F7FV4\3I0)GR%)`K62E!E_^=L!;VN`;+8T0[`5[P5ZP%^P%>\%> M4X*KJMV.V8KREX#?JG`^1"6MSY)ZF;65:.&7S'3$B3.:J6CF:1 MI$==GXDL->EM&GL*'.6$ZT+#/[0T(##/>.95Y$T'P#PP#\S;FWEVJ0KF26$> M(LH?_J;>-"D.(VU1"25:+B`:@&C`'M%B1,?`!_!A,2I;\C8M*,;@"[H4FR[2 M>CD5@RZ(-;\,XK5(FV=1K*7C6"1-RJ?'+7%HSWU'8U`+U#J(6NKWM`>U0*U" M4DM:A";WU$(@^(/(%^Z$;.#&LSUYKMA@ZHC`,+*'X=#OM2HEO=%"OAUZT`5T M`5U`%]!EKW"QM.*48M`%X>(=4UW^.;\ZYCLNB\C*CM%_^0['AKI^4D%W&T2N MU$FP1A";I5]Y==+5YW+I0CO$OT`M4`O4`K5,IY:*+=_R3C&$F#]_L M^DB=6>^\_](X9B&"S`@#9*([NG!#]0@.7N28%V\;R*9$-!ETV93J(YHL M"\0O0121P"?7_G<6Q6+_+BV=QR*I$[QN>-V@&"AV^,R@*F\B7?#:>C`/S#N$ M>64P#UTM9&%U$_._(1:`6,`>J\32\C!U,7Z$DL$'\`%\`!\DP&'+*U#-"Q\0 M#'X9V^YPR)S8_J^.V81 M^NSX7M/BBPLU8JD'T M1RQBA(XY"T1_E9`][=G(YOB2B4=],J&"82XWVCC!-'0?IDGYZ05YU8Z.O7&' MBNN_++ZS.'%BX,1AGC?_SJ\3,?^A M0G?[7#E"9N/]<+<[`@3)N9[=;7MLS4STIQ,061*Q&P2X`="RYM??*I"42)&4 M^"B`!6#-.>TM/@"BLG*MRLS*RC0<=>7_OUD2"R.-*)AF]/WRCPU%>1K%:O3C MD6S<-1(Z('Y2/-F'"\MX\RJ-K=/SXD*UZNO,NCRHW`.LR7YMO:P^R.?I;W^4+CC#>]^,)679P]@\Y5 MHG-)EJC'YMR%#A[A)[+M@;!-&`:,,V.?$2T`2K7-&R>!6C!2Y>7?F7! M6I6.N#3@4%5=7+5\6682L3JP`%C@()-*6(Q$EGE$4*U:!]6$^4>R MS"2":F`!L,`A2R0XH,%!->&R91:52]X13='*]_C!M7!X6^[PFHZ&GI\(K8%I MP#2EGY5";.T8"U%`99M]ZM'L*F8S",+T7T$THUZ6T3SSXM%O87`31F$>TNQW M&F2SE(X^QU_I<):F3/>Z018>7NI&-=6N:QA:W]'-KM[S/5?WYJ5N;,ONV_J9 M2MTL2]OP-T2JQ_68DMLD8O3,?I/,*[MDL\DD2-GW,G++9$Z^\T(D&^6=OFP.=8X&9Q!J@8[8@.D[2H<_2>:^S\47MT2"5&A>,4A5%'$U@E3KQ")!AEUU+9S:%.W!`%LZ0!?5 MFB1VF5`99G=EF'_,$F;2/HGU2QH.:?;T.GRY/LRY'MN;5[K_/4C_9":/E(_( M+;*/W)S@>B;E$\Y=D:>YOOR-6\5/KS^BIS5(J`I%_,9^)KQEHF""?)3MZXW4 MSO6XGV\RFGXOP@DR/M['>#IC;N`0C4`P45XYB&7'QSSBI`W"E?+0-TP"T M`EJI1O6Z013$0\JCEP<$486DC#"AR;076=).RTO.P.@<="X=FC8\RYXCH_R,:D_[^S\'L0%3D/E^I9_359Y-+* MHP.NB:(\"$J'^+,TY6WDL$4D!^=*I'S2"0X:!XV#QM5"<-(("QK7!HT[=8O( MJ;LQ-TA2RFY,^C^&XR"^HX2]<1^DHXQ<:M@L:JL_B-@08D.(#8$+^'6*N)I& MLLPC.``<``Z`/0`N`!>`"V`/G,H!V"K:]T#12KTS;!F=FWHE4D+I!`>-@\9! MXVHA.&F$!8UK@\:U_531//W'&P[3&2\G&H\>4X'*-N[:J&T(+T!_H#_0'^B/ MM/*!_IPC-(;,F[+@*7U#"/0"*7EO3GH-.#5@CZB!1.:`]-H&OBEI_T_ZF0?/ M@&?`,[!KP#?@&_!-L_D&=LW^/'-P2T5AO='(KN%LBR[-.Z<9RCYJMCZ]9?5C M8D`X1`=>Z;"WQDKO"C0=KA6//?=$5`?D`;R3!KA;ZT]M*5A40Z0KU1!3.DUI MQC+8+9PR(58/C`W^#!["(_()GR/JA%Y]HT&.99APR>`!=F9$1S MFD[8"$9DEH=1^!\V%R1@:.)]O4@PG:9),!P7MRJ`.:)IQCZ_9?=BP.(MMM@* M-F7F)._0R;L$A#&#'RU^H&C!>CKN7A+UJI&#=K?[M+O53GV"XO9H=XMVMVAW M*^H',4`,\*#KT.Y6YFC6_KF][6LFA7:W93UB7=K=/O;%1/\Z4`Z:VZ*Y+5`, M%!^&8AEQ@>:V:&X+6JD=K>S3W'8S9(I:%'NK[4NN`,I0G#NW1B+]DTYPT#AH M'#2N%H*31EC0N#9H7-O+4*"Y;- MDU]P:&XK:XE-60342G\0L2'$AA`;`A>`"\`%X`)P`;@`7``N`!>`"[!U=*1@ MBY=H=BLS!4NDA-()#AH'C8/&U4)PT@@+&M<&C6O[*2,TNY6)WT!CT!_H#_0' M^@/]D5$^:'9;NTPYPN_S^+S_- MLG=W03!]_VTXIJ-91#_?\L'\BX]E7@_%BT#GJ:H^C^,/ZY[%R08F-ZY7<4?*+K:-;NZU=.,GM(U;=M3G+YC^GK/ MO_CUF1:]1!B[^.(E)5PU_ZSICPVE7.L*K$_+[PK\J*_C0L9#)F.2[W3$ MQRZRZ8-$DI,.TM4);L$)A9V^00C2A,^MCE*9])Y4Z$SB$P[>-U)J'B#;<,B: M@&SYD*V)_UJFK+ZD-!NF81%?([UT=G?NUE1M8K9CY",-1SGBS(JCJ$@6!`DS M$("61J-%V(K>#K24F\BRL;DC>$>^V#-KW(Y\,?HU&*K'[<@_B5'RU!8QFYTI MWR0F?$NSV,Q<[F$.4QIDE/^](8(#?VEAV2_L\&(X[/9).M\#Y5ED\X+NM^_WZ;\ MKBW]C_$PF=`NY6D2\[^O@Q\]]G\RIF%>/%JI2I] M4U7G._RVI6C]?ND[_&L[^(K@'?RYI,A-(38R39/O8<8=")[\$9V+3(8V.6P- MD\_3XZIGV%^6:C>965)%MMX?-$@STF?K\(CTZ)!.;FA*=/7J"",14`54Q4/U MU9I[E62"[+_3BB)'NZ=K@0]A!Z6J(=[MW!&VMQNK?UGY]O>)X5J M)#+I@"Z<"'<*NQ;9(U*XM*<\W. MWK8:"`P$!@(#@5^A3!%^2N)W(KUN4/MYSY<>$!833TVV MR$,LKPA'%@"5;40!4"T&E*-WA.UO`%``5.L!91D"3T:W!%!-V[!:/\V@/4L3 M?O=T-D1LYO0\X9Q\6!_%=R+[Z6!S_;TDRN@^CZ.`3[CU]8'5=J^\;=E]Q#<\:.-WY"7?7 M5"S%*OV$NZ`I+UYN)''[R60ZRVE*OB6W^7U1NB$>D:6P<)1=FJ/L;NV*R!][ MG5V7!Y5[@#7)\ZB7]0KYR'9>ZI0C456LI]`\:%XEFK>TV8ZPWANQPRE2/?\> MQ+,@?2#J%1%YVE8BZ4D';N2&(S?\.%&IFMVQ2A=7+;0&46\0F"2J"`+;6U2F MZU30^;L66B,P)"UST*-,$7KLP>9=1(.<\%*QY-)$IX,SY!'7,4_8%:4HLJ"A M;(L(@&@P(.;B<#15$Z8O3<$%HDGA>$A&04"&>E9DN#5?@ M(3FAK=-D02%ZD`)Z-3$*=@I'%BS!+3]9A/]F']!WR>VML*-LH)\&NQZ71L<6 MK2CM7L8!EP;#!9XZ//4C9-L+O_/\\GR6THQ<6G`99"(AN`QM=AD`,4#L$'M9 M$7@TMMWQ,#CK/W_F75W)I0WGXQRDU+3Z6UI9I_:;F\<#/`%/NQ-^==2S0Q1` M8!1@I3LGSGM(1U^-\5%40Q&78(<``,`%<*TDKZIJ!1TBF@(N^/C;\N0=^/O8 M;'Q='(8NKN.#+&B`PPY`G"@.[+[#[T:>?!,(J#E>P:5A5>!RMV-?$-`#])#T M(I^UT"RCX"E/GERZ\,?A?NRQR.NJN!UVK.7`2\/Q`G<=[OH1LA6>%">1W.K+ M/J\EL#3'H5#%G8@[6FBR8/%4G@,T`4V1%KBF59>2U_(P7+MC!,7+C=K7SS/X MA'N#+::[`[`JJIM7'2I55M>TZTP2*\&`4VR!FS&O]N:J@Q:5;<>!O\!?X"]! M(C,=M\K>@G70(H'QMOU:"*Z,ZX2>9EC6IT#HO5]G?OBG=$#VCW M'(U>:M6X9W?%7>T9/]&\2V-Z&^8\[S8[N"6C;JC]OC;H][N6KW156QF8SKPE MHV.ZAJV6WI)QE=*LY42M3.7JQ.FZX'F['E-RFT1LC66/0.9=#ODTL#?3?$QR M]O$PF4R9@L;LS>26Q#0G4W:[9!0.V4=93H(L2X9AD%/>6XY=D\Q2]HTX"Y.8 M3*.`YT3'H_F[[.LIS<.43MCMR,U\VDARPP9;)&YE[\G1"'@:G7N<4-P#+8/] M'F:G'JPA5-K^E"4TG]2,$[M/&E;%31:K_KVJKVMZD\RFSQ_&)\=SRCV^VL=Z MG>/6=>"DGB&M[8/S+PJC[PHTZ!)7$[P%"Q;ZL>0A/TEQX M>$]O?'[R&8X(#\C,?_*JIW:.5KE2J><@20N7^`\:I!GI,U]M1%:W"QNFBK(N MQ?5OV7Q"B&*[9F*?&MW!JU,U846-H&JRJ=K^.T42Z*&P#33HH6QZ*)NJ876% MJF%UA:IA=3W5G66#E^E(0*6YQ?[:7OHGFI,OR[WT>=6PC_$PF="W[TM1\7*% M?I)N2T<<.-%2.N-6*,0Z"$X:84'CH''0.&@<-$X>P4'CH''0./D%=[@KW!B/ MM[CN&TV_AT-:>+/G#&/)(@]A)Z/*&W,)-:T[CJAARS*/_#JE+WH2@0OZ5;C-F++!+:` M+6"K#&PYIL`:[\`6L`5LK;A:XGJ;`%J`%J"U`BT+T`*T`*TRH%5^;^VF0*OM M6<;]'U,ZY`6GO])\EL9D4920S$N(EX&SVL'ITC7$]1?8U(0:;;>@C^T9UJ4: MXL5%WV?@!7C9%R^J*G!+%X`!8!H.F/^#1NG`!7`!7``7P`5P@<2Y$@3K31(V M]/\4?1%X@;DO:9BD9/5,/KGT4SH*\T-LUE8&HX7%`AH?C,8^#_9Y`"U`"]`" MM``M0*N1T+IT*\@%1Q0D!=JM4!JAV>&.`&N.V&F]8Q`3?` M#7"K"F[B=JP!MZ/BC!(%_N^4HH,X4<)3,;B)Z$CRES\,05LST5?&] MJJAU*(.J&0)W,X^6F"S*4[;K+!&W26=U@,O`9:>)2[7+VHX"EX'+P&7@L@IK M_8HKE@,J`Y6!RD!E9TR8E8#+VA%N`].!ZRB?I3'C#!;/W^EK]_^6F6O;L+@NG[;\,Q'A;'N2S9Q+04]35/T? MQA_7O0L2CM@;P3!_YZB6XP],0^GY7K;M*4[?,7M^W[KX]9G<5V5X M'4YH1C[1>_(UF02[Z7/E\BB,Z;LQ+;1"U90W:VKA,!THYC5D(XKS][K%WA`= MKUB;UY4G6R-/Y=F3\->KCQXGZ22(UAY>Y=]Y_)5"&\B01M'B.Q\NE(OB-=/I MX?+UX3*]#T?Y^+WK=AS%5"Q'TRPF1<=\LX0J`TT43#/Z?OG'S\^!\O2(J]O^ M3V"SMR9Z[)$Y4#S:APM3>_,JCM$^/#^,K[O&,7\AI7F8T@G[+;+P(O;6-2P!6`)*!:A^!H!NRG+Q*X6O]O(9P7/CF3OJ MT$/HH01Z**R6&?00>@@^A![67`_WYL.CC&J)MD9+VE_9+EA_',1WE(3QTG.@<=`X:!PT3A[!0>..$5Q-PM%E M)B!M6L$DR,G?@W@6I`]$>+?N%D-4N'QD42%A:9/U2GZ\S%)FR#)D`3 M3:,)1[?%%7`#38`F0!/-HPG-%G>4`AP!C@!'-)`C3+@;AW$$=D9W"W&U`SD'<&Y"E8\X`\(`_(JS'RD!?Q M\T>>X4VS7*A_#&+:GYCJQS^VTA%^AJG9/`.\M!HO)O`"O``O^]NWPEI;`"Z` M2_/A(JR/>CO@@MW25]/D,_(E"$<(8$E$3,T)8+EV!9LVL@"*7X=^+L!65=BR M!/:%`[:`+6#K\3I58%XBL`5L`5MKV()-6*H#VRP_M1>F=)B3;[.;+!R%-"-? MZ9"&WZDPGQ4TU."8V5P*?_"#.=VQ-<`%\`%<`%<`)=]2GDKJ+\)O``O!^`% M)S`/P@NV.W<+T1OFLR`-@XA<_I9DV5ORMR",$<*2B*&:$\*ZU#O"ND"WO)08 MD`?D'60T:*A<"^@!>F<)!Y5_C!/(`_*`O&?7&:A-L+>&8*?T9R_+9I-IT:K7 M'P?Q'44X#N&XUT^2:[:X[1Y9H'`JFP`1+48$\S5=G%_#C@X`LS=@Q'58`%P` MEZ;#Q<'J@OU/44+LW][2Q7'/PNG+2!B309)2]FO\!&A*X^$#Z?\8%I^2KT%. MA67-2B3B^O+739*.:+J4A#K]0;(D"D?D_U&*_S4HGG6I"8PDGRJU9C,FD`OD MBC59Q"4^`+E`+I!;XU-WQPI/%BR6'1T&1`%10!3;P><5X:(U#?E\P^X?%-O" M04YZ=$@G-S0ENO`S*RUFM9/`>(S\%O?DW]B\H2P:^%]52[!B@96QDW+E:+:X MXS'["NX@EZH6NH>M&+`;V$TZ=G/M"F/`8#>P&]@-[%;5[I;`1$I0&Z@-U`9J MDX?:A*4L@=J0[W2<$(N7][1XI)LD&LUO-$][XEE/1:E`+\MHGKT7IJWR2%6Z MY>7QP4'CCA$<-OQ_'@1A2OX51#/* M3P.L&,-\W__O03P+T@>"7?\SY#+5+B5)O=)51]RA/ED0PJ_#L7!@XDA,:(8C M;O,2F``F:H^)$E)7@0O@`KAH+BZPM_%*+>N(?*7Y+(U)LK:C@="+1(34G,,G MJBW0IFW\L1*`"^`Z!%P:P`5P`5QUL;$!,4`,$`/$:`I6O6> MFXIJQSBFVM$0,0,@`(C%=;K`VKH`!`!1?T"(.XD"/``/M<>#AO5!B`LF4>BC M3-GVPI27B_XVN\G"44@S\I4.:?B=CA!"DHB%$$)J29C?EJ(?469J*D66DX">H#>(_2LC@WH`7J`7N704\T*#A0#>H`>H+<%>C`XS]C?H%D^!E=`EY[S! MO.KZ[\F"-02_@:?2\&0#3\`3\"1U-CMP!5P!5\`5]GJK;3K2HT,ZN:$IT:L+ M6K:8W(23_TYAUZ+=IK@^KZ_I7.T;O*I7AJE6L*E7"[TIVPP#A8'"0&&2MZRJ MM]Z`PD!ADJ@B*$S*0@ZUT!W0&&A,$E4$C8'&:A5_;%B8D4T]'9%O>9#/LF6D M\9QLUB:V7X_SZPQGHV1V$]&3-D-J@5QQK+^O"&O/_I>Z+3)11-&;9>H='?0&>@.]R:YBH+?#Z4VSQ54#`KN!WIV$U< M(5^PVR&1RY_R@`EGZ_=7_EX90!3&]-V8%L)3->7-FO14A\EJ98A#&N(]SJ>S6._*1(]M84Y3U"T<7#?+@PM3>OZN@ZQ!87JA5? MY];D.3$^C*^\WZO)QE*]+%+(Y^EQ;;E/V6Q8#>YQXN*7%:_NYV;#31*-YO?Y M0N,L3.)BNQ+G]Z%A)6A8DN4IS<.43MAOD67MQ2,L="P!`*AX@*IFVQ'JK1V$ MNP(R@4PID*F?`9B;LMP_X'5N'&N**FSC%WH(/3Q!#S7H(?10`CT$'T(/9=## MO?D0I3RV:NT.QV7"QIP7+>*Y,HQXB-.T9P-8E2E]J2.J73@#E' MR[U>/\GVWW^33U1RZ5<9\I%%<81E\)8W9O$YN#JZ#8,#P`&MYH`2*H3(,I_@ M`G`!N`!<`"X`%X`+P`5GK0$F4;BOU`#,(O`2Q"-R8CITC20J'1<_/FZ+FH+J MEH:NH&C("^R=HQ*3;@%[P!ZP=XY"&CKZT`-Z@-XYH*=U3$`/?>C%R,H;#M,9 M97YS\)`F4830Y!FXJ6FM1B]5JZPB@KNETVRF`MZ`-^`->`/>9,";458%<,`- M<`/<-N$FSN$%W([U>R6*0Y4IQ$\T)_.#K\6YU[N8?3Q"+*^&J3SU;AJ'AH/G M:CDE-"9:"UW#7@7X#?PF+[^)[3D%?@._@=_`;_+PF]"F4Z`WT!OH#?0F%;V) MZSH%>D,ZSR$U_(;#V606S4OUS0_#D,\W[,>#/$SB<_)?F]8'="E$E\*]1:9> M.6II6UY;!%<+/>+7X2PU&`P,5@L&/STDP3:4K' MO/;*=TH^QL-D,F\-$69Y1I);M(*HDF51M!IETJ%Q,@M.&F%!XZ!QT#AH'%I! ME%!-(9\%:1A$Y+1`TQ968`30!34!3H%L@+G)PLM2:[4X`N4"N4.0J'0?0E3<2T"R'_SK) M@VBSO"=Y1[ZD-`]^(/!:3>`5ITEQFO2`-!&SK#6BK6=FP%_@+_!7A0DN-NIY M@,'`8#)H'ACL""]=[VB5BZW%E>S`;F`WL%N%]3FK\R_!;JN!R)_R@`EGZ_>W M_/W+3[/LW5T03-]_&X[I:!;1S[>?:#Z8Q2,Z^I8'^2R[YO>[9J/L1LGPSU__ M^A="?MF\J*A@\"F)DRE-@YP)>UZ^H/]C2N.,KM^#233F8OM*;S]<#'J:HNK_ M,/ZX[EV0<,3>"(;Y.ZOONZ;A^@/=LG2GV^OWG:YM>XK3=TW3],R+7Y]-PZI( MK\,)S<@G>D^^)I-@-[.N7!Z%,7TWGM=M4#7EC:AI+%YNU(.8EWM8%'BX7,CH M+9FSMJ.IZL_LZ?.7RSV\]/!K7&Q,%_4NYDHZI$SVZ3XR6;N+,EVOFL%?K_YN MG*23(%I#GLJ_\WCC0BW)D$;1XCL?+I2+XC4#UW#Y^O#9G`3I71C/'S*8Y-8!UF0SK%YF-^2S\KBJW'TZ-U96YSAY M.3OMAD&2$F8ZD#]HD&:DSVTTTJ-#.KEAYH2N7AUA+@*J@*IXJ+Y:Y:,$I&[* M4E3)PO*!S5T@Z"'T4`(]%!:5AAY"#T_00[548T:BI-HR`XC]VULZS$ER2WZC M=\'P@5P'/\CO00R9D"7&[UXX5E[RC*)ZT'E.,-&&+I"P@*=M)!"X:C`M+ MW%H./``/M<<#U@GL-QTAVZ)'![-0/\;?:99/*+O#I8XXADQ4U)Q*-R5P%,K$ M`6*`&"`&B`%B%39I,"K3+=1CD\"/+5-6OX<9/U,7Q#29962_@X;DTD#T^!PD M=M[S*F6<^ZZNV'H[&`UP`]QVP\T2:#D`;H`;X/;*ZF8#;F>WUR7RG\L4XGZF M.X(29TX1+*(L1!`H"!0$6D<"-06F:8-!P:!@ M4/F5$@PJ,NRA5EBJ&@RZ5[ADORJO*P,062/T*-J+CLBJ$%8SE.QZI&UAIWFY M4-W:9]%85_VRBB4R_3U$65\K9KLV]6M%6H^SL$XW`=@`#X+CQ@C+Q&=OEC)I M%87W'ICV$KI1=X_PNDE7Y)Z2]*D#&O]^2D>S81XF,3^N%11UC]-@F,^"B'^3 MAM.<\$K+\ZI^O#:+%T7),"BN\.Y22HL4VAN:WU,:D]^39/3P_V;$3])IDLZ_ M%<3L40J;@O_7)4%&PIS=/`IRAH`\*>Y,?TS#Q??9<_!W,E[:.2].D47A),R+ M#S,&DW3KK]PN"@_F[!$?BN*#FJ*8Q8^S/ZP.V4]&:D4R>@R2VC_+("TN(Z-# M3J;Y0P"PAO&"R\#F8/-]K#VP^38VOPM"AOAI&DZ"E/W$@C-&2\[(YD=RWY/+ M\&WQQBAA.LN$0A@K+*DDF:7D[P&3`\W8E^>%\CF/L'M([[\/A%R'_(_2Y8R5D@F3"XAS4"3H,DZT*2` M4TT-H,DG@R[E'P#J,<57P1&&3ZBPY0&&:.'I=/T`MOHG2#:>3Z:JIFM$X9),2 M)]PWO@]SQL_D-AA2\CV(9E1>Z1F*(E9Z^3C(V3K'S-1LT>^J4,!)4)BN/`S! M-"TB"R5E>AN(A M^UX:Q%E4C*E#RK6%5^/GSGH`N(+U[0"28-J[/TEHAY"$NH4D#N>&%W>B&H?E M%TA+T7H7?0QLJS?2GCV=;5J]`SM.EZ[[5WQ3MG-S9/%0(&W[2[U^4A;2MWM;[\QXQQ#DVCA\'2(_T8WW(KA1/)P9TO?<_37-\V/,OV M-+^K6L9@T?G2LJQ>WRJ]\R5Z10KN%:DII_:*U"ON&.C4I;/AD=?9-7G.HZ]3 MZO*@1U[GUN0YY1Y?3-^?2XIMQG(*OK2'D]3BDEO[/OC!>-*4\.<4+? M-O1-CC9BKRF@7/(#R;5"Z2IEO=^+W@.@<=`X:!PT#AH'C6OM)D6E#L17^IW&,_J^#.5K MHX[)IT[2R0?Z`_V!_D!_SJX_S>LG&I7;5$L"*Z:2<0(D(%GACH1$_NQS;*X> M(U#Y22F1XOV4I/F8>!/VA6%P3H1*WQ-17#W-$\IE2E,14W-T@14Q99_[LI:KG=<<$V9P>.&QXB]+`S(EV`8WH;#`Q2IN3MYABJNZ7A3@",? M1J1;BQL,"+=SR$$7``*`:#@@#*P0``0`L0H(80$/``*`J#T@5!LVDQCO6Z+P M7Z5N>7^6)E-:-(Q9EH[/:1H7)7>#B/Q>],;*R@#;:X42A,[(65%J6N+LN*.E MUA1TUPC(]5T(6X1-!]@$-H%-&;%I*0+WG(!-8+-\;#8'>Y8XQQ+8`K:P[AV0 MK&YH'04+7[N3,42*T$_B8M*+]L&+FQ1RQVCQ@:!XV#QLDL M.&F$!8V#QD'CH'%2%`8_OU/1COK?$KA=8D,CY8U9?'##L<3E]L@RD8BNGG?] M!@G4C02,C@D2``F`!%I,`JJJH2P%6``LT&X6T(R.!18`"X`%6LP"AF*CBJ&0 M(*)$L>Q&58YNT,%A@8=3FGXLN$9HDVZ%;B&T1):)`K0`+4#K\3I3X)$D0`O0 M`K2>SBL#6H`6H%5*=-,56,FDZ=A"TM3F=?)6WJX?%HWJZJ4U!9+RH:_&JUKC M`&66=K@6O0>!RQ.4E`UP`%\"U`B[=QIXS MP`5PE1.65P46#P2X`"Z`Z^F@BBNPEWKCP86,CLWK_"2=)FF0KR9U7*IO$7[< M0W:7JL##HOM*YTFG:G2*\!!]D@R--5[FFHBWRG:D@3?@K?5XL["^`6^RXJV6 M>!+FK0$OP$O;UR=+*ZLO25O7IZ9EAX@-E:QT)'_>D^0<@!4J]_W;[E0-<\?N M.%6A?*=(6]&5J$9`;^XRW!)4NWIUN9M`-5`-5%>RVZ\IU9UQ`*P!:\"ZF@PY M`ZLU8`U8-PO6AM#$5\!:=&"M6?&S3S0O,5C6+&2:NO"=UV;C2SXHU7=U;!B4 M1);!!90`I?9"R19?P`)0`I0:FNYC"\R>`R``B&:O+9JE"8]%-'MQ:5JNSMH3 MJ/QNJR>?WA7OB)3_;S3+WA,>E;BDM^2+"->GJ?AS2P/;B)*\H3D8TH^ M)>P;<9XF433/^4`>ULQ#D2E^,QYK)M)D7DV3V8A$]0I$\_^Z MY>BCSO1QE,SXSYUR*K06X5=AG>WW%F'%$BLAE:*T>NM;I%8+)3HUAB\?M4EG MD("^0%^"Z,LNZVP2Z`OT!?H"?97=[::D.@B@+]`7Z`OT52Y]F0+CVZ`OT!?H M"_1587ZJZLB.[$C$H0K[RJR.X[$`N,TK*]P:7@"R*KG,J3!E6W;E`9>!RR12 M1W#9@5SF5I@`*;OR@,O`91*I([CL('%9':NDROMMY+*:9!*=>[>A%T8SWKRR MA?L-LFBZ5)F7TK"AVM&J\U)E486R#3C8:>`9\,SSR+[H7A#@&?`,>`8\\SSJ M7E*51?`,>`8\`YYYC(A7EZD@BRJ`9\`SX)F*H]4F_*:V]V<1*5L_R,:D%WX/ M&=V-,O(E"$=%,'HUM'Q./M^G6;'$JBN.Q4[8:RM%5.*Y3>D8XC+7ZZTV95M6 M$I%;O4PN4!@H#!0&"@.%U4D706&@,%`8*$SJU#LI2*I=-"3+U(-HVD`T]5CT MI*"AFMA*:L>"K20\1O]3D>N\]?LK?Z^,*PIC^FY1B4?5E#?G']A+#[!.E=&,\?,ICER?*-^5)1O',?CO(Q^S83 MQ$*QF>W7WYE'7-65KU:8]-H"*A_EPH1MO7H71.I(7 M%ZI'7N=4_'M57]?T\:E5*TSEUU7]@\U$8$U.0TEGDS\]KGEB[].3,V!>-J,V M%G#G.'GQRXI7]_,5_":)1O/[#)*4Y&-*KL1W]IUQ1OILW1^=T\=IJKZ] M5F2R#'5[19;2RP\DUPJEJY3U?@_2X9CHZA5(#OI6@;[]?193HBM0-ZA;%>KV MC4YS.KFA*70..E>1SO7H<*%R6%6A-@\9!XZ!QK=VDJ-2!^$J_TWA&WY>A M?&W4,?G423KY0'^@/]`?Z`_T1T[Y0'^@/]7:V!*Y>L^-[]44>]69BJT`_RE) M\S'Q)NP+P^"<")7^<)P4!Y*D.7*D.6;'+%TBLLP]OPX'(QMB"TBO;6":-::Q MW0Z.8(-IP#1@FG*91E>[!-&`:,,UYF$:] MTC2S(ZXGA.RS?RK7U#1!H]08L9>%`?D2#,/;<'B`(CT51BEAD^*``P;B066Z M'6'=*9L"'/DP(MU:W%Q`&):X)0:``"#J#PA#G'\'0``030#$(:<$`0@`HMF` M4%V!"11-0012MPX0=G^6)E-*@GA$/N?L:^0C/T@?!WF8Q$%$?@_2/VF>E0&V MUVH(")V1\WKZ=J>D/H<'2*TIZ*X1D.N[$+8(FR)WZX%-8!/8%"9'2^FHP":P M62-L-@=[ED#L`5O`%M:]_9/5#57UM*W6P4 M;<<>L=@]8F@<-`X:)[/@I!$6-`X:!XV#QDE1&/S\3D4[ZG]+X':)#8V4-^82 M@AN*AL.H"*^>O[J<++K34A80N,4LRTR"!<`"8(%#6$"UQ9VKE64FP0)@`;#` M(2Q@VJAQ"18`"[2:!0Q'`0L("2-*%,UN5.WHYAP=OE35"L[M;ZI.C3CX;67B M:?$*WD+HH4&".!L8T`*TUJ"%6C2`%J`%:`%:@%9=H&5T;$"KS'!(PZ,>\I;F MKAT458&-(UX33E,@*1_Z:KRH-1!0XJ(=`!0`U7I`">B*X'C'=9('$?E&[R;L]N7$-1H36U05;#E>LB!A/:&'R]UM;H<#AQP0;B_]7@SJNN^#+P!;ZW' MFU)687C@#7@[%6_UPY-FB\,3\`*\M'U]4C6MNA3%=@"N:>DA8F,E*SW+GW/<%AGD/%:DK>A;5".@-W<=;@FJ';>ZM1NH!JJ!ZFJR0$7F MT@#6@#5@+0.L30>P!JP!ZV;!VM"UZG94VPWKFB8?B13A)YJ7&"QK%C(M\:D. MS<:7?%"J[^K8+"B9EK@><(`2H-1B*#F*<"\04`*4&IKOXYIH.PA`R`4(>=<6 MS86=UNY2+FM/H/*[K1Y]>E>\(U+^O]$L>T]X5.)R'I9X2WY+LHQX>9Z&-[,\ MN(DHR1.2CRGYE+!OQ'F:1-$\YR>G*GC*)GQGSOE@&MCO+<**)59"?I'(>K*O2:T62E2VI0*#!/0%^I(WIPOT!?H"?8&^JJ`OVRVK M5R'H"_0%^@)]E9O8:)4510-]@;Y`7Z"ODC--37B/$J2BGI_4QK2XC2DXL?2T MW3J]A+3O5\16,U%!JZ!5T"IH51U$!:V"5D&KH%72BPJGR4Z3>#?(PB'I!VG, M?C4C7VA*OHV#E)+DEOC)9)+$Y%N>#/]\*17H\8O\PG$2,<:N$3D4L(D MLN>@5A14.XA/\2JCUU]%+*LQ[B,1D49ZR([L2,2A"OO*K([CL0"[32CH$ M!2X#EX'+P&55*;L:'5UV9VR MJ,)9@M(2[;J5*5L_R,:D%WX/&=V-,O(E"$=%,'HUM'Q./M^G[;#$JBN.Q4[8 M:RM%5&44UM;+KZQ=#[4IV[*2B-SJ97*!PD!AH#!0&"BL3KH("@.%@<)`8376 M15`8*`P4!@JKL2Z"P@[)6S#%Y6'66VT$1O]_*K*HMWY_Y>^5<45A3-\M:ORH MFO)F3<.>\L1W99+K^O-,]\.%/,G& MD%#;Z]6,%?)BG3/6E>GIF/QO@0<#>&&&92+\>4Z8_$5O#F=#(7$G#G$[8 MMS*2LP^'R63*-#S.,WY,@K_S?Q:=K#7E9S])ITD:Y)0$\8A\9I^FCY^J/Y,A M^^0N21_XE9^GE'V1_\BBO]OE;TF6O7U/3N:4/44W9&.@Z4[AK=QE38649W3" M7Z_^3)RDDR!:)REE5>T.`OY+.'_VY),@O0OC^4,&LSQ9OC&WY(IWYF!WW8ZE MN+IMOEFN/DS_HF":T??+/S94;#N'/.JMIFPMVK8'!Q2/].'"4-X<2#^+"]4C MKW,J_KVJKVOZ^-3:/"@&>$X-K.@<=`X:!PT#AH'C6OM)D6I!_T?TZ/\),NS<\8`9!&) ML(3D\L8L/K/X4E4ZP@I>;ZI[C:9?6)UD+$O@B&9QA-,1=H`*%`&*`$4TCR+< MCK#"JJ`(4`0HHGD4H:HP(\`1X`APQ&Z.,)2."XXXA".0);%;B%]IEJ>S83Y+ MV?.1_H\IC;-#RI<^'2JL,KI^0-9."0C4.N(J"K\FE68CLT8@E&Y9;R?RRJ_Q M`>0!>4#><^19'17(`_*`O,J1I\/:!/*`O'-$8W5QD9:60Z^FZ61K3U!!E_/? MZ%T0/57C(E_2Y)9F69C$[.T!I5GQV;?Q+'_72^[C>6(:^4JC@/=&SQ/R>Y#G MO*=YR#X;AW%0"L+/6T*D#*"+VYG=5SC-AKM\R*[Q@MHXN.GBTBD!-\`-<'L9 M;@+W"P$WP`UP>\V8%+='`;@!;H#;BW"S.P;@=O90C42ATTIKBEPG>1"1;874 M2]%)01W+]^EOL:G^$DR"V+2_5V4KJ&V*,%&68:T89<6^CI'G0\:>L;KM+H\*/K:HJ]M_5R"I\=%7UOTM:U0W^K1G$HN^8'D6J%TZ&L+?6NL MOJ&O+=0-?6VAV& M'O+)?OZ6\V2RNW!(KNEP'#,EN'L@'^/O-,LGE-TN2\(U+0O]&[('IJJTJ^I,DMS;(PB=G;`TJSXK-O MXUG^KI?0KC8*D-^#/*=I1D+VV3B,`X0&*^M>WN[(8(U`7M\E MM$'(,Q"3!_*`O#,@SP3R@+P:(>^5`H(-0J;``@4G2PW(!7*Q9JX1.2I4M%C`*BNQZL>`(RI%&T$/R'"^6B>,WD.%R^7CS)ZEP]I:$N'NTZG-",?*+W MY&LR">*?R:YGW+8#=[+*JF MO'D^0^M)O7R8I]DDIZ^F;(`'@6=CA&6BZ7I,23PK>F@FMV2^=T5')&!C".XH MR<9!RI0MF>59'L1?OEIEKV["X+I^V_#,1W-(OKY]A_+!QZ$<1`/PR#Z M&+-?GP1YF,37_"[7;+*[43+\\]>__H607S9O\?51.-Y=2BD_ELYG(N9:\I7> M?K@8]#1%U?]A_''=NR#AB+T1#/-WGF_[FF_KIM;]N>XO0-V^@; MW8M?GZGA2Y2S2P-?TN(-3EM-MC=$Y]I_GBTG]TF9,J;?::$#MTG$K,SL_8MS M?0#I;!/`&A$IS\;+7Z_>-.8Z$*W+2%DEKX.6CP.F;KX>N';',573TLPW2R.` M<5043#/Z?OG'!@UM7V>>$DBTK5D=>ZP3Q3-]N-#M-P*JY'>@>)`<:`X4%R#]0X4!XJ3G>)JXML_Y[U%)HHC M.!&GB8Z^3*+:?R.PC`";M)(Y.`=5IJI`Y:T2Q?I)GE((R6(+3]B2*I$4I3/L MJA.25T&;^6P&DI6MU/E M).X4UFM:50.JT4R!AT=!,]+0#%;Q.:EXYC@-XR:@E$J_=ES=8OK%\[\4QFH7EN\2- MB281R]>5P_B\H5V8AW>\)CH_O]4+HUD>?J>D?WM+ASFO[\#?GF_YDX_SRA+_ MC$6QO$1_67EB_I4OCWL=[!ODW*6 MDR$E,K(//&&%:O<*I9O&E6)@A:H]HK!"R;)":7;'!9[JCB>L4)*L4+9K7SD" MD\:`J$:N4%B77I.2Z995<;JY*$+B^-;+YDTL5\*WPO1*'NG5V0#84@*^B?O9 MQI6I.%>J6Y*Y?8@4FT)X-0)H):S7`U(3:NRK1L(31Y"@\4A M/3BM*T>WF<4!@+81H+`X8'$TT.)@3A0LCE82&BP.Z<&I75FJ?F4KU?6Q!T#E M`2@L#E@<#;0X5,?LB#M`W'I"VZNWZ>'-[-SCQN4>:`%(U0O54/9!2?U[H;XK MV.`4I15QHEOJ9J@?8^+-[F993GB3B"N2S%+238)TQ,^B],*4#O,DS4@PG:;, MCAZ1@&S(X\"?7;#3@K:*L8WH,$F+?J#O.2\LUAI340B[4<3>/O4WBQN2,![R MAJJ4'\/AX\S'-'Y'?X19SC2FQN-ZWO233.<5SJZ*+J\!&R[?R%Z\28)9/D[2 M\#_%<_%9KFS@*KD1..P.X8U\FS*'R]FY#U;`=O.P"X]A3#ZSOWB[+]Z#HS@# MQEL3TWC(KF.??F(WF#Q^/)NRJ6:?3R.ZG'5^SFR:TN]A,LNJDYM6E>YW2&^6 M<[Z\$=/]R,S]^R$75QWH_C M7,@/_%=15$KL%,V*\XM%/VMALZ65,UN[Z_[(.5M%&1'I9HLL)DDM9Y(,W;RR M[(7BP*W[`KGL9C3 M23@:,6^E0MN`:8L8S)W>RQZ>6CT]-0'%.V3WU`;T)IT%Z0,C5\65RE>KS*YC M2\HX'([7C=W'A8?+11YCUQ`LE*O*'CV_3X0\\;O".I#.@E"O=$>Y4M7-$E%R MVA"NU='/8$->YA8=MNZ[!YT*JF>R^[O`5]Q546F%?>6/8HX MBJYN9;GE=8LJL11XE'>R6FQIM"RV1->*+2W8.YP76YH3(Y_G.8F'C\66ID_% MEKY]^?*,'=?,D97(G%)<0'],P^(WXLKDO/(,@ARK(US*FX?ZCO>*C&;%3D&8 M9_,)+'[RBFG:'2.`B&;%BG\_IDR)4A*PL2\T:1PP;;FA-%XU7$Y?()??_^6G M6?;N+@BF[[\-QW0TB^CGVZ=#:MY=2BE3Q3S[]:]_(>27;=_-\G0VS`L#S(M' M7VG$YG/D)UF>73/Y=B.N]T/VI.S%5WK[X6+0X_'1?QA_7/S^QW>WW+50U=ZZI=V_84I^^:NFXH%[\^H^V7UNA=C/T2ZV\8`85VA`S` M?[0*!*T#?+/A-HFBY+ZP6_G,,-N)YMS,R\=7'-O!D"GF*&`TP+"0CXGW MS2>VJKV;L\!/S!SD[QB:\HZO)9Q[TM6YX*]H^IW.28915;38I'G_HNY(MG.@];JX4#WR M.K?BWZOZNJ:/SZGD]VK:)E#D,G):D2'TK-QLCTJ9*/B:N^^Z5.G3L95Z MINDDC`OKXF3W'3@%3E_7.)^]FS*_@:RHWA7YC>=CU1HAYWJ^SS<1#VVPQWNY M+LD9F8]\YJZQE$_7_Q'FI'!Y07_RTI^8$E,5<`5/L#PBP-.D:DLGZ=QVL:Y% MJH@_#M([FKT<##E6(2N4 MQ5U<"4 MJ[76Z7-PJ3H"$;NG=)Y4L4:!@=,/12)Z!+Q=:M4U607<`+?6PTTMJT5`6_&& MP*B`!(Q3C-7*$2R](U92#?--Z4E0PEQ$TD=E[72EUQR$QR3=0JZ4QQ8_5APW ME[8E="U(K@Q)EA"E[&AG%V8M=`[T"'J49[&N!0-*0W*JP,2^UMMYV*H1DO1S MR+*[=]#J**[;>_6MW#;1.K9@V+;;QH`IT58H64`2D%0C))UWW4$..+8Z3C$' MEYD[YS0%3W;L:@-7OK$I+HOU5+$U>\<342P)4@\:!%T+R`5R@=P:(E=S)-@Y M:@=T$7$]/INH,AT]&<%MV$VJTZ:1P"#`:V*110\0-6O>5K8LN@6.V19IK"[_ M4!8]`,>`8\`Q%7*,J@K?^VL\R6"WH]SDET-6O?.4#I!W*U]DW`49N8B(UJB> MA[R@-`6NL0`E0%DC4)ZW-IPNL(8`,K?;MX_P6&3'RWB[VX^3:1"F174=;=_J M.N48LXTK/\#\4*=J_[S9^X((A0%ON_&F5[=_!;@!;FV'FVI6EP_3#KPA"%M" M/DQ)^XTZT]%1,KN)*,Y=BQ%?(PY>FV69_(<(3!;=06BL%EOBH#)0V9;K1%;* M!Y6!RD!EH++SE<,I*3341BY;<5-_R@,V]*W?7_E[95Q1&--WXWEG>%53WJP\ MH'/N%QG)DYS]8GQ'-H9_X*\L^&A!5,50 M1G28I$$>)O%[S@2+Y47MZ(3=*&)OG_J;Q0W9N(I*QR2E49"SX>4)268I\8,X M&(5!3%8[?G2$$=$O/\VR=W=!,'W_;3BFHUE$/]]^I5F>SH9YL=/IQ:.O\R?R MDRS/KIE$NE$R_//7O_Z%D%^V7?R=QC.:#=)DTO^1TS0.(G^6,6Z@:<9N]EL2 MW_T6?J>C8G,UZS[\C29W:3`=CQ<-4_ MC#^N>Q\GM)7/4M7^H/^P.GK5M>V/<7IF[;9=_V+7Y^I[$O\ MM$M;#P#UMFO6@,[YK%"M,&;FX_SUZDWC))T$T9K]H"JKW'`00Q\PVCG?J@H; MTV(19WB(@FE&WR__V(#W=@)_X@QM:PQ^#P(N'N;#A>F^.9#[%Q>JQUYW](5U MN:XV#RKW``^S'+`CN,D-JMQ;@D-&SC058X`7K^[G_'Z31*/Y?09)^IA*E&W) M)3IBG9=9%7>;AA6Y-CL443^#'FY*4E0J<_EJ*W+3$(0(/3Q!#X4E6$`/H8+8J0PK*ILMNEN@P;D&])-./Q%][HE"P"#.]+T>L*)5T'0I!&6,UE4F@< M-`X:=R[!M?CXT_8U]U.2YF/BL567C;N4-;:-:@;?`_H#_8'^U&>9V]-*<&J\ M`!;7?0VS/\GO01S<%9D$CZYF=DYH2I\?)2ZYK@FYU=^V(DA/!2C@%;2CB\"6+%I2]8&-=;C(B-+.C M`!%`!!"Q1(3BH.EL9:'LNIM@:SNWQ$]2NDR5*@-,+:GAK%YI>A7E9%''&?$8 M`/,P8#)[L?Q8*(`)8`*8!ZZ83F?O;'@`$W'%%P38"[_3C%=#".(1^9RS+Y+N M+`MCFF4T(Y?V(>4NVEN(=DYLCJ9JXI:$EG3]0@`&N`*N@"O@JD)<.>A.B;"H M(,%>\\I@9#TX6F9<]!5]:Y$7*#)N>JQ46^$E(GPCP2+;'F`+C;L"V``V@"T' ML`VKNFY\[09V3>!3*EE!KZ!7T"OH52UDA5#6OL5: MO"P,R)=@&-Z&0]1#.S??2:2%T@D.&@>-@\;)+[C6)QR)J`?3W!,IJFET3%'L M)\2B]RT;`,+UOD(M:& M-"W$,8"E75@2GRL)+`%+K<22)3)PT08L(9I8JWH1S7'5SG#@O?$>':(E541+ M6@-1M<+#\\`FL`EL'H!-11>W-=YZ<+8]%#JO;+$6$#UC88N&^:0EQ$IW([4- M/BOB/\#BD5ATS0I736`16`06=^[56P[6Q?.7@I#8[UR>(U:FYSY'7.-#8%() M41K!01.AB7((#IK89DUL<>"I>+E1AZ(_2Y,I7=ES_1CG-(T#?F@CB!8G.;)2 M*E2<1Q?/#F*X;]`?Z`_TIR;K7UO2CRJM'M&@?5%79%2IZ?N>-7:$Y.'U-H'+ M%;A]`G`!7`#7RME%'%[<'URMKRYV[F(7M<.7H8O+9I5%"HK`2-1D06L<` M(`"(.J6SG'L%$=>,<$3POPU=U^VV^CJ_2Z%"UI2:2QQ4XIW;EJ1989PAIU M"VO(#$M58&=/P!*P!"R%P%(7YQJV&Y:MCU.^6$8#;J>0:^@5]"K6L@*T:U]JV#X25S8 M1P'?."UB7Z54O)"L+,O9D2R-L&KKD4'CH''0.&D%U_ILI$JK:M1NYU:]4@Q+ MW,:.+)->=JP6=-QP3-@="Y@`)H"))TS8AKA*,$W!!(J9R5JLHCE58BS%[6BE M.YBRZ$W9JQ0\;(!KY3K3M01V/`2X`"Z`ZPE+8Z#%RSV. M!1P1(CU`YW2F^5<45A3-\M MSMRKFO)F3=7X]LOS@:^CV5A^(XP94^7OWQ7OB!3.I?V6$'+-OD#)/?\G3LBH MV%4)\UE*,S*:I3PA.Q]3\L`$2"A[DA'IT2&=W-#TB>]T]8IHBJIWR(MR+4\V MAB-8-+W#1JY=,0$R-9],(\H]$#>OY3"QB60M*F7_(;_(^3E(FD;70 MR.*M0BE&=,BE&";Q>X[X!3V^V?NQ7E(,DB'`7N31V#2 M>02&W";IWIJC=H1!9A,B$B'B,GB[B0K^QBB9<,(9$J;Y?,K8AX6`_QXPU>9Z METSI?#(S+OOK;U_);_EHB1W^S4EQW,PJPX M7<)N+Z5^YO>)&`7]GR1D5S%-Y!R^H(B09NN,\B@L_F8P^AYF2?I`,II^#X=L MR*LB_!B/PF!Q]88OL&[VC)[(DI4*27':O>(0F-)ASC0H>A!#PJHFF'.9DK-A M1O:+]2[GOUP^Z*6A/CVA>]S`W`,] MY?T>9EW,*]>LK8?*,XN1OUZ]Z4*3UZ:3?^?QQG/I#VD4+;[SX4*Y*%XSUV:X M?'TXW.[#43YF?[(Q+3PJ!L`HF&;T_?*/#6/XZ:%6-\.>O"QMZ];G'OMIQ<-\ MN##=-Z\Z<.NNY.)"]=CKCKZP+M?5YD'E'F!-JZJ>/7\.^BWA"A!X>K(?"\CR@A]##$_10+6>I;G.YX1=#"J@\?/:$ M`'G44CK!0>.@<=`X^06'RL,"*@\+-ZME$8ZPQ*_RQER+L[:RS">_#BFDYUN_ MP04UXP)77($,6>81'``.``<<,&C=%59S^?O;PUH`IJ`YL9UM@9LHB*.J-3X(O?_Y0SX.E3$D46>4AVXEL81 M+]W@WR(?630"4;LS[[R#;MI&-^45]`3/@&?`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`)0*?7%2&O(]2U:H.5&2;'4?<>779Y[YLWP-, M`\%!<+((#GD?E?DWS7)C!DEZ2T-^:B5)"?TQ#5/L2\P=%\>\TDQ%M"S:[9Z` MJ:5!C+S.1IU8PE$ZMC"?0I:9+-MU``M`/I`/MBVD,NLE\B[/>%!56#.G5\NL M"97W_GV@SVHLF.:5;517,G.GB,L05^VL$(D`+Q=]8JND5+6J@UMCNQU-W%(@ M^]R#:21E&HD$5UJQEN(Z4V`A;7ED5B]EP[+6^&5-MP76D99]ZD]=U6JR.;;C MG),U/?`]%&?QHJ$B_3&E0_Y'GA#^5JE[&[7.:W(,_:2[794U%T`"YR=!5H2EX?J8`%IU`*B6QVL'R+<.(EV["HX M,#_WW]??IIE[^Z" M8/K^VW!,1[.(?KXM^K!V@XR._&0RI7$6\-;+11OF11=F;YB'W\/\X9K_U#63 M2S=B'_[ZU[\0\LM+]_L2/$P8(7OW03I:O1]O;%C\B)=EL\G\O?5[L[F)^01\ MI;XK3=\V! MK7H7OSZ;T-7)N0XG-".?Z#WYFDR"W?2W7NZHK& MK.ZVZKK@S=;K,26W09B2[[Q+)$EN"0V&8W87+KVDD"D)N.#)?9`1FN7A)"@* M2<0D9Y>.>*M)=M$=+W9-9AD;2/%^-V+8>< M*,\VQOGKU=^-DW021.N_S+_S>.-B2&1(HVCQG0\7RD7QFM'+8;3B63Y,$R"\K7FWT M&3YWI@U4K4VJ)NP\!U0-JO:RJNWM/&(7\*5=P$6BYMR-F*;AD)+O2<2,_XCY M?PV,@Y4;.]3T-PV46Y`=TK7';B1>RQW;((FY#*,R0,-TJR)?73* M54BK(Z[&N41"JQ?+222XLK5-@;9!VR34-KB0/W\-LS_?W::4DI!/!3]%GP8Y MA2FWTX6$#PD_X%CE.2"\)9]PH#QGC8QV3!->I`!!#M:R&U<3&[-YVJ*DW7UE M5L[_TM2.B6JVY^8\B017LKZI9D[

*4`5N\PV$X+0XD!'$\8[_[>*OI_-`( MOX9_=75`V\XN=,B_Z=-/%9_3M?#SRD/-CSD$9!*.IDG(I/'HV3O_C,-\QZFF/4X>V?V^IRFNHCJ^,NAU??[O_.21;GNVKU9Z M\N@9U;3V#(S+C\6KMO+XC[@3,:I^XI$8PZ[ZH,G19W"JOJ[R'SSV.KTN#UK- M#R)PL=48*UYNI*=_8;X")]!X2-_-%^.G]8@4"Q(I5J0&FOLU\Y->.48AD6!+ M\Z.VJW!A:$%!*U#0O8NRRZ2LYU?0?R]/H7N+4^A_XU[+NQYWJ8I(\K^*2#*C M8E+H,E097"LIUVZH\E,;EN?'*==`H-;CY*H;V[NY3> M<2;^R-0WC+-P.*?C(P*U+ M&RGRB:?YZB,!,<"(J[7M2SS>.KR@2VEO1CC\:^_-38'ME[<*Y'@2E[/79TYA3@B>&Z%.T8^ MTI?$1C7T-?/`J")M6I:Y+]OQ!--`` M*U`_C[1J'V&0I+6M'0_4IS_(*)GQ`CIB M^S4N?J:HUK-Q!%$>9TG5W2M#=:!\\KI$$M!:>S=A'*.C(5L<+'!V%I`YXJ9U MA.5+0G6P@#1J`5%M<>"092)/73\.KOW[:HE3H65(MQ<\36X'(;N&_L;+]WZ, M\R"^"]E57I;1/!O,\EE*O4G"INT_Q0/PJL!Q1@\N<&HJEM;W?%WU!CW7TP:. MXIGS`J>FK>MJ=05.E_53GI-,\<:+!9;Y%T2KVTZUVF"UAID3L__`O+",#3XL'#Q%L".'`1UI$IA8.:#'P M$1TF:?%<[SF&%VOYME#$,CJC$,?PO)YK&/TYAQBV MT7/-2HLDJXXX7&T/KRV$1C[&1:5/+FHAE/%8WKDL8N.ER),IY1B,[T@V'T9& MTF+V>>EVRJ!#V/)6U#1__)P7.9\73<_H-"@*E]^&<1`/PR!BK/(HA`*!WX,P M*NI#\X+DLRE[=W[IT^^F-)M%G'W8[]#O13GP>=EX-OO!'2U$RPN:%S7)HP=> MTCPL:J)SULHR,GVJL%K\"/^$87[(GXO=FSWZD&8OES!_%?]E+BT'6S)G>]K/ M,?E[$,^"].&)NA;%IJ[(/67ZS7Z6;]L:,6F4=07#*=XZT*&#:80H;)*"/C@$.(QDP(PX@I M:W@;TD(]4WH;\5K[?/0Q([K%3=B/I[,A9^VW)RY74JFKL/+P9-& MM_?RQ=9=H+(*83-*/\2!VIC99Z-?\\0-OL@)"!4XFF:='BM@(SW(5SS`YCI= MAS\Q/AH3;T)Y?P]RN>S^$;-%)<^6?4\6JQ-O-Q:N],[@C.8S>AL%;T]W-OTVS5G[R+DAOF@#TTS[$\WA,$D8/(0>3[ M.7Z<3^#Y`?J`?B.AOY?GMXL#5ER_OP=L0,\\P((:"B<0'A[8`>Q0/W8XT<-[ MV78XU,7C]\F3G/WNN7R\`[CE[$QROJU0WAR=+0P)FSI^N&)6;'C/LVA22GH% M>/A_7?(US/YD2O2XE_UM\>UL`3##T8J%8^VB;T%$LV<%#?A_"VWD3NVV^W3F MNOON<4>1WZ9XHG`RX6M6&$17Q8_%">$=T3D/+X<1#(?)C)>5+G;X]W9C7TG8 M6/>=YSF)RALQ3C)[S$F2TB7^YKA)Z7<:SVB'#/C'3W)_VHJ>SM)IDM&L""XL M4PZ>@@E+X:TF%MS06_Y#O%7[?(^6WV"+,7XBP8 M%K-SQ:X=!K.LZ$_/_EV]:/5[Q2S%24X"WHM^RO2?YSTLB"6^2_@/AC'[B/)A MTWDNS_PVD^"!C(/OC,+(*,RFC,WX0!EYL5&Q@89Y^+VX*.:-N/C?(7O,8;YL M"[],P'CV8S,&G31ZX'\N17-\%L4N[*UX,QM/CJB=VFSSYP,86<;UTFLH/ MWNF4]-ER,%H[O'R$32RS*NYV=$Z0K`!%/+7K:=6GFL^MMCA2+V?WW1;J(3K! M0@]ET,.]SR$>'$65J8Y0I95=OLYC'2\G":"L$`I9U8,SH7'0.&A*!^/*"9'6'5 MI6692_``>``\<*`]X*"(5F5!NMJ[$:O9QL(RBM.Y'6&[9&C? M@(@0P+4*+JLCK+`VP`5P`5PKX+(,@`N1Y7T%N-\1DU(@=][\0/'(TPRM(ZPM M\6O2D45_$+21:!%K'J)4<=L=0!00!409>L<`HB0)*-;=>/23N)CQHBZRGZ2; M%8;@FJW%ZRW3[`A+>FZ\""WN*\!>N.CM M^Q1<["[*-5!$%`\I=*1JXDB])3X;HB#`U>ZES.G8`!0`!4")`I2J"8QKM`11 M""ON>YAX+JQM8CSUILW/9H MH_)5GV2BOD(^N^E"#*VB\#6":A/]`?Z$]9\L&!<>GK3DEO M=(DSVIM@DQN*+3#-7/:Y1_R@00N_]-H&IEEC&D<1>$1,]KD'TX!IP#3G8QIA MM;:DG_MS!Q%K[SJ576NK?CEBKK@]1UDFN>SU&,MN@P%AB$M"!AZ`A]KC0158 M%:XI@$!HNGZ%JYISY-/6JBN_TWB/"+&7"A:]]F#3<@26>00V@4U@4Y@<35-@ MG82V8_/$2*)9YWS$XKKBP!OY1N\F-"['HJT=P`Q78'E^6>89P1-YUJK:(<(T M#7$9-T`$$-$`1`BL2=`41"">N+N6:3I-TB!?#2E>JF_A")TBU$NKPKH@KXKM M2>G*RSL1KI>':"!B&(AA"(.NJFD21#&`76`7V#T/*DX M5W/=3T.WT9H7`1D$9%80H0$10`00\80(36"OSJ8@`B'*W:?QXW>;M6CZ/Z8T MSNA;\E@M7OV9?*(Y7*B37"A#%7C:"QX4HA^(?E0%75.7(#42T`5T`=V#H6M5 MUYFCY=!M<=RR>+E1YG%A4'?I;9)2\B5-OH=9F,2$O5P:V]?!#YH5"0+]_YV% M^0,)8VYJ+S].;HEW>QM&89`?U.'J`#46501W?E/^#7D;;%17"/=,$A-/H+IK M55G9NPY:A`A=Z98,^`O\)8B_;*>LI!/P%_@+_`7^*I>_+*>LL'%;^>LP/U4: M4AO/W4N+W>;L_"9Y]6^91`6M@E9!JZ!5THL*W6/WC>OVZ#2EP["H#%7$;KU) MPH3SG_D;EUHYC7RJE';]?2QY5%,ZP4'CH''0./D%5\?]U.)U&#/AL7L9@FT: M:9H'26"9B(VGE3?F$G*JX@!#<[!E"ZQG!FP!6\#6 M$[9$=C1H.K80;7YVG;S]@.H'Q`J+=C8%CXCF`%"[`:67=2@+@`*@V@DH89N* M;0%48T.-AB/8E"R_X4YSG#;+04`$`1&I%KO&8,O6!)J-P!:P!6P]84MDB\:F M8PO!QF?7;6D6!+]MG^/1B(,@#H(XB#COJ[H./<`3\-1X/)G5%8YM"IX:%584 M:R.>T!?G`-4259%HUZS4HLA,=:6*7M7>VMYX-+$N1:EU$S!>S,-KCHG MA:B@5=`J:!6T2GI1U3%K09#$BI<;A3#]8!KRS-:B8^@HS&Q3L[ M,"7GL+/+!_H#_8'^2+/:210Y:V==2NGS1L7%PTX(=TD3T=(%MB:5?>81M6^0 M&2"]MH%G5J\367U!]ID'SX!GP#/GXAF<+FQR++'6Y3AKESJNBUNUFP(:A+1: MC`>!16B!!^"A]GC0.B;P<*I1)9$[A^*6^R4RU@:@JKCN!$<+K2G(1EBF@B6P M/=!4JCOF#F@"FH#F(="L[,1\XZ%9]R!C#0MQU@YO`GLD-`4V"*NT&`\6>LH! M#\##2@4C8:Y24_"`,..^DI:DK&63O"-Q*:-M]XX0N$#@0B@T2RI/`&@"FH#F M:=#$3ER;8XIB3=IZ5>&L0[V:ZLHDG4EBXBG-%9?]\WHQI#KH$()0:"1%F\W"A$Z;$GY4>7,I(GQ$\FTUE.4_(MN\FBL=(*#QD'CH''R"ZZ.6Z+M*(@I@<$B-LA6WIA+ M*%!@BHORRS*1B-/7SY&617?:20(">W_*,I$@`9``2."`0:L6+(%&!_=J71FR M.7G.`DOD-3Z/&6&B*HX8-`9:)J`%:`%:Y=3)0QN4\JS&AAN'\A:RK!T.K>K. MEC<%CHCD`$_`$_`$/-4Y[;ZY>&ILD+&&E2&;X[#IEL!2)TWWV!`,03#D$&SI M`DN3`UO`%K#UE(NB"ZP#U'1L(=*X4?A'BEJ6M4-=:95JFNNV(0P"/.VV$(WJ M"DT"4`!4XP&EB72Y6@*H1@46Q5J)]2H/N6M6:E%WIKK:1:]J;^V+&AEFQSJ_ M.&NA=@A;27HP!!0)BBQS`]H6F`0,B@1%@B)ET%50I$`KTJZR-F:MU4Z@"_Y3 M'C"Y;/W^RM\KXXK"F+Y;U#E3->7-R@.ZQXW+/9"R7GJ8%:D/*4_GWBF_E;NL M\9;"`+.Z&<1?K_Y,G*23(%J#GHMD MKL,)S<@G>D^^)I-@8S68!.E=&,\?,ICER?*-^=)3O',?CO(Q^S83Q$*/F8Y& MP32C[Y=__/Q<+Y^>>S48\Z3;^M8`VQ[QG.)A/EP8[IM78;..[,6%:M77&75Y M4`SPK`.L:[OHYP;QYJB"ML?A1Y"#T_00V&Q!>@A]/`$/=P[ M`>LH8T:BX':U5=RSC.89N30.JLM>%U'6F`!0[!D:!XV#QD'CVJ%Q-0G!M+.F M?<,0*EP^$IBW8M,*RANS^/U_Q]!1[QLL`!9H-0O8KL!RJ;+,)%@`+``6.(@% M%'%'2F29R5-9H&D!81DK_]=%EM+Q;PMKPNBVBJ(P"$4"7*6"9()L\8LU;0:.X8ALH%22XKL`%%`U`M%N$WT MEP"B@"AQB%)M@09U2Q#5Y'BV/$TFZB+-&K-98^("ZI5E*0)K+C<],@!X`5X' MP@!?@!7@]@Y>X&E)-AQ?BVIO7;>G402ZG:3@)4G8IR8,?-'N+D`%" M!B>+2]-5U:BQ-Y!"@= M@1T`2U3UOD-5;[%!&<=5RFJ2A<+>8$FP)%BR`2SINFI9X2"P)%@2+`F6;`)+ MVG99(3ZPI(@XQOD9GLER*UNLH)>0:^@5]"K6LBJ M)H9$I?7*_Y8DH_LPBLBE*:YB^?D!"E!*+A_H#_0'^@/]J8\A(%$PMOY%PR42 MIERJ60:U27^`0%QL^H30LS319K:U5$',>]_IN@869WW7*NJH(T3$`%$/"%"-\0MPD`$$%%_ M1&@:$"'$^I3(^6UP_7&)I%Q?EGKM_'>#"E&I>G6E71KOE0.<`*=0<`IL+0AP M`IP`IUAP5M;KH_'@K&D\6Z0(RRLX`P([!'VBS@+7X>!E=4=^SR0Q\;QO.FZ5 MYWKKH$4(L(*_P%\UX2]+5<%?X"_PEPR:!_XZW/YRG;+\[K;RUXKS_5,>L.%O M_?[*WROCBL*8OEL>X-:4-RL/Z!XW+O>D84G\:(5HR9!&T0)\'RZ4B^(UTYOA M\O66![D.)S0CG^@]^9I,@OAGLDL)MH5.[L-1/GZOZ?NL(.O(V?_+AT5O&)@. M0%>LE*>`Z5(]O6D&&^'Z8ZE6QS(.7,,WQOT*A:QN8K][_,%3 M1'$]IDS5(F9'L(&0N?IFLPEO,/(?II!S0\#1-&5;+Y+WCQ^KIQ/1`>JP391K M<\&K3*S*BK]>O6FV0_])L;2M,?(]H%L\S(<+TWUS(&LL+E2/O>[H"^MR76T>5.X!UF3'0#I/ M[.EQ5;E[1`PISY-:&;ASG+R;DIR?T_OW&JK*:JP(O4@1.CA"7HH[/0, M]!!Z>((>[KVA<7"D0J:TL'*S3Y8>O)]DXM+1A1[ M;:^)ZPES3=D]$M;=5R*.DVY9!KV!WHZE-Y&98J`WT!OH#?0F#[V9IL!$#-"; M0)^U6:[I5YKEZ6R8SU*^#=W_,:5Q1H\)K#2N.,&EJHMSH(Y"FBPZ(LQ6@$G0 M9+QHKK@E"W@!7AJ/%TVDY/?@A_^O,H#7G%/GRZ1*51/FY#?^;#G"0Q6L;_C6?YNUYR'\^S7(B7 M94[3C(3L"^,P/J2958.]0!M!$P1-$#0Y("@OK&4.\`*\ M-!PO)80T9`'`J9$+!!-W!1-IGD=T'C>\)=S4&SZ0+S3.PB0FGV_8CQ;EM4OQ MMEI3X;*,6&/;ZUPB(%)%0`00!40!44!4!HA>BFS5?*K4FNU&MCCD6;S<.!E9 M5)$F6XKSE*.0@BKW22!.P;G@`HKSR9/V;6GBFB;N+9EF$Q?B7Z`AT-"!479- M$YBF`1X"#X&'P$/'\)#`[7'PT'-';G=!XLIB0RO2*;.D\'YL=%#QT57=<*:+ MMJ8"BPKO5=*V_D6%UZJ_'D42FIB:PF66#SYI@!_C830;,7T:T6E*>485WXCC MX89@DK!A_&?^1G)+OO!FN&G^<$6^1`'[(?Z=_O_.PBG?S+LB?C*9SG*>J97< MYO=!^JQO;A#?A4S_LPXYF4I>$M5SW#P7W?HR;DS7"PH;CU`3)%U>AWE$ARD- M,LIEN#'VHY9SNZ,2]JUHVS[I,3=D!#(OI_G`R)70C6J:A-E2++:)ZQ7PMRF-/0:'\2>J7J^6*C8EF-(2$T=0J['8?8H@X*J M)D$8;_`4_ZGI+!V.%X3-2&1*\UD0D2@<\NH%V9R`PG3TCOU>_O`X#YU*U[7- M=:RM&F=VM,HU3GM-X]3.%H4;I6P9B\G-`XG9`*=I,IH->1;4+>7E,;*7%:C^ MRN%E84"^L&7TEJW:5;&1W0S=**0:3MC[WXOKKII1L>2*S MM*C9L^_9;Y+2J##=GV;M:5*YK9\,^2WGMGVQR*8ANY:/J^F\M[^65D.*JG(& M&^TX5ES1TD=^Y#^TKU:^K%KP]NKH[1D-]_9XR.@1!(P^%@&3!6VN6]@9O2OT MG>%)3&3),731YC3C_LTEZS9-)J62G.V:':/T@3R/>2W6TN7T%;,V#+)Q0?<; M2P9GO/6Y+KZ[ZIN2VUD\7(:W\G#"<'1%[L@M+2(!>?!C.:_L^P'[0C:+\N4&7THG;/)GZ>-941ZAF"X.BDXCINO)XVG1 M1U:[95]B]O'_SICEPAZ(736/D/#M[/D#%,;47N"`>UA']]!LN'OXMR09W3,` M;T34GT*<9;.AJC3#1]1THZ.4SX9[A5^%VZ7UVG#\F$7``[ULA0]&_S-;A'2#9_6^^+VS(*)+ MR^"`?*#C;6*1*L^O*RFAM83SB-]FT^F\;`=S#O]&D[LTF(Z9M+EEY;,Y8M+G MF7_1K)#]-S:#'V,VSY-"XN\%C*FB)-T]E_6-UICK(E^YRX9YLQJVXJ]7?R;F M$HO6N%==,XD.LDD/(!(&X+LPGC]D,,N3Y1OS9/7BG;DAZCH=1U<,Q=5-R]9, MU7BSS'QG7!0%TXR^7_ZQ809MMW.?;"M]ZVGO/>S411=ZTZFD?;V`ZRK_00RP ME@.L27OZ>AWU@GQ6'E<]0\=JJ5I0>^NV[1$^%9`)9(I')EK)']Q*7MB9-$"ZXFT9CG=LKJ5I#P+?6UDP+P2.2- M8$E@ZK%1+$TA6KTBG M*9P%1`%1+R#*$&A;`U%`%!!EEM5'K[F(:EH\6Z1L_20N)KVHLE!T($8HX-RY MDF7T)=PY&_L?;VC"WN2KLGU5:U^2<0FB%+^$N(I582O6>NL=PJ7@R+KH*CA2 M($F?OHW3@2'`D.+(6N@J.%,F1"NS(ZB,8NUMLHY!QW0L96PTO9%RICON4!2"#?*`,"D%=_/*\6%\ MFP99GLZ&1?OHR^+SC)!/$\9ON>+Q*[?V5NJ0?S/NG`^"=U^4CNAK?:CK5;QY M*Y+/5)N<9\RJR*NQW)$R0K0!%151!55F4@1.@AJJQ"#VNIAR556>6Q6XEV M.RLML;J]H=!7^IW&,WI(J554TSN2$*015G.9%!H'C8/&G4MPAR_]SUS:_ M2EECVZAF\#V@/]`?Z$]]EKD]K02GQ@M@<=W7,/N3_/Z4)K)T-<]:/D+ZJB;B M$)8=(=@B_X5SVJZE1D7?47?6N0%BHR;'BO5 M5GB)"-](L,BV!]A"XZX`-H`-8,L!;,.JKM=INX%=DW)MST&]*$^JL8F1".!R M'OB42E;0*^@5]`IZ50M9(92U;[&6U>+ZJ(=V;KZ32`NE$QPT#AH'C9-?<*U/ M.!)1#Z:Y)U)4T^B8HMA+EBDO.TH+,FXR(@P;B``B@(@51&"-J"ZF47N#Z]R5 M(X2:_V<%GF8(W+YK>L46N-95;*TW!UNNP+[FP!:P!6P]84L!MBH+T-7=7%SK M)UUVD8N&97C9(A>Q-J1I(8X!+.W"DOA<26`)6&HEEBR1@8LV8`G1Q%K5BVB. MJW:&`^^-]^@0+:DB6M(:B*H5'IX'-H%-8/,`;"JZN*WQUH.S[:'0>66+M8#H M&0M;-,PG+2%6NANI;?!9$?\!%H_$HFM6N&H"B\`BL+ASK]YRL"Z>OQ2$Q'[G M\ARQ,CWW.>(:'P*32HC2"`Z:"$V40W#0Q#9K8HL#3\7+C3H4_5F:3.G*GNO' M.*=I'/!#&T&T.,F1E5*AXCRZ>'80PWV#_D!_H#\U6?_:DGY4:?6(!NV+NB*C M2DW?]ZRQ(R0/K[<)7*[`[1.`"^`"N%;.+N+PXO[@:GUUL7,7NZ@=O@Q=7#:K M+$I0]A*%E:C)@-`Z!@`!0-0IG>7<*XBX9M1H)GA:@*_N]MM^&UVEUZ5H24LB MC2UV2NG.52NRS!#6J%M80V98J@([>P*6@"5@*026NCC7L-VP;'V<\L4R&G`[ MY:R4(8OR()PCT=H'7`%7P!5P!5Q)9"U*Y-:57Z!BSYCI&4M7M,9!%!E.17]W MQ'7D7H-;`VN1X5C`&K`&K*6`M*%9&59SHYD:8156X\,&@>-@\9)*[C6 M9R-56E6C=CNWZI5B6.(V=F29]+)CM:#CAF/"[EC`!#`!3#QAPC;$58)I"B90 MS$S68A7-J1)C*6Y'*]W!E$5OREZEX&$#7"O7F:XEL.,AP`5P`5Q/X+)5@;VY MFPZN%A>&7^R`E5OWHED97NJ599H"[<(VI&HA@@$T[42380CO308T`4UM19,% M-"&26'XY"7)IORW%"6M-6_DSG-UMO"N'.$D5<9+60%1U!,8H@4U@$]@4ATU5 M$QZ%:2\X6QP#+5[N<2S@B!#I`3JG,YT;);.;B%;4@_Z,ROI?E8NP8HG5)>J\ M6W"UT",$TDHW/,!@8#!A#&;I954R`H.!P$>D<"[M MMX20:_8%2N[Y/W%"1L6N2IC/4IJ1T2SE"=GYF)(')D!"V9.,2(\.Z>2&ID]\ MIZM71%-4O4->E&MYLC$V*?(R'G9_91^RS+^RWLDG`WTK2:9)RG_[G8E>+?3JSR'\PB!\Z?`XS2FZ>MK_&P7?VFM*8J7Z09>%MR#?*,K+W/WE_;8A$V(:WLSX%S:48-<,7(<3=NDG>D^^)FQ8SV=B$C_628I`\(=3QCXL!/SW@*DVU[MD2N>3F7'97W_[2G[+1TOL\&].BI,C3/H9>Z[A^!$& M)(R)/P[CX(IK9Q9FQ>D2=GLI]3._3\0HZ/\D(;N*:2+G\`5%A#1;9Y1'8?$W M@]'W,$O2!Y+1]'LX9$->%>''>!0&BZMO%I,XGK%1)/>/D_4U"4;WP%+.4+=%4N[7A8&Y$LP9,HS?(%ULV?T1):L5$B*T^X5A\"4#G.F M0=&#&!)6-<&"-\^P5[5_*Y>:!V^;%B3H&\/SE M\D$O#?7I"=WC!N8>Z"GO]S#K8EZY9FT]5)Y9C/SUZDT7FKPVG?P[CS>>2W]( MHVCQG0\7RD7QFKDVP^7KP^%V'X[R,?N3C6GA43$`1L$TH^^7?VP8PT\/M;H9 M]N1E:5NW/O?83RL>YL.%Z;YYU8%;=R47%ZK'7G?TA76YKC8/*O<`:UI5]>QA MQJ?'5>5N0C*DO)&#F+5FU5)YVCH?+.R$/PH[H;]A)QP1&I)9%7='UYSC).N( M4<17JW65H(>;DA25++^AMB<(=[O:\O@:]EW$$R+T\&`]%);G`3V$'IZ@AVHY M2W6;RPV_&%)`Y>&S)P3(HY;2"0X:!XV#QLDO.%0>%E!Y6+A9+8MPA"5^E3?F M6IRUE64^^75((3W?^@TNJ!D7N.(*9,@RC^``<``XX(!!ZZZX^HBR3.2I)(!" M.-*6U&[-H7[4Q*E^<4<`"A`]R'P^?W]K0!/0!#0WKK,U8!,5<42EQA>Y_R]G MP->A(HXL\I3JP+4TCGCI!O\6^`8\`YX!SRQX MIKSBI`TFFH-KP2S__N6G6?;N+@BF[[_1.Y[R\Y46Q0[BNUZ8#:,DFZ7TF@V\ M&R7#/W_]ZU\(^677!5^8ESM\F/_[>$EQT)V]^$IO/UP,>ORDR#^,/ZY[%R0< ML3>"8?Y.T7M]S]$GG,[UZ.%=G6B1TZH^O2[/V6)K@QSI*(_>1\C(N\BCHLD;P.29_#^)9D#X\ M+4RK!4!NZ%T0STO6\'TH[J:G2UTN#O0_5IK(QVDRNQL71_.>SKQO2.+`AUPO M9O!"]8UQ2C<#!4>I6C:';$8N>=&>:1HF*9FRKR3[P\ZG;Y-2U[".]FE,=LB3_/S[/9>Z]WZ M*E/6*6!&.8]8M+E_3@% M>;)E(9F58C]A7*#AGW'(`WS?\B#G;5U6BL7\L_-MM23,VX)=?$8UH^#MZ8LZ M$`5$28ZHM6(X"T"Q]682I.S*5Z#ES=C2PIXKN")_2RG#5KJLE574>RJPM';_ M?R=I-&*J2)D:Y_=)^N?;HNP0<`:<-1UG_5G*P+.RQ_21'VZ-"S`%T2+-*CL4 M@2N+VW^S61DEDV>KVW^OK6Y7Q04,>^P!(O8HV17ITN@NG$VNR&_LKO'CTLJ? M<_[(S/3>A.W+M:[V@>RA'LAVWZ\LEV11J'!>Y(NY(/-ZF:,5WX.]6',][J+D MAMGJ#\WS0>`T@'IK3;TO.0TGLNDK\9\+VK>,L*)AR$;:\;# M?O-P.I-E47MZ=I.%C(;2D"$^F>59(8@U,V$93`_8C3*F:ZL%RS\EWQ>5_A0^ M%\7>)0_`WS+.B4+^:\6OY(Q0V$RN[%7,9W*XVG?OZ3%3FLTB]HQ\HG9\99ID M81Z^/%&O[A=NW?Y[OF,8L1F\^QN-F$Z7&4?;AX9ZYL('J.HOF*8WO:P%0MHV>;FC/?0+2LKF\PX,Z8+UO< M;I:-+GZU%.;$\O^M#F:?)Q,S&O7ET3B^H>D#3W.\@>_95I>/;;D=JMC:YF@, MW3CC:/271]/K>I[.YL76G:[N>WUU8.K+T:BVXCX?C>EHIHC1C(.4=H.,COQD MPC\O*.Y@S3+LGJ7W%=W454.Q!SW3[?<>YT(9;,R%JEC/'W[K@QSWL*^(>M#5 MS+YK^9[5ZSK=KFY8MCM_6,/6>@/S^<,Z=HG/^HJ2#VQ7U_MZO]>W!UW5[UE: MUUT*MNLIFX+5-G1F6,CF59/=]0!K;% M1FB91I_-GNNZ`]/O*JJG/!\CTVN9^&BO,:JZZKJ>:>B>8_@]V[4T;:"X'C,W M5,OO&;T-TCT;+1T_1E/U'']@^`REMJ&JIL(W+-@\*J9M#!1C\'R,1IFZ>O@8 M7QF=[KB::6AF=V#QE#F=+98F9R!CX+A.3]M85\ZFI*(9R.]W;VD:Q/-J:-V'IZ]\"1[X6\6@BG_^18L>3E^* M;"KU57%]Y3==TX/?F4T[F4V6DGA";4]1---VE:ZJ&K[9]WHV,X9LW^AW#</:]C=0;=K,?F8 MS9//)MQ^H]^9?W1'7\37DU^F=G5OT#>LPYUX2`M!W8?Y>!X\\Y-X%*ZN.$]VH&-XBM>U;*_K]PW%,2VUQV2G M>*ZIJH-^MYF(W)3=IR1>+EZ],*7#/$DW9&4Y]L!5?4;5/5W5?:WOF0X36=_3 M>W:7V1]MD=6W>?NZ&W[WW0`]8GE0?$9WOJ]8`]]D:T*?B9F9ZJ;GJK;G#GHJ M!+RO@'>L+YKJ=S5=&W0967IL#1[HKLL$W%-]C0>WW+:L+]N8MKLL`Z;,%V#"\[C)H:&EJ=\4+B&>%0']5.JHI0$Q[#$:0V/K_ M.POSAX\Q/UQ1["T5NWO7XR">N[_9($EO*<_,^QC/)ZPTKER=!F5E&KJ6J:B6 MTNL/F`TY,%1;572E;W%;J&?HRNHT9'R,V<6OJN[:FH!Y.%PZ=9J6%38]W%7Z M&[MYSL$[",+T7T$TVTE)0L'TSEAUQ+C?91F:9@S,@:58?5?S-=O0[('7Z_7< M9X%')KE""CRXK.G[Q#BJEF!#9O4X+*[-K#GH:XJA=3V]R_YT!Y:OLVGEAUU[ MBNYJVJZ99>N[U>:9+7XY.]_RYA<@=&V/(5+U3,NS+;:\N0-7UYG-T=_"H8:F M6TX5T[4NFMI,R.D+6U_1?-M3O;YO^3W%MNV!J;&%S>EU%4/U+7>;S>$RHZ,2 M$,DP*Q*N;)XU\+I=S?/Z=M?7+-5UNHK&-V7Z`]?6'74G_[FF617_'2C$VLRM M^@_U=$@&&WLUK\PXLS0Y7QJ6K:H#U]$LFVF9RCQ7V[-,7=^YXF&JRYSJUV!\ M\#1[EN[K/;UO,F_/=CV^\UA,O-"=TX!O,>F9S-?!M5W'9G&D&C[$.+.Z/*LHV?X?G MM%?BA3Z3C#03HI4X(4K/59C@^VQ6C`%S.;OZP.=1`>:-ILG MY&6$G!X5,&V569Q&W^&A;MWV-,-W>;B;0<0V;>E`/-A#)8;=V54Q7+4BQ7 M[S)O?>!W^WZ_I]F&HC.?O:L_3RA=V7VP=+LWO[R)B?;L24BF5:`5/J MKZ.HE7EC\DWIYUF>Y4',SWD_>Z:O=!*$,7O?9U.9,@G/@NB:II/LB/-2^S+O MDYW3[UJ,6VUKT.L;EFXRRY--IJTXCF4QR[]?9%!KJMNK8M:.D%&MID_87M7* M:5FK[[F:ZC%3M:^XNJJK-IL^4QLHJJ(-=$Q?E=-W"+D^Y99[JN_U%,UV-8=Y M$(;O]U4VA8[=ZVD#K\[BL\HLL_0-^B9ONO: M6SQZ2[4LY7=_?."F_9]V7 M=L[:SJ.]@F?-=^PN@X]C,&YT++<[\%R#S9IIV%V[I^O>QJQI^QW^;^:L29@Q MZ!B>Y_6Z"EO7F%/M&:9GVSQC<*`YOFJ&K7Z.J:9C/SQ=9]2]>ZEN?OWFUP]ZL35-_Y?;R?EV6SR?Q)>&$S+MY> M^#T<4<:(+QR9.[4NP-.$Z:L.]L`T>H.>J[F&HELJ<[4=CRV`/;.K*P-F;6X] M<*>HKH!YVE<@\LO_@`H#VV?!M8R^,_`43V$.L6=KKNMI2F_0=9W^P.I;YO99 MT$2@I6:SL$N"IN4KMM4;\`U.2_-TR^;UC@Q?Z7LN5^P=>BQB1[HV$MPLV+!`UQ5796Z@KPRZ MJMNS3:<[EV#7]=2U[;P&2_!?2<1N$[$EN)K5;/7XN*^H74]S/47U7:7+S!#3 MU;D[U_=UN\]\AZTSH(DX/KZ_1.HP!4?K`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`9>3[-LS?,'KN$NNS8!O\=/],XI MP_>ZYC9FMFR7+8&U$?/G9="0IL,PXS_PPEGVER35]=F*5/1%\A3-Y6[W7%*N M::WG"S["7E$-782@=@VA<@EI+TFH[VF&U_=MW>ZJCF.XEJ^Z2PGIGMW;AEB5 M[V/831*1^I*(>HHS<'6UJ[,%P>AU'9$33E0Y1G-ZR[L/BMVA1J?M9SBE_I;ZZEO.4F[[:UQW?LS1>`-15 MEXN,JGA;JTO8;)$78?ZW;SJ,UZ;#-9DUREW=`0^M#WJN9YB/:[[BZUNG@TV8 M"#>A?=.AOS8=IF%;GJHIGF_:?5OW>^;2TF5NFV%M(W3=,86$'MHW&]IKLV%W M;<=TK4'7U'5WT#=]YM(]@6B]*91^("%E7/AW/DG+7A/>JX;:V_6^[GM4W M;'7@#2RK-U"TOKO[-ZINFYK>]6S+6O*5 MXNRNA&&[';<#QXBM/[!WTJ9E=PP1 MYT\Q>0=:;FM-E%374ES5LTS'];L]6V'VPG+RV(SNK.CK:!V[(;1)L[5S>!_C M/`WC+!R^>%)X=\]SBSGAW;XUT+M&3S>4;E]U'D.^MKUY5M04M@=WP+!D$.1F M[L_Z\4W;=_L^6PP,7>FIS";KZO92D*:M;[09=X1M\-=,CIL)0,_:?)N&8?N6 M[?4-S7-ZANEH2SDZKJH]EZ.F[-)1_\"E M75U=-?J^:>E:;Z#[_I(H>1K*%I>*`=X4*,97!U6Q#/=?\%[/O'8&?-5Q#$LS M;,.Q&#GHCP:@SGAS=RFTCBW0`#QIS&+%OU^7G1HM\[>[;M_8)6+5["@"X_3U M%O'+IVU,IV:I`XV9 M)ZKM#2Q#,3Q7>4RA5TQS9],,3>V8`FV3LXIXI1K>2^[(E@#[FB]B>+R-HFWV M++/'CSY[-C-,'$5U+&9-#]3>U;.MKN68?M_6 M;,H^[FX.!N=W;,&U#H+YM#*%R"3W+(%DM=VW=]FW:J.H3B&P!VN\PM(GNU?0_/,KJ-;IJ9KNF+U^OK@6*W'!LT72\FARA=?T>\_=4SU/MKJGS,-K@\4Q&7]O:']4V+9$1W19- MQZNI0[JJ*:YM>3S);:"9=I=OBRQ3N4QM6QJPICNJ(7!3N473\6IVA-(W^XK& M''+;[SI=R[9VFYYNIJJN;YF&:JG.3[ORZ'?Z&9M=9QRJ$13-[>"0N. MUG5\7K7,Z+N.KKI6UWQTKK2>Y>U,6'`Z0LX_8?).R//R+9=7+M#4OM\;\.JA MKOF8AJT9QLZBH8XC-!J#R3LFSTOK=RW5]55+L7U[X/8-T^L])>GU=U;T=92. M6HZK6-WDS2O)SK<5BY)$UPE_:^59O+N[E-X%.3TEQ#;HJI[AFGVMK_99 M6?'HB9O.P-X(L5FBM_N/'FC5\CXJ,M?K^4J??<=DZ[QG*;JN#)1',]CTMQV< M=0PF9($F\+XCJUJ>PER-;M_MJ=Q?'F@&[QAJ^/9C1J%M&3MS>9FK(:1"II`1 M'RC][-`D&I'I%VJW9S@>E[%F*I9OZ`/G\0!M3U-?J+3><0Y95(4.4K"`7]Q? M.4FZKM]U>XJAN6J7<;%F,K.E^YACZ6L[=YI51>THAYSF$S?$+;*]>1U(-\]_ M]]7RZCM6@L>N@Q4T3%W+.=0]E=DGAMLS>[KN.Z[E\.J9JM_E78Z>YZ&S&3*V M)F^>153R3IGPEL6K4];5>^;`MPROZVA*SW-[FJ;S*>.]//KZ\T,[.[M\8,K* M[WVZUE*'F9V6S=:9@3$8>(;I]GG]6K-O*@/3T/S^1G;OUHU@S%KY38C71=`M:QDPRU M!GW-,[6>I3A=T_3,OM)S^H[#%BNWZ'.I_R%`XJ^.5&*)'I`=^$1)`]7PW+X^ M,#3+[WM*=\!86HKN_WNJ;*OL+8 M>IG%YYM]F\G%VFS*V3"IJ,^EHG@,;H.NP1PFPV$&HJ$9WC+QSE8]KY!*LV6B M;KBF.T]5LP[1Y@]"E3%1+=^HFD\W#:>MKBWI8:,[KZH9M>E9OH'9Y MN0JKR^M4+9)D',O:.(DCSE1]=22E26S/YKG[$)%F:+Q_GV]Q^]Y0U&[??JQJ MX*B*R=3+^$,U-AH\5SL0L9(\O`VQMHSU'[ M:M'0\M`*&W5=LS5$]5^\KOKKK;7>ZKDU;74OC@#"I-V:KK'4UQ)<7RU M-]`51[7[`[]K6[U'K/E.M\LFS?E#_1T4>"T;T>E89IH.X\3V3 M>W@7A[?A,(AS?\R?Y6/\SSBEPX2]S73R.OC1I3&]#?/L8_:5!ED2,SOPX4N2 M92&S![U),HOSS[?S2](1'2V^_;I38*V>TU5=T^';#@//L_1^M]_7E('A:FI/ M]7V_N]$0_ITUKYZ_ZA64,XYGPBIJQC)_BXYZ,^8YW,TWD>9`[D^F4?)`:?&E M+[-T.&9366!XG_-LZQOLOJWW'=^P/*WO6O[`9\;I8[T"TS6V9>=:MJ*NRN.X M1RUIO)M'))_GZK,%IMO7K:ZN&0-+-;O^8\)&SW2WE94W'4.U91WO:P?356-@ M6Z9CNLR(M?H#SW`-==F[@_T_:]MX%-(^E_A95]W&Y5[,&;@%.S M5<1K=_9VDLS$5U>WO]$2'?-.%KV4%(_WK[\&*5*R*#]D4XJ4*%/)Z$40^-#H M_KH!=J\9YJ_930-$67PNT^N%X:U7_[VAS1?IA\%T<=U]<]YM[UYFZ:6O`?"(_; MY#N>X55E6M<1OZ],GP58'R`C]0OV3K\"VO-;`/'NGUE9O,]WB++%BDD+Q%AR M,%DJCD/2Q/D*1G:U;GO(*/,540;]2^N5D\P^'X@82T^(LXD`/]'(&!'IDY9C MT5AVQDQL`N;M$%8H5QGXQFCKZPCNM[4 M"W7$I^Q+-MZ=#!.)&7+,8."RCFFE%T?*D.W*,-LFS`]5)SHO]!*:G;I.&%5U MG9Z-_MJOZPDXWQ#Z;C/%S_DT#_O;-A_-0MT&=WD)WM"3#[MY;G3,G"$,RQ@G M57+&)OB$R;K:&/QY$_%,4)\S/S6I^6GLBW*PLJMBZVE8P?8@IF3I42_*<'AB MB%OP]#@S5K8Z!WP<5,5MGX+[/D:O1W7_5,:(2W`*64(;&99, MNFIG_M7X716C859.ZH,FF^WLD1@K[S7X;5@P>*FQGONL/#;"=QC12:AUWLE7 MV.G$YITDCW12"L2`$UL2@YNI/$JX99[%(6LRI:J;?`,ZB>/7=_*G\6`T"T&: MCT59Q7VFTS*_F$W#GMIY\;X8AT&4Q6A4I^2H2EIN-K"$&L6M15H(K&/L!">D M&1C&5J\;&.O4(.REX[L!XS%1E-ZC&&EJ+`J918V0LGT^"B#JI'L,HD@.&0ST M"!@FT<@9KZ0-@L]C[N4\&AR>V>3==2D`K@/&8OG89JM_ZQN$T&LQ#@?G[A5< M38;U::AT]#'-03N:]":?IJ,GS@$JQHRQ1#&'#3$A@8_3C9^-D>OXV43@SD'I M`X(5;0[K8#"[GHW2$*PNT_%D5(>\A_\[FTS#Q4_@ZQ7`:*C@W"=!EX&Z%HV' M#5R.=1>QZ)X5.2"`Z<8`_YI-TWR<#5U:AD#_DZ?$<[!52*`'QTPH)LK@O,R2R>S\J[JT9-G[A/)3!(KS7`LO29(L@9-Y$3'ASXA MDM(#MS$[T:N>,^^%]8QY0SC5'*ADL^ZQX!VGF9#XD&'=?-EO(J4)0">(311# MQB-I-6K2O%#X/.GR78HE/F0X-Y?2]2T_@2LX-99H;SURQ'KBG;1M=#+12>>) MF^^,4;T(4TX]PPD**9L))P&Q6+8>+J<=C4H/V=KC'6E3:HD36"CL$I=8HSG" M[JM460,B:"BUB3&>QIBS MIA`A4U)U#!<.9;:_)T"7M,#[;/I7`/0/.BXSA\CZB_)*K%/*/: M(&8="')LN&]/?@DAO%H3FA;RD,5Z<_?VE0!;"LK",&<0E4H89QGQ+7-8&S:4 MXI#CLJ\"N'^]D22.)<8'58VU(/!/W&9=YEYW2[]]5]!_3,MG2#`V1'LOD<9: MRR3!#K<)XH+&>.%&ZO[BN+D2WL1IDY[HQ&!OE&"QD)A8V@9J8[S.::-<'++* M?<$&V#8U@@%*G$CC.`77&<6<8YHT^`O4%>?O2R.\+*J3.!-31:BFL8R=4):+ M]@D?<)<[[(S$ZP^6'0BLSW?:>O:.=1(248>ZS`"X-"0VOCV\+F,FN]XQ%M\' MT!M9-*0408F1+!PM\(PIYMN'UKT0W<,I(H[%`<.XN09^%HR*$:W`DBGOO1/4 M&B(6L1IN7GIX:7]QQ(\<:Z$J5D980Z7GU+(DQ+>;8(O0>`O.I%5$*$E5<]K<*M?U@!CB_(`!W3Q& M\GQMJ@A'!!B4,UP;R6.D=:M-O>Q2J4/6IIOC^")M2I#27`DJ8^P!2"P2*1I( M*>L:*'K((>C-,7V6N^-UXHTRA'BP3-8*1C%J,`QU+-0). M5[V]K6]T`7C7#2V@BFJL0LL_A-\VM_D!.KMIOT7/ MW:Y^?A:"R/F@;LGF7_)A-AY&-AN,TK)BKKUU/8C(23Z&]J=GE/0WENJZG\91 MIZ,;MC,H1D5Y]KMZ*=6]'88!9T?%;M;,3^GY>#JC^GUS;O?88'>8?*VO[4338M:^.;6+DQ8 MG9HK2J>5\`U&Q:02S8O9!'349+++H3?*8C%ZPGL<_>F+M?-6M7&X[J($Y+.T M_/%-0./-#VT'7]+;[9J]ZF'^:/$,?'_F>JLH![89_3T=5\8(UU(%$E\6L\]7 MT<)*Q?4WE9&Y2K]DL#P6.3QZD4)%Q=N8]+2>Z[P::TU)92)_`\8\S49W/9E! M)2/XT6@=T7FA*;_*!U>`=3"'BYR+01D!J:IX?T3KR:)!3V=ST[F8E$E],8S^ MIJPRJ?5E\B6F;RFA!SE-DO!`#8-QGY4+Q;PKD_!['%WT.915^8ENZA0> MBY&!"/8WS.JFF-"W#.&#%"5,MR1*NZ.Y06[[Z/O)'1CHMSNDYV!]>L7^(=D/ MK/!ZGFZH=JCF.8>BK$HZ%(1MVNC>2917*2.79K*6P'P\`,,=KKJILG?".HK< MIX\?3Z-/61:]+Z!M%>Y4LC,%TCP+O*,II(*6^**\CC$[^LY+]RUD9BC9!UR>#V612N8+CNG_12<(Q2-IE,!"`^&>S$:+95JU$)91:+OR9,ML.!MDU7(8S4]8Y+"2 M+^ZV8C-$OS;C+7CAY13T`W2PN+R$X54=KP?5!GVV,`Y"^M6_E8VNXK_SQ.'! M]\[RF^E9-/;+!M'/Q?%\.X_)I$IRINYT:A4 MK:U(2_BKHQ3TYQ0:#Q'W2:US08,"-M.LK>7&*:,$<:C0.J\R3C6X*3QOW" MV>04KTU$U@:ALMJ'J.(HC??`'E?VS>NE/8&'XO>K8?[K:UC.'RY#J:/Z[`), MWFTH#K=)Q!\)36.MD&*QH`QYPJEHGLHCRNXVXM^JP26CT7P?WIQ1NJ(H3_K4 ME-7;SB:!S2ZS$E9\5!F825`"+>11B_E9OW:@!B#0FJQ\%01+=[[7#%II);Q? M[MHX%!HC^Y20?-^\V%!H3Z6UKBPOQKJ^+=W+#A^": MR\.7#,SJ(!W-9^BBF$Z+ZW<7Z>#_/I<%F*23N:LR&&3`4.XO@"#MRV*Y_+YN MZ-Y'M=R$3Y[L_]):V1)UK:Z['PKL.N?WS,.]J3@4]`KHX24HQK.K?`C:I5\O MY>$(R0N!>PD^#X*]+T+V^YV)U2,HO1",2NAZ18/*4[EU0/9EZE_DQ[]6=W]; M*KIYB&\2#:Z`?@#Y^],`*&`^S89_#E[-H)A,ZSA3]ENH_?3$5M26E=$WIJS; M[I(W_6.UEN?M2@VA_K30OJR4KZ)L]HCJ?#4M-)QE01-=%B4X;.-H,`,?=3RX MBRY'LQ#AJ:X[4LL]TE:]@OA5U=B?T"G?F6@MQ&1[A+/WE?OG(]?JC6L5U>Y: M.AB$NCA'GO4U-%<=9)LC@6]^BZHMU*C923X\!89/46\*[)G@'/78/M.*;8*X M>I[L&/';*^7VS=`R*D^W+UK[LJB.0:YCD.N[T$\'IX:`7(F^!>5(GO;9^!]C M8$=E]KV1K1HG23#9!*@CYSIRKF.P:[]5U#<8[.K/+3P&NXY\;:-@%SGRKWU2 M;M\,_Z+\M/L@\Y%X'8G7,=AUP/KIX-00.8W[DI-]62E?1=GLD74_1K..VNI[ M8U/X=/L\?5_6X)%,':-8W[YJ^@:C6,0A\)2?8D8AM7]MM ML(@I+.)A,0N/I+]&Q3TX&_.[58_!=_3%'DAM=5U_SWP^A>UK'@K=!I1;.4S7 MWQI_,9P'(78]$NH?JJP2:W__1,Z4IY.AW$^?*P9$8DW)$84\5LM[K>O-C$4F+YC8:W@DR9#C/XV8=`XI,YA_\U MI`OZ$B;G(\C@X.X9F65HK#TEW!+AG+8Z9L+SIIZ;CXG>66:9AN>MVH#J@]6% M<2\+5TBUTN=*>7VRL+T82_TV_+Q)P+:>-#7"$RVDIXJPMVNSRDNETY#'_F(Z M.>TGVU-[UW+IKE4>OGG2IGF^Z7S\I<@'X?UU^'W5LV$1C8N0CBHMX?NZNL)I M]-_Y]"KDK;H)&0G!O84/0WXJP+YJ*+TWG`L8SC`,I\X6/TY'=_^N[OQI/`BUH#-@W-7__UH6D\F'RY!\Z4&=\U"-+JF8C)-$,R99C+BB M6#=5$!U+.E405PN@]=GY7<)"'H=%&LRU\<0ZS0S`D%!O&L6L&.>KL*R6X#E4 M6/`3L#@F$PY_&(X=4T)2A-OZHQZ[KM7=I;PLE4?_5"=#75>B[>'R58J*F)`$ MYAI+F5#K8MV4JL&)7JY56>=:??,7AE8K]J[IQ0NZ21_I)D/>&$8)TX1+C+G0 M2C=5]52BW;INLNXT;-[-9/"O61Z2O#V@8Q9,+OQ\D8+^8YW1M2TO6C6Y]/4H M'7\89UV^]]-[OTR5"/)G143>#>L7H\2Y& M[X2/O%"^CCQ MG%C3*&,*Z]6OFWK!),6,[?W4G]^"^KO[9U86[_.G@="2*`2VB#""%+*48]N6 M+$ZX9&N`P%1"-^6V@5C5`$VJ:#-*@[*NVFAQZ"!T7OP\3W!MY[FM795S]RD\ M#-'661!T(DC,$HX=(8W&=C%%:_!0@@@I=BT7C\*Q5+.R@\Q3"'B8=E@!V&#C M-79*,=86L#7*K$,`2\REW+I$=)G$_9Y+4-\4E!?AQGN)F)>4MM6,P5=?TW/0 M\N#%X[V2Y==,'E<)3;!C+):8$8VP-791?9A\19.VJM5WLYR!45*'P,YI,/&Q MLM+*1:E&X##K\4!LZ\NYZRRL=)PBY\$T4TYMK+70B36M+"?4K#-0DL98[=P\ M;TV6G=-4Q8D`2Q0J.'(%_[6JV!&^/S9Z-[*,G8^U%<0S9$&62>)1*Q).),D: M/&(%>F#K2[L;#[C?\83'#OBT\E[3A%(J_<*F)D2OZSCC2&*EMMCS>3CY[^D8 MG_CL@L3]1957&):*G3.)E6!'98R)\"81P"P<.%F"H7@=HPA>XS:E^)'!/\$W MUWY=4\[S;%QCL9V%L:WY\=093HE$2FCG!?`$'POPA*FUR&-CU_$=0ME62;5>"KM.V68!&4&D M)5[(..%6.HT<.Y?"X0G8KM@Q;EG/&&"8HJ=%52VP04@,YV0-P92_I5&\B+1?M9TQA8[ M$&=-+8S8"*!D3C0RS;D@>R33#_':WM:W0%XIX.@(I-N#D\HQ;N/AB2')'@G$ M$YMP2NA'(Y1HZDP%7+O!'.;1IAYK2QSWEB#E'/(+6GM MI*NPOKIH][U5<%\RP-E.L*<:4:6D4+`Z=+/0F:>V@X9$C^Z,[7!Y;`$-0Y6S M_\_>M?ZV<23Y[P?<_T#X;@$OL-;V^^';!.AGX$40(N4.$$"BAN.J7U=55U575TDP>E@+;12)W.#RT,A;%1#B M-=^4:'4B:G(`,!2V5D>,`Z(L&J,P,7B>D$&N)AJ4\%.QG(V?*BT!@R&^$M(A M,)'22.RQI'-KRA"K28D6Z^.7X[I]#20SEQ%Q`1D9K`5;"=J#&..J$A45*3XA M*W+`LXIE7Q!":^^#5EX)3H(-5*$*$N29/F'M.10DVBL"HI.=9QSK+3;0A#TCJ&M.?!(#"_\Q,!S'@M/0`^W3E(3%/P*`GK MPF#GH8%I&[FR?G[^::.N>_+ZJP-R>>^5TNF`=/$-SCZ)E43C,6M42"&0@;=#!@S^&H8VF]L-.< MT$`L1UC@$"+5N#SI$)8)A^J!W2RK?#+KU2@8QK%8UK]YV$)B1(93KD!X#=@G MV(1=+",P@Q@5=@!?5;-A'VIY5D7)JN7?G+15E@"%;O&?O/-35O1^+NMH>SX? M%%^R4JCON<*S)F6,-';@#<8@&)/.EO7C'"M+0Y12.UJ_A"-KC#Q*T)[4K\FE M.8;!`@8OC'<(PD.G4:@<.,6$K%&_FD0Z+/5K*K"8D' MZ-B16/P(L>"N"^^X%1#TP([IP5TS52K).E(_#B&U(+!98A\[*:4B2*(L(HKK MB=/M+*]LB@V\%K$"I?>IXJ[$5J7YPP^3P?5@C>*@?S,S1U4=_T+E_];"+@T# M=$%-2PLCP#.ASH#5@>A

8%P.BO[@$M2K7SY[V1]6S4&V M1$+S@*R)4CAK`B[OI@19K;3GMI[OW0>)!X@^!@QK=A[IH[*,>L:),20$:RVI M2@,86,4D1+843PXS))$ZVP4*@;NF"?!:5O;&/&JJ]@H^4=% M9HW2E,E_I\`]X#HB3UQ9NA++:B"&A"2TEG+8/^#;?X+>D^#A;K3*H%-R=2#(Z$!&?,"G#1*BPT M>,DUO6&K=]_."8PU1L0:J23F5'DM??"4<:?G09JKMQ?8T.$X'A3;.%_K[L+" MUNH1*D^8O=(&8XB]8Z!,8*,U1[7C]GJTV@C=>X#1E/-E(C:&:4\Q9(_$`/#X63=O`;(2XF4EP M&H-DDB`)/$HA@O*PT#4_Z4E9#-->W%M+KW':<6<@K+1RV7D4EJ!$&@C=XUD#< M8H"G>>800IE=+>W]Y&W$V8>\,YXTK5BVTC]GM\/\W96YO>T6[;+C2WG6-![! M1S\7-\4HV\WQ\.!V,6RDMV6IO>6PO'KN>%!;RW_A#;,=^S#Q!"BMT0(.KCE3 MA((-"Y$+QQ;J0H-S]90MW]!5/3.8UKDMSG,NHK((*4J#(3*B2IDLR-G)"M/' MZVST6W_<[;RYN05&IH>PQ9?2*GW(1EM>W/&(>BR<5$*8DFU;=K5Q2/(`VP2V M];(WO5J>LAN5JYQ.^LR]&[SI70VFYZ'PW/0[#9545XVHL^YE5H"M<]EMV9%L M7<$71]AB!/8&(F'D<5BHOQ#"UGR@\@NK\#S,VOX@/%P";*W@Y6TL#=IO'7P# MS0GWL.)/1_CA;JV4MP)D5-$$@Q&X;X)85IU50<1:RX:_PO74S2$7ZQ`\"RU- M)-QJ[KR52!DR,@A6\O8'V^Q M=A+0W@GM.%EI?B-@H"/5^IV6'3]BC\L$7^/&N!>CV^:"` MK%#@G#'%01RIB^[N\A]E]1M2JSOIQJ0UQM$:ZQF\0D0QAQ'%L$,*YJJN+$*4 M5W!KZ[*J5,?G:(VZ!0<&D2O&K!+24Z^DG=D)+@,+-4G;GY??)CT^\X[YD@^R MS_DOXU(3)I5C>6=Z7?K=>#0<9;VR,^G=6[8_"F9@\8RF43#J#2><8%%=/19: MW-L3;&6U=B3U0/RN,YQ<2.H1-H1SZAA22OF[[.M23OX\^%T7SH"Y8,02(AVU MDH`@B_D9=[3AWDX<1^/WW=5#K]EZ72U6.B+$D*<:T1`Q;.J5ACJ)[^OI,#MZ M6L?IPT0VS.&:E11!8:(19V7?"L8HT7%^;F#54OIBSF&MW/MI.5QCBY@55")& M3:006TJA?56-QB7G2Y?'YZV;].K><0@.:]^RV;!H;V]K`^=*@WP2Y8TI\VI5 MHVXAL`SWV5JJ5Y-06Y'8*'=KY%-[2[R,++J`$'!I3=5%#MQ4*N_K*\C4:CC\ M=-RML2^8*TEPV:'""%56\N$XO\>N,([W<<=7WQ&A0M$OY+BN3-UDZ MM.A'.]@#.96:B1@X8R8Z6^5RA.;WV4XAF.8;,K9"79-\U1=MD2]<=C7%&D,L M:XP@VGL;YGXHL_=93(P%5_OPU>E]>CT[C7EW"U\J$UBS7/=P=D2_W3D24MC% MLI$P+O4)1>W#7/`8;`'UVJQ*IS8@90^:'TN+.0<*PE7`&.PSV`1,[^X^&B?K M-,^MW'8T5QYU[`]\?_QI=#7N5MW2PP\Y3W71SRDD0$ MD5IUY;?LC,MKO"QQL@.!3;.W;L\M:T`C9Q8%;JF*X"*2>2(AZ@<*W4Z'O75% M!F6?7Z-![6FPX/!#'$?F@9MW]40>.0I_'\L4]GQ@R@8S/A1QD@5$0GDI%'2) M+W2QHDZ1H\WX*&=@B'M&8"P-@9K,P%@ M?RKZ\20FYH03\(SE")V1Q9BGW M:H#Y[;?6L-\M.JW_F58[/2='"5V0QD1O7]22'W4"?L(AL?)Y>U*.WJ(-'PPD MX_:,W2DL4W8I^5,GF]D^(53/UR@]'X\*\P8]JG0.=Q*;_7GEPI/=><;.T$O9 MG'E)<=#.URH]'V^HP<*`Y`R=QF9_-JGP9'&:RWB?G>%!#1J> M-=B'#_&3]?HN_25Y09/#E!RF$\UU)Z/TC%-+M+F2R5-1C^02 MG5/B^H2`.U^S\WQ\H9>ZN3K*5'OTO7M*J88[.4-;.4.-A?BGH@')&3J3Q/4) M87:^%N?[J>$^8JH[I91.PQ$X$(237VMMH59SWXTE*),YVT8;*6ACIS\N6U+M M^FDV]7)'F4UU]IE4PB/C-@!3@[HA3X::F>%"P\.;/JS'?R;-[M]=E9,>QJ-\\&O_:O0U&VP_KDM83I!SG%I;CF!6 MB%33N15G5M7FD3"QU/CT46)V)WI-MU""K3`Z*.I=P-8@ZLB\A;5F&->(UN0( M1*_KW"Q5H%P0K87W'DEMY;POM3*BU@/TKG'Z[D0OSCVZS'M#^/#G_G"'T>7& M&.E$.44U4B%`2*H)+D`[$;6A9H3R!VE_@*:]65@WEXYJ@:0,D7N)/494!5>- M8,!2UP2=4G9T%M9-&:!*1(6P<11'$'JAPWR`O-&\WD5V/O9Y3Q:FL_=*(Y5? M%;V\,YN?==G->C]EQ:/K,1\^4__JT!?#=K<_'`_RX3U_71I=\R]@K.P`G8WR MX8S1':EX,K=)S;PT!E?/'C):&_UQ'=`*)3PQ8H^6.2E+CL#T>#?%0,)B.$%I^K MP4-8B#$0AEBD2$0>@V:<1\LU1H)0"_#HYX%.]>W9E.M%H6M(U!AAG#&P,EQ$ M4O8>-VS>O]MJ20!+BA.8*V`6O7O!Q(Q2R\O!05:;:$TY\AP$T\2(D+$6`YCB M>6'9O$E\`%H0R<"CC`"P9%0I)3$NH976>J^P:$+G9Z/(RMUHU;>9F*CM)Q"% M:(@56@"]W`MPNAR;#QBUJ#:&EM"%K7(=-?O0O:Y3/,7:>BP(F%D/BXML?+W>B^+I=_^*;W4[_?^5ITNZ;7F3SRIC>"OQ00>YCA,-^AA[H,V&GN M+&P*RKI@M+X;.&^0%4_>0_V@B;#IHM^!.&R]+'KM[KB3=UI%K_5+O_>JFO4P MQ?>OKUN/!IN/R5:DY^])I!J9[=F=GXERZ ML_-S(30Q^*0,GLE1S'D=*21\[LBE3W`G:@V6CV?(UVRUC?@X;CP$6L'-^9!W MIR/AKXO;5#*5Q.\XXO=QD'5R\+C^/;F^D*Z#)MD[HNSU(;P^:*'("15V/3I\ M#,]#ZVH`U^23)N5W-B'H3HS3O:SRX]N\N@ M4S@4P:2Q3>E4%.'07DO2BV>L%[BYD<-)'Y(^)'UX?OKPW,Y)&G5"%PIJ4Y;@ MA`S/\^D-\)(>(=5?%Y/#Y0Z>KH=2TKRD>=MH'J;->0-)]9+J)=7;7/6.T47Y M^U"]E"M>:'3:>HE18T8KV:9GG`E(&>.D%TDO[HU'T_BZ1GW?I"Y)79*ZI'SS M)D.,BB_Y<%2,R@84X,KB%'^?DG%Z/O$W2E6?C7G#2;62:ATVKDPJEE0LJ5C: MO5(E\4X03IM"I6C^"4S.H0MV+(7Z/K)K2=V2 MNCU2_7R@`13/=_M*V>I'LM6SL4-W6CB;/T1:+S%)N>N3LF7/)OHG^D*D\#_I M5M*MYG5+'&.@<]*MI%O?H6YIG=+6*6V]0P.,E+I.A6BIGCFEH)->[`(':BY: M3/J0]"'IP_/3AY3C31TPSL[P/)_`^"4[0F?(=/J;-"]I7NT:/CY"OC>I7E*] MI'HUU>.I[U/J@-%\!XR4!$A)@)0L3LFQI!>[[,H-UB-_'WMO4I>D+DE=4O.+ MQN[IO<0TQ=RG9)765?H_GYB<-]@.=E?03D49#^U&)]5,JKE5NHR<@')^'SY* M4MV4R=Y&->4%2HGLE,C>&ZO)KU_S"4F?^MW.\B7#UNQN(6WT;F$R6=MLE12V MRDY__*F;[W4'>O;2\HG3O3C^9(BF:^#W0OY^R@#]N][_FB$+8#6+7KY MJ^MII(P)^LO_+:#8SGNC?'`".,Y^_L??.[U/K]UUUON<#]_T?NKW.U^+;M?T M.I/SOC>]$?RE`'#-<)B/AA]+G#\".[;;;__[Q__^KU;K'Y,7]&]N\D&[R+KF M\R#/;X#+2R"X7Z;<>B7['_*K'UYX@A![S]ZU1WC4I_B/\?#5YRR[_>,R`RG/ MAQ_[#AX>9.W1&-XS&)0TE6\RWXKA'_"O_/&FQ*XWN>R2=>UX"#@/AV^S]G7Y MP]M)'N)%J^C\\"+".UY98Z/G6EFLN>3.*(:XE`:IH+E@EK[X\5+^/N/_(?)W MX5"_)V^S/W?CT+2_%?T;UQ_<]@<3/FM<$4>P"`91I!UQ(B)!PI0KQ5GD`;BB MA^!*O:=F_/E07$FL+`\8>XF)TMPXCDG%%;6.`5>"OVV8K0A\8?R>_?[1'X`E M2J1EVFD;K>*<<2(-GHN?MQY84DUS-&/(Y^U#+11GAF$59+!:"!^BM0I5"Z60 M$H<2/_&>_G/:G07]\6V/26:>P\L1*3B)#CEA+*R:]T:4N\L,P>T/P"6&L,)EMUF[&/VYK*=ORIZ)[\F<5Y]_&KWI#4>#\9RUN=[E7_K= M+^6;!GFG&`$'11?>MZUV=O)V<9-UAS^\>"46L,"P[PNNJ8K:@]HJC>E,C(5` M%,.CXUXQ)7H\[+SXD:+9?ZOX/,K\?FA-P9H8ZZ<'S$;",;A*C)K@E=:&4S<% MC,D(V]4J8*H!P/H]<)XO!_E5/@"6?AV!G^R+8;O;'XX'=ZYS?2>@DYU@@7@! MM@HA*:CR`6R69X;._%"0/NH!XL`;C'*NJT)@(_W6-J:AZ+7`3E\305\T&0D]O$Z;XWZ)=6]\>10 MM'_5&EYGY;0P^"GK=B%(RR".FOPZG#`VNLY&K:]YZSK[DK>R\>BZ/R@U:M1O M%_T!J-C2]?5757+ZC^KCPK\N?<*WOKRM*?WQ]F5S[JBR=*,L5/H_$;'4K&YY959H7O1SU MGVI=5J3\.9N^8-`?]]X6B_A^W?LPG+]'$4P?$*7TYL7T%J72GR&@S3\CFKGN MO7THX[^;]*?7.>Z%X;08S"?3V8O>ZXV_1S"1/V"&0`W!PH5JM#B].FI@>(>K0K8_><-19M&ROG6>G5O3#_)GSZ2`?@B],D/;3KS&WA`G*N-APL/NFIL%ZBI^N/!QO$<0Q!<@,]:UD=/W%6]WK< M2\7;Z3WZZ,<]!`SR=E=BOLO)VS)O^\\AOO92K>U]/N;)D]'HX?O)APPF M9O=O9\/K(>IR;SA&@O%O!!J#R>U=?_S0FT_[XUE_L"@IC'O%7X.R,=Q[-]EP M0V-7OI2^8+VWP]%HTTC#8YDRN9_/YBC>'.W7*+XNWLXSA!O.UHC_@`&F&`T1 M@)4("GF1H]!@,BZW4I1+;GE76;"9]_]=E!S$=XR+Y8L9Z'V83$?7'X;716]4 MW/1'/718N=PS&][>C1;%G>4G%^UJG;]EJ:5W]]/L6N>EH+.\BMN[\LO>32>W MB'-OAK/YLD*T*"1=+1;SZ,?@6_:W*LCBB_?(Q!(H#>;YM]1P7L+1_FV![[]> MK*Q$J8]O:EMF,2UZLV*>E0G;6NXMV[3$6NEY6K M:'?.+P[9`K%WZ7:MW'MWC]RXFKR;?T"#:^Z:F"T:$$C`M.C/BE`L_FVK_M;E M[:LYDIZ+Y:\1#Y0@U6:22^%<%3>-,GK5)BHV%,3%:LN(::D(E\P+'ST7SC,> MA5:Y+$Y)4$\+XM\SD.L%\>,(/BO/_EY,;J;]N_=YX]0:EUYE3;2W^/&#_@Y& M*>UXT-$KKCE-QD9!,Z.8-H0"CZS1:M$7RR;6(9N<]"(@7R*U6IKH++$&_\L5 ME]&X8)ZR2;#/ATUV-NR_Z0^RG]K!):,U59![S3JY2)@2B2&7P&K!&5&--A17 MGQR73NRG*.C@O>/2"*J\L!'PC]`R<*-DA`;'*#FY_2W:V+]BK-NC5Y>(%Y*) M:,$F10,UQ(JJ,PL)W<6/;VC=I7[\Y,.^[X_K8OC'3QDWQ!(VU$WU?_01RQ2S MXA\3Q#:_(\\Q7(7);3&;/ZKF(VMIXD8&$0GZ_$BB8M56*RD)QH"\5+)CK4LA M^LEL/JN8NW-O2U>Z$@2)0%4P"1TV:@S-"V+P+K,0HD4Q&8@(J M4*8DTHI6[@EY2NN)B3Q2?3.1I9&F8J?F^L2=EP$#IXK2*RFTJ0C4,32$>3D$ M'B!%HD+>>FL"M3?;`(%6W@?V MOC^]*79)!T#R8"EF2=H"0JTHR9)P-+[$&QDEY>9RZ#X@J*F0B%2:8_YG>(#( M:07'D$ZP#3C6B7B?:7-'B)>`XC$HC[7-LP#:]@P MPI[+(?9`W$:3I3$8(D/0!C"D\!0J1TV539<9-0]P5"()856RRDD"U(!.KK;8 M8*1M.F31F:?:XE8H+C/:()F1)FD1?*B]J?<;PB7K(JCSG_G/9[`OHH-BDA`? M0H*(&0-U2V>BI*.A(1(CNS&O8V@]0/.\$BX$'J6V"(<4T\XOS_!9!*2L85JT MBVR#_TP[)C-Z(2%8Z:DU@(E\\L95E28N?+.(UXTTCR+S8,V-CA@3*?4\0O*! M>B(KS8TJ-'(,2E1GJMNN=X9P@0$,K+*,*\$0CE:+Q`2!-@72G2]IKW"%)(-/ M.A)($M?GG4@U)Y-NM*BHO$"U.0)(49^+#Y@=.(%82@C)DZD\?32ZX10NR<\? MXONHH\PG89)P'FF5,VO5&- M(E@G]:4CR3ZDH*E]\,Y0=#+2.TVY%J:R7>K9KD;7*,Y\90" M!$$%I5RY4$E$.-O$N+2;XD*&DU4D#^0Q^HU+2131Z M)K'[JW%P2`"P:$WD-'%MC74!X8)F(5"A&VK<"4`XTF@/*=1+$U-RX"S!_,*I M("N7C!F5L`T-[J0*\4RA'N&2&::4D8H`D!$J:%`V5-+EB;MFK[<3LK?FP"I: M3!44IKLL10_!I*K.C(X4:`,158,>NECD.64C##`?T:\(C3Y5ABAYO>,#K;)1 M_^ND+WUD`#G`\G#9N5!D&`N&.?0RD=:6ATMH-&JAFSAYGI)N2A1!@0$BP";$ M!@)2&3N,0GB@&K12?H$0Z`A5=IYHC[XC:A4A82!1`)6,`PV-C+^C?5J=EW,T M2(DIFV61J>05-;;N$C&N&T&DH[UW6Y-IYZ*D06M$H!CB#&>(9BI1:!<;^\AX M1Y'N6?9VP'873*]THL$Z)A*A1H*NY\9PRAO!0W8#7[INHBCTGRX&0/-B1@I% M%.97RSCNA6T4LUE'W;NM<1Q72!,SF!\DG0)F@CI4HM#1-_K%3'43QY^5$>VO M>89'CQ$\%W(9.&*$X(^(TLIF7XMT(Y-S5W>]8`N=XC@%`!+.AT=61W6VM\4:"6![3-B)2 M2H`KY*;>CJ^B:^!(#H=$W_5Q9OE_OY0,KDX1_/I^6LS>3T9/QCV^7!3>MDU% MR^[OJL@3"EY-YL4LW!?X'H4K8(2QIF!>ODJKB0T"+8$)C/0J,ATPB*5Z/P/E M8E4R^=3C'PNM^&-4_%F,D`4+VO>FK8T=K\K)5Z_?A?[#+$TGM_7A[UW;6(X= M$K?6WW24)@P+H3SAP)P(K"HR,JI=GF4I(6RBM&W9JV0NC@7^VO]K,0O9#@;3 M^^(Z_G57C/-,KPTS`Z%50R4AG.5!?E'(R*+7T=5S5)W;D'ROU8]VK>4YJ^9; M5DWS!$:!,%X'#D0)-#)1#POEJ=E`9O+85>?1)ZX8XP_SO%L)WW"_.-LZ^VU6 M7/O^:'`_*C5S^=#KMZ/A37E`U/=G[UU_E*6'7S"Y'\_+N='HUA?#)_,&*%3J M8J/`5M3QZ1)FCV=!9QM>7=/8U7U6Z\_NLF+P@EKCE90\LEQ^4JIF,<2U]O=B MR-PW/Y(7A(M''G?/N8\N*'XV06T;03D<;QY!^=0M,X%)!PG.&VYBS-E2;>E" M^U*#F*S0$%^419Z&0+= MST+S.=Q\%I)J$T`GC0EEO3E#@S:;!4J,^I($>CZ7VRZHP`.FC`AS:33!.V>< MJX^220.AQ?($_RJH"W6E$8$D%9@Y@F<`5JDJ-EKAB&P1J)#RLQ)HF=3@>SY] M3\KS%1#4&4H<")8%)2T!2[PS6G+O6@P41+?R7&7PQQ;G99CGGM"5>6=S!0LE M9+V/RBI=;\5E,GX5YX6("F-YE$Y3SWU"7RMBC)P;UI*&=`R%GB_,5\7RTH[A8/E\KL(V MOW(;#-IP?NS2IOH*(M:66`W!$IO@I2HE^6C;'+`;"E-"\M)0HP[PSHY(F M"-<";Z1@7X8T&_V9RP:KU"FJ)"1(F'SX$*6ISD\908AJD>9159ROTNS<-K,[ M=4EQJ\$$9UUY8+&R3>G8"8NLGZ(TS^IIVZ44B<]7SDEA)&4(2(FWMU%#]%*5T,:MDOSGFT M,^ZBHT(SE[0BQMOZ3CL6>4L_T1R1QG^*TKR8O&\_:6(2CYZ3:>U52D"B3"S5 ML\GR-,X6:1[1';Y$:>Y1E[F@]"])IJ617O'@`[7X4X#Z1D9C3ED/?18#+T)F M%P)1:$H>ZI\GL"EB`I` M#7&>K$V)?EX)]*MDS]UYTMP;D9A`0S04P!IK"3B?N(W.\\_2:M-D^@IEEE`. M_=&_BOXT[XLKPG[] M[K>KQ>SQ74X8UJ9Z<9*TUD+[?.UR"E;6?2<2?$N6J-3)A'D@9X\3ZO)5?/\A MWNQ-R]:HHT2W+__.+9V3>L[32L<33CSW M1'D5*2449#4J2PMK8TL+\+.2SDE1YHG=G@M>^V!3HF@I+L9@ZFV%Q(N6U$ZS MCR2=6%ZK]/J=+Z_\>KGR;:_';Z:3_RT_MM$+[LA>\D&8\M3-&W3?TV(^G)9G MF5:?VS5.38>49]/J9%*TGFH=;+W9@9+&S(KOUX8*G8H]YV#X2<+'\QGNM8T< M\RM#DK$T2>,-K^=J1=.\6DJ3+YGAQV2VZV?<).$T.,<\2U;+P+RH^0W@&R>( MOJ?,?*H<_VB%]/6CCSQ/IF5&**(32\FHQ^EV(?D-1Q_79IN?A>&W=Z/)0U&4 M%_<,W][GYQ$0#]"4^S>M:>&VTTA*:>,YS4<;M#1!/.ZX%JQE@VYK`-N^NCWH MFFY^YS_[\\%[9./D-A\D:^I0R)#6N'RO>G=_]5;V-!Z@^GO^=;C5^_6YZ>NYU,Y\/_])>?BDG/'A=56<6B M$-'E80U<`5?>UJ>1O)'IFQ_?B'^UT;/'$K91@/S_=X&+0\Q27"\_YQ&Y7,IQ MO/71A$X"8K=\XM%*M/*@>(VPDV^.@J*/:M$O$_P_G[=@<[>SF.?PV*V6SUH^W-S;3` MUXL5(]BAO.V'?T.>:XY)`6.84VNI=374W0H3W09LR@R76_G2*747Q-:MIY,3 M.,9-2(C]$1L9G40]6CC/VVRR%9;#"3Y?MNZ+LB[$W^9+)I)&E\L2L4*@XW#U M!$EC0O.2'"/6IN]]#$9>FA@OP.\;:3$U230:2@2#E`A-E1@]I.8,=TU!?!7C MW@'$0;Y?5WO.F%=,2L$>I^E&:IKCHSE:,K-#V3]/89OUR;*)VP42E#*(D\U>B?I.;=5G)[NG^Z%9_(O\>_ MB@$FI7\B*GDW'!337?4/`@A.\_5]AE,7.$A@%3NB5`T!KMWD>30[?LT3N.:U M*=C1:#*H#&6]JW=$W<@]U!_LT;IN)M-A\81'_W<_G#]<(:.FY>RLG9WKF'+@ M8]J`\]$E$JJ[-3'!9JFE8M)ZI&!_ZB^8A[\4_5&8MUOM%JW;&YLW='Q67`O#ZK:7_^``A@%>5P439H1"8^'/`.FX1LYV+YO MXC0<_#U?13Z^N2JF?Z*?L3?%/?IZEP^N$YN1JW`L.`.UYE'%Q3<_ MOH'VRE@;@:=DRMI)7H=15&$(Y13Q-0A&Z\!$+7!7;7*CQ&>D#R/ MVLV@`N&%CC14>#A?F$?8ZIWV>]&VC16S-_?3P?O^K)A=]4=%G@^X$LFJ4OX> MY8P-K:3Z7>ZA_O&_A\6TCU_X\%,>U+?F&>IG7H[O[N>S\@&^:RYQD-;D\>Y$ M0_0F*@]U?-+!-XHDK>'[>#:39F93SAICYI2`2=>N61M4$%XHM/C;@';-G5/ M;:5RZSIW4MF>Z/V]/QS_-)G-?IVX8MF`*:[KN9S+;]N9[[+5G2HL3T[^?_:> MM;=Q(\F_TO#>!3.`K?#]L+$+\)F=7#8>C)W+9TJD;"84J24I>_SOKZJZFZ1> MMC4CR7+VD`2Q)+)9[T>SJAK/!73C,#)]TU"ZMUZJI5D;L5>59['_3OB']&DF M=<[?BDZ_9/BCJ,A$VM95"7].N&+<`L(^!"A_OD*,%EZHR;Z_.?KAKKU9N+X!(%_=9?G??7JJ:\M]7\R1-`8.+MII?JL[\Z]9% M\/M-0.0E.,F\7;V//C[R!XV!H'PA3CC64XXMDPX?]"/>*I_Z(\"^,QH:H(%T MO\C+%%:]U+7]X47W?2K9SXOBB2%'SQE$"2S.RZ2BX.(M3,@X^_T^*UD"@M&R;NPR0UEG M05+73].J?@1PSN&2FQQPA80![Z8+JAJ^Q4^\OGCI!A:!8P(/]R%!P09HFD6# MH"#^T2RK[_`Q.+$68+]-FC]97($2?3P_8X_W^>2>4>K5P.5)R]88O2,;)E51 MU9=_TR?PCY`MH,CWKDKK+(9D;8$48T[6!C*D;5TLH).E8V)2!*^*OJ6%L@YR8K MK&T$:_%6O$"`CQ\GG+?#.T;L$^`#?)W-D_*)I14PJJQ:=I\\9)>,?<@_OOS4 M*[B,KEM]]!4^&GZC'[<``#I!#TP>$KAW7&0,I`2)56=$<7A@BBT%"U#IFGZ@ MU9-'*8')?%[D$[KS#TA2FS3O"-E0T,(0,303^#70/N>ZUI*ND5`^$L>`6XL" M"%U7,UHXS9L$\LU'&A^-7*; M!>C&?%'#BADW)MN$ZMMDJLB3,0VJ!@*D<@F$<(QQUFR,;I,]YNW]!@";$;M% MVB[:^PKT)<%=.G:WR%,B!K`LH]HA_!91F5(:SIXH+\.G(61(B#J?L3E59C3T M*`(:\%V^8YR!"2F1U:A?(*U3N).%X#/0VS/5/"=3.<1C+!@/0%=H\^9UUB%Z6HT)U%A+T.LV:_*[$A[X"I;/^=YSI M?_81;'315&!MI,Y5B!BN5'6HYX1Z@ZO4?)7K3S=T*X(R[DB02Q+4D@3W1(*D M)X$P,*`/P&%I!<^YV"-7ZVQ6/62-,+D-!-')$4^?<)GEQ#BPC=`)DGRE!Z`O]58A(,[@??YO$$K MG-5D%8&>0RM"0JW:W(((L%ZI_FF>=K[P/\,"_`LW(UYC`L`BGX&J`*PE"Q8@ MQ^7D">YN@4)=_.KH%+\F*#L_)+/YU=\<3;6OFJ&"3H43#18SZB4`0M_62=EP MUC(O_6/!SWYABSE\!J/#':1D7Y#5+>1S[&8Q;O(T3W#W&GG_4UTMYJ3I8G=& M.)^$2:AY0P5>RP.Z_I@9MNFZ30:$J+-K``SK]+BV`UR3'M2WZ^"7C,%E>@>(`'+4-2 M=SH!?_?/PV?SQ^12Y?%3#=HR0PY+0@$V&%94H!BMC#DH=EF&]'$-R$=,:'`S M-@,EQ#@!\YM+BDHA-A-162-Y3]R\0\[C#QBT)BO,WT`:A(/6@GB3QU;<%N*J MD,:UH,M@0-#Z%QG8V"+_-Y*B'?BT9?JOXR7"8PJ;*QYLEVU=%04I0&A-3!N#A8?X.*1J4@5EF]XUB!WL>N$MO:$+X`%^=XWRIY@"8^T MT.PO)422R>+/%3*3389`#R.\1D`';90!C^@+^_Q^>GFAX M"J[[KKPLLFE[<&<59^-Z@5K_"G^E:."P<`.TSNZQ%`9H)K9D%6#5P8M^+X%9T1M6GQT=ES8@KT:RC"2;NW4D.M MXYJ2`Y\@.G`96RG"X4:C=-^)8!.1*I:^C-@,7H ME\0*H-I]/H^&!1&1U!R*A?`K945A1+4U\3^T681P`8+S[K?>,&XVB=JS\#PB MNL)(+F4!(\9NLHSA&63,D.B^:,F0J,4BE3LCF-YP:+E2(VL@+)LQ5;GX'T)_ M5A%E.QEYQZ;PYZ1\M27$[68Q6H+=W&<@C=($JF@"`TCB1/:%Z]Q,JCF)\N#5 MN5"FZ^D4-]CP2A%DHPS](G:=("+LXM\)K8FA.?^<=^>>";G#,#BAO!.^J"GX M^H-<(N=]U3]IFZV$6"$9%WF#H3(HY@!EE7;89<2L*5=;D;_Z%B2[A57:[1P\ M9P6&T?#*9]2BR&G'@4R')/Y6(I`UP'!XL'&8=CLSRX3F61=J#_J5DKZH920! M$;EW$^"VS1*MMNSR#%`Y7\.:KS+$=H6=6Q"?4B[6(2EL7F\^@0Z]WLMM6!D' M[Y,"(E%;ED,,4-%63#+::IXE#5J\4@";U#6Z3PYGOQF2@)^E+WNN@257Y+W+ M[0<;],\JOMSAWQ[PUEF[MEL$Z1D'NN872SP[QWJ">S[R;_D&>_!8E1XGW^IDO0Q>0I] MWO_65RLU0?5+F[[45>,;8>097FR&>A2&JF*HBIR!YD7*IL:HI6Z,73#<&V'4 M`Q'&6FK$,X$LGAJY1N0$MF)J?A0;?A2IENF$REJ?BJ8L7&P?I7=0 M4B@:(!WZKFIXONIB4XEO(2F42+65,%H_3ON5M!!(?1?^Q]"1P'&,(/9-WS`" M1XE57]<<60^B!>%:J^K20?:'17^]27\%+3$MQ-,LW M(VNM2^$H,+_061'X<:0KOF4:3NPIKN4%KB=A=F)GO4%,U;0CB]OVIF8'C"E@ M:%B6J5NZ'?E*![L7:^M-S8Y]=$VAN::FEVYU*\:$WHW..IBWHL&N`PM!C\AQ/$MAJXX#\4 M3=(@-HRU+C%;.[;->#T1ON3-G_]*RH2'T"^>`6_;IF,%7JB'?F!;FF/$EF<: MGJ:#V8S\-[0X!\+8C)3`,JW8,GS?B:9^B*H]HF\-V1B*N*OB;CKGZR(O[->AY;>A"'BJ>9.#HL\O30L4#<3<6' M@#ITUIK2C\EU6:U^(S.?+O;T,$FC'1)!G:7J=O$=5NWFY0(N%_>]3`W-<>+` M4!PK=A60AU!W9/VW85OJAID>1W1_ZA:B_)15=W4ROXUZ4^4];5+:EFDU&T=/.1I2^6)JWR@Q8JN>VIL*(9OAT'DQKU95=RWD=-7V].3DE-0 M<,@N7=O#0VH-W?)"W\4$S8XB+5+MM2ZLX^=G[UY:K=`TK4!'$QIHFFMKIN%) M4V!HUMH`DM,R!?(*K\F3S\D$7TB_&25=PPXC13-CWPEW' M?!-*'IP:BA+CP$G3CQPO4%TMC*SNA!7?BM=&3+RI%3PX-2+?U5Q-,5W-N`%DJ*>&>IK%,5C MT$[..9P21375M`U'AWQ05R/%"#U5'@$(ADTUUU*5-T@'M[TW^#F9)[!"]G.5 ME^W_`OJ+.@NK&4X#F+SPM@0WVUW?<`/#]=1(LW7%X(.-[,C1C&!M_]I:G@KZ MEEA_*M,\*;\`WEAK#NMZZ4/>5'6W8?("PW$BB^5Z8(Q]2XOC.+2CKL<=MXJ> M'^/TEIA[12$7^52^Q&%;C7T`VPT\5U5B0#7`5X.Q!1RW8EV)5]$\'08'][A` M)B>EX]AZJ*J1X<=@!0%Q5[/T]>%RULF@_AG[#V?) M"PAZ6F!Y@(JJ^Y[I.YX&N2RP-G0#UP$DUT*N[V-MCB1OUB_O2YUV:5LW?0B. M0M<&I^5HIA-'GJYVDQ5C/SAJV_K!N]:'%*1Z%5[JVQ-Q+Q6#^T:#+K_,VZ3( M)[)"$&TND\I(J$BSRZ3=[=!ZOV60-]F\Y06H&,Z,-<#,E5X.K!B2O<-] M25_1E_11R?.B9J\CVUB0C:J1]M3>SC6>TPNL2,5CH(:&I[11/KU,ZX%LOZ M?SRRIFRRC^P"!R>27[IMKP%#R!J*#%\FJ6E4A(61_= M5^KIZK!0>D>!N\M*A`0Y-)_7U==\QHOPC\8==:3OG3NU\+V"@NAT03;W9Y,. M:VEY+5"2,U$-Q$+B-?[GL^[-7\_+H!JQ7]IT/Z7GSK%-[K7H&!U4GCKGO>U- M2EZZF.*'^R1EH$-S$*,:U@6;W,RY5J"IE>0:Z!;(`H:2R3G#ZZC(5G;%R:&Z MU%@&YCP3HVMYX2Y63Z?8H`9R7&2\FWE>8Y4I4GP&3Z'BSH>\XBT>.%*P8")L M);U?S,`^T!)S+"2>/.&\B6;4HWF+G1Q4?,NK[0,Y/@,BOE14S&8UQ#A`=NP> MI-8Y*N+N\0-+(K!>:`-F@6]7U M8MZRSQT1(!OGMDNLR;M<$$DD.S*$2#\`=X3N88[05(L&4.*UR5G:@_M0%8NR MY55RL:`C).",J5R5.8D&; MVHIJYUK(D(@9O`7-QT'8VS;+WDMW]_52>-2IJ50\;,8!MM1WLC78SWF8]+FN M&AK3BZ*9%$`T7BN_%X,_!9>Y'\^!E1>`6":.^&G.L0N$A$]:9$AX:+A!AQ&$ M:X1)3@J%D6$U1FV@@GMJ(%AJ#Z)VPFF.93(/"6*TCF9+=;VL_=F8"Q?*<.,18M#QMB/B9"/9TL)H2)"YK^\6H> MO)`\+\=L@^BD1/DMEA)<\=4S@9T],O8;V('ND)*11'-O`Q'K-"/K#U]/,VHF M$;ZKPKX+&B4A@P`0IFZ`4_%T_D)\+6FMO0=:J_J>4[G7$1M_.TV":"-U[UD% MC_&:^P4\M'K$,9U-V]`XG<<,_!QVHI;4XY/79&>Y*]PIU3VNT&@C=[]$&BB? MZ).CYN@,_."XR,XQU@9'FM.`-MHU.<=P$`B69_:=;KCU.6*OL*/"N6Y('##3.$VNF00Z4MKQ;>B1&\R6>@>9C)T5X)M=E^ MV'7QQ(\SFLVRFD8K#`=L#.912`O.*7)75&.XEG;N^?"LIM>$R:)I03WDJ*.* MC3,^!QJG%GZE.;4/--R"GR/`!T-VZ].:8G[)[U5=I(_X>%#SQZK^$Q*6;F@T M[AK*&1,#IJ#\K;@Q/H9B@!>...Q'B]&;H=(;R.: M./W^M]'-J)\[V0\$PP"/ND.8:`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`=QCI6Y"TU=JBKGAHHAF.KH>Y)A,/0]39:D:[9]13Q?5Z*+=.(;0VLC&;JIFD' MIN=U8WR#R`VW,-@TCXTP#H6^+@>'GNW(6/0--J`('M;T+#\&)0TEHI831-_/ MV%4(]XW?\XS43=4/K3"R3-NR`S72(T?@9UL&W+W-@>R@J8=&\'E3Y,=:;'AV M:*N*&OI.#(;7[6;\.:ZV!4%CCPA6WZ1NRX.@#-=4?,V/K4`'D41#TQG40'?6 MA@5<`+K*BABN@_$M@+XP)1O`,@(#`@P#3+X7AN#D`AF0J%ZX-L_!.1"8+PR7 M]KW`]%U?#RP'/9)CF)HOH^?(,-8&(%VHQHZ0BN:/FQ9B_\]B>_)SD92_DI!= M3V_N$TP=Y&G0X+/Q8$4ZF^$5-/_T:SPDNAM`0*V%FJ_X@>$ZCA;[4CI,6W4& MV#3TV+-_Z*;K6C(*_'98!PC3!JZ/QQGBK;NS)#)#!0?BFW$,&NIIOB]98EM. MJ*Y/AM>61'SE\;L#MC[4A]\9R+.OFN6A0%V?QNC8\N)>QPK1[)W M-_WU=X84]6+9<9PX<;98H-ANLI)(#F>&,^3P>5(1)R+B&6-:!S[Z8VH(?T_) ML0:Y"T?J"0:9J(#$(691&A9/%>B,\29V-T-,%TZ/-,9=>&IWCM$1M^Z#C22! M4(F&I$K+B*=IK$2-!R(YNN:A6PM/.6_W&E,&+B#A(I1<9C$C09I1[G51Q^'` M![*8G=+@SLM\7*W+6^NE]@Q-@85%A.O,@,Z!Q8DH:>!;&(0\`QQQ9V6G4L&# MAD8H1WP@0D2F(=9FG-4>).:4JX%Q1?2D0WN8!\EH3(6FT@2,D4QE/#"1-S?= MSQ^=N1W+VO9$-\9$&?R78O!/,@;Q)$^\\,%H!G0,QW8#N]'",HAF&$N9RL)4 MQR:18>H%E@HY\$_'L^4'^:=#%!XW-N.,:Y`UWF*)N(JICPM2G@Y@9EEXK.7D M06[J7JY7Z0RR+I)1DVJAM(FH:K8+&!]"W=\[UK$,N_D4`09M=2>>`YP7&5*. MN3WJMT6U*O-5S2>8Y,M\-E_=VQ@VPLX@EJ%2*E12$2*52D7FK0&#N3L!OA[3 MU7L.^"V>>A3+^[DSD^-5]&FWF0Y+XI9_[PZZPSBBP.\:"R1B)@U80DS*(&B4J?'J%&4\'L3&P9'&DMD*Y+>^]KC7\=>N MXUWS1H"/\\*V`]U>CQ>JK6WNP#]V8*3]P=`OXXDMC-J'#)AH">E/I$04\ABF M.,@8U7$L)4D$+(A#]-1M@NB/ZGE&#?_\,2\O;RM=%Z&W!"C_0K[Z/0//4@(. MA3SO+C6]2$I3/H^PV4QT9#OI6$89@D/ MD%",^J'&*AG@T!-"GVBL.V)( M0P(7&#`AFE"(.8<,0UN&]*@N/[D$]L2P:4P@\Z,9TDPP!3$5UW@>FTACDI!$ MPU"1?W$2V!,L)WA<$=%4ATK'::9"R[1C"*2(-`KTD(/Q"74@&\_+W\>+=:X: MXO@W,Y-?K/;;:@_>GAN8.Q$0`3&Q,DEF1.@#2B+X`&N5=B=U9Q\>U$UZ5S># M#+(G$+5.#3?:,)6V.T-ZN,2'\0.[^8O-+ZR/?ELLYI/;0\!?:221D#/1A(5: MFABFOSGS43+)GA7\]?D!1H]X#?S.?H=/68;>K79N@6Y1/T96048=#:FVW'Q_ MB.#^R#V8@BVI:X#LMH.OCN$I[,Y'[,[W(WAY:E.$SF\1KZ6^MN>0Y%QYLT/# M*]:+Z>@BK\%+/'Q#W1R29EO,$KS*A[?S9CE62_OV;T??0L?RN2TU0QPJ2_O] M>;YR+7SGR\S@I^5D?C->X/>N(1]#1+KQ<@4Q7;&N?*U[0X#M6VZ;P>$C@_WO7N"%_GJ$P+_U=_`JNXY-F4ILQTDW74[1?:^X28X$CXS7]ZLX8UU5>,I MN5=Z,BSM.)`#VY*F7V#>C#!D8_A`F>=GB_QCOAA=S?,2"_9OL4IX7K4_>^[O MRA58UI7HUYB?P?=L)]:5*_^_J/+R8TT`;KN%7"\'S[KB9-NCD>V1 MO9%TO^&-$91WL2@^53\^C?%.[#7;^_@R_Q4T]Q^#C:L9^'.WW?H:0J]E?*;Y M\,H*:)(O%O4S__P&XA/\N;H93_S/AWMA4+K+^=)U%?X7I>V6_06\?-'__XZ<)J\QF";HYOJOQ'_Y>!LVM'439_PX),[/O2'E*7,&/V M[Z1Y]H?5M/UKN?4+MF?__(:2?_2^T'YYZ]?:%]D#WXOX02_NZGX]6Y`GKI!I MHY:8J\7VPJTKL\G-YY$M>M&-PNWNS_47NK]RDXN_V3N,CD(_99W[ M8'WZV;JBUVCT=]>B]N;G3HD^O\0*Z,@,G-&/5_,IF/UQKRTW.)3'DL^+UK@] M?OU;62W)^W:>E_!'F;?(*V?+L:3?U^6$!]-S^H:[\DDSV>SOX]5=XWX M:`KZQHVJ*]&WZZ78YLZY]/O M'&X(1F4H.)^C=&)WC',Q>K?%;W64OCLR?QJG\6*6L#I>/2*#R1/I_%=1?175 MX:(Z?"G_>[G0>L4^VI)]>M7Z:GK/ISVOW:KK`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`)H#I^!MN;+-8BY0=5JI.<)%VL>G=<-;U3UUO%%6;HH<$F>+.IN M\08,%$UE48@W%AFC2O`4Q,M"0<,P$]')Q$O>A;OZ3'@:1Y3**,H4T9GA:2"@ MSR+0C`MNDE/:RZX^ZR@+12*TY)R$B=8Z3+'/)))I%*5L<+7P07WVWO7ULEJ5 M:^M=#R]#E81K`K(E1F19&B&LE_+%LIRJZ(65H9ZBG+-9Q3J"/EXQ)R9'[4(Y M;YMX52^5&!S,:O+AID;3FK47'3A"O5I_&-U06\ M7(+!?5''/`X5]_.-=5+VUY#T^W5ZV&IIPXM!VW5985UV""O$KB'!YR$IL?3" M&^VZE\IY]6]'FHSE,K8_W;K&&P@UP%7"-Y>6M!FQ!BU^#W;IA\*^`*'5>N(> M_XCLS7[SVF6731L-QW/A\"O;[CK`QVT3_&4$W7\XH$I(9D!JF`O:K&[[=$#^ M51\-;#^:K].P"[?`C2I7>3\3 M6B\G+L*HP_+)[1GTN0!CL2[`&N>D9E%W9.#S!IS9Y&H$AC6MPGWI24>MUE@@>F\_4H+TNH/RVHXTL(Z'(0YW6"(/[RG?@>F M/S,U-+O_W-*FC1ZMJ7:1PRY753&9VUFS1VG.1_6;:X8$C?A].!K\I-?7WC;. M<4X7+@EM[ZV\:AXF/V$&YZ^28T\M0L\5K'%Y677V]FJ$]"_6QAQS$$0EJ$;X M?PO+W;-9"(E^QGN#X"#^@S::)^>YA\J7S:CL$.:YKC#B!^RNXW0-;O^8I-GO2'9_26[/3GZ=)77 MY_W-&R5NOUY>+6Y'N0>-L^.RP[%.LM.9C=W*>DRVG6FMU7\XX>%=%_#[D[7; MJ%PL'(4Q+A)7\YNJN4B#[\XMF6=GR5]._3?GD!%7C@(6AFP#+/]1+%7`[`3C M"ESF;0#:$#/4H2"X2;VK^]7^"6X*'AIA3[<)N.R$2-:K-HN8HZX>-RZTUV2S M?)Q[(?J;6#B,9CH<#P?&NI#B%65]#0BF:'E9X(,7F,8Y&W#[]3MQS+0A/@'K_BV5(<9CW<[N4+_-)6[R"ZE=<_%F; MTN[,J*]YWLALC(!\(3;QWGC=.0_+A[PH+`GN6?\K:(+@K#^_JM?]S7_UT7)E M=6%=57ZR[`[WQSE>CX.H#BQ@?',%*H,]M7O;..GU%3,7/;D7QX<#UC]V.0J^ M#X^['+51X22?WZR>=3#'YF09N0.^*[0UIZ:HI"T?N_5O?D918]''+[IW%7U0 M^67/Z:=QM2O*W4%4T,2L$-K^FJ^ZD>[SDA=\H8&R6E0%I#Z/#9?1RWT*@F#^TWU[*(HE_M!!P;5-E>/!NO7V`9Y2<,.ORM;.CI(#UT&S#]G9-NZ%4+ M!.("EPQBL.&N6V]3ZF_QJ]^-4!5]+-BSDOX^#P8:BV[`V-LYJ#?>K#SKZ.F( M@1%N7+1I?RY/H#T77#NEI,\,4Z9.H=W-_80ZPGCZ%LU#M; MEZX4-U^-YX<<;^[?[.^=#$`@_C/>UV\/C/HG>L;Z-W=\=S"X2V8T,\A=0;44 M82143!K@1)HF@].-+@K@@7T[XJ`V@/;N^%YR^\OXSZ+4"TC#>GAI'G#J?3+AR1&`; M`-+0%S2J$RF"-`D/>,(-""XA!$3BS2;FB4H'A0`O1&:/,)['.!DF$L:USF1H MN%;:]I3.)!O$!HUYCOTZ7'#F"/ MJ%7$DR!!I.B$B)33,/;\+#P2B1`#%0V>N?][L.@,A&4FR%2J,Y$$84HS&GD0 M=A4,5]5'3@#B+N>0Y=G_OUY:%5.32;F&IY=3[2H)?^Z<,Q],5"+`6_`P4Q%) M4LX4#<(&$UC$Z:`DZ(SP_G@.[>&1A[?'7D@@F.:IC'3$61"'$"E2KVXF9+M" MQM./:X\9<:I5($4D:6((^($@D-*K812F@W&=A='QIJV_O&U9,%[,8IZQU$AA M8%UDE/$L(=P3K4B>)%NPR$E/2GL'^DBI[)GD+$L#32F%0$0$$'UD/`J];8+C M'Y2WDB@\0?>??5(#JE@J4Y+$1C"F9-*(17*ER#`'B)]5*B=-^J(PT0@L;D!% M8JH@[TNSAE=`;H&B)M&7HC*/%X[.XLC$)*)IC+8D*(0@?O^`0:P\#//X"31G M=V:B@L2D1B6UV_#3)(Y-DDD8 M"[+L4$T;LAC-PF'.\5)&].RA04I%D@8"Y1(%+*)$D\1O#X*/&?#]?*E.Y5$R MRN)0DCB!4!L#UBP\WS9U.O.[&0I'G6.,D#R8;T2(?&;<>6 MT.Z=J`#RSI0QQR2DB3%IPSJ>D&S`?W>VL6W_A4SVX\U;)4I(4'YD+%*0I:M, M<.\&4S*LYS@C])&3_C-NX$("/W>%>/<\37U;8NG>ZO;#VM;KGA=ORBY=='U] M>GEIO]XWA.+Z9KW*2R0UO+GN4">V2Z:(B2&ARA(J(`HG84285WLBA?GFO]Z& M_^?&N[7SIQN;%6U-^E;>@@KL'J0464U6_ M%DL/6W'0B;36*E.!$"`6!0M=%D>*-.2;57'"9A"P3WAL&L1H>P@9<'GE0LYTOOL=;NZAG[WW1'Y:F?FBJG8O9Z_7_62.%ZD?XX_SVIF\O&_^^ARTPS!AD9#&% M6!I4-%"1#$)&&$B/0\H>#A81$>Y0A6,,OBO59?YFILLUC4D&8+20D)$G@S4G%NY+> M\P(A7":W-5_GP3%D2%-P"(10)2$)55$2^0@)W!GD$SORT'MVYPC]WW-ZGBJN M(Z-#<+C"*(0"D=K/AU1#?FE.>K/Q7*/8$]WA*LU@"0F8@.$0*C.O59+#(C[0 MJ@?WOZ@J;:]A7>)%:T1]6:^*\M:,K\>7R,-;_CXOZKNW^Q;YMG'[F0U.YWR) M$5/[S%YVSR#CH4H-HU(D@NB$Q@W/GOKW$"BLF_ZXOA M"#@S@8#2S!?KS47D/HZ2\BQ3`J(I8[)(2OC#*RC#@JK!-A25O+MQ\."./LE8 M]SA5!5Z'TU3@YHBDRBB6"N^.HC0=;)%0T5OD7M98]]7S25#+F$H2!DR11(9$ MM&=[X'K^G[TK;6X;2;)_A>'NCK`CQNJZ#SNZ(^I`S7IB?(SMV8WYU$&)D,5= MBM"0E-V>7[]5``$"!"B"%&B1$K[QP%'Y*NMEUI&9]3J@@G8NZY*H\REO8QWW MOP['TW?)XE^Q;TSN>+V91LNP$/^0]Y?>#]MM`?!]\+AS7F&QBVCPB0FS4'MC[(JU0<-8;:.7B-WA:-?N M$ARWP4*\O\QS\GU,`X5VK$RMO20:*:TE$)@PA9$JV(N1RI;3^?(]?V012<5" M<2%F=:W@6/I[?Q4O*[[.EFDZBXHI198B4)'CAQ MDMI<%L0JD[^+O`F^JZJM;]>X1J'2;";*]^BHH43XBET/7Q$=*FZD1H9Q&J$( M6X]*<8J#5'WW8=YM3YU4&VPTT^'4"<%*^JD3 M(S8O$^PY5?9"J]^FF7W\H/T4S[Z&NA4F^?MBE'7:@;Q!&%P0I!PA M7M4Q]'Y'Y!PQ4%B$O/4JSQ-NO,D)P-$UX#8!Y0#R^76^N;V9C+^5U MX])'%3H/$?.DSJFUD8D`"L$D'CJDD$"42M0`W3IEM(]%*>H`T5@C%".5HCO.APH2\'[ MX\:_N#:"6C:Q+ELA]ILT:G:S>UGT8UK*_=;S7EAE,=XFJK2\N^_Y>*4@(;MP M"-CU_WU>)0E8TXC*DT)C2VL[:_]\NHBG0S]9P'X&&C@BTAE4P4/&9A1+,".(BR:QP1$=%S*RS2C6`QAD] M!&CXB$"#=X/&;22<=9%#.!RZ-%#I8E)E/&X-H$&VNZ;]+1E/%__M>:I^B*/! M^ZWD>?56V6H_.T.VD?)3[^X(!AE&!K,(2.]^.(40<]@B2?P,WWO] M]KYR5K>WVFZ>E3E)2J40"\=SI;/A?!@H9B$1M^[9[Q\@6"Z7W/VR4J-V"X#9 M.G$$$E&(!8%&60`I(D3F47`6U5-;>V>OO/"Z0[#+'@V_:X;GY[J^V0P9$86( M0\Y`'J"I*.3U]6((A;Q'PTTY=46V4%`^]OW^TL_W5)@1S,;#29@HA]FA3DN7 MU":O#7RW9L2#]2[EZ6[X=]W]+(Q^]=IM1[)@1*$,>VT4,$&DCH0M^!_36E#/ M2U()?NH`F0/#C+J`.5#5YF6`]+JMZ18LUMQ:$[9G#-014X7)<-YKK:]-/3V4 M[Z_,P#F%_=A'QOA9-",8%F>$O#EL".2C[*1@[H0S[J_,*@(8:^0$9\(X'B%A M88XS5J@>^T..#^7#XKO\[\Y%Q#9(:V4B"I"A4`&+%:5:H-S&.27K)QRK<4KW M@N=@*'=&R5VA+&#(@4(1]%JLB?%^/5*E7#BUTYIL6\FA](#0GH;+$$X=`4)@"!QAU!E.J,F-F37U M4Z*H;6L/*?>6 M&7!J'K<:"@:B@$ES/NG("&!^='922"^;56`++ MO$%4V*RR6U*P,33[\!C7A0_'C&K?'R-%+-QJ$2;#G[8?/QJ#9I MKR@'U`)AL%,*08.9$_G"?^2UL';^O-K)71;-6-;.R-ZRGFML91BT5L`H2;OPDC%O_#1WTM M%\B[DNJBE#OZ:.0=)7P(B2?\OIZ`&^S@?,8@-MB9<(Z"F*` M$P']S,G;8D2+/.,6U/.,0][&JWP\P*WB__+L_5%:Z\[D9?&JBX4AE#$,_CXAX'OD!5"BA!E@KP9 M,QYO4#"'Q36'X.53T7^X3Q>H54F1QI=OZPR#G..*R9"/UTKI9%0<..=*UCN# MM5E[?`R]L1<;W;,WM``$$F-U1+$$&EB,3=X;$L'Z"9XG8QOVHJ=&4EL<2+-.S*U@RC>!7Q:GLPA0!=2.2,C'#$"E0"&6%NL*"H@ M:\%(3T?1]S(">]EA'D5.`F05PP8Z%B&9;SM1#@EI2,[>9EGWR?9!*[V7'MD( M8PU"K(.*``*H<#PI;O!]GHRYW8O@[^O\<"JAHUI:C"(:2_RY>)'NN,C$N!?/^",O.\C.F,93>:>34<%?/=HMXF[W3 M'9O]`W#86L?"$8)XJ"RBO$.&O8=@L/<7:(2$HJJV,NRI$K8Q6,<'Q-9\J$Y) MRVB(%-<:.6`];4$%B9_,<0<;4K6)-HODA\1A.!TU[)5L>,,^F!CK+(RLTYAK MI6`H/2,])B8$LEE7WS9HMPM^#PE^,#S;$LLSX9@U$2":+#P\O]\^NO]6TN MIP+Q:[%FD%*VGA3/TS@H\9^"R%QB"), MJ*9,:D]-4.E\%R+L_-(:(;VDK>QNCWT+VRPM$DA$6*B(0 M&2P]$A+BAWT3BFKG+6+"B4,1TL!!X+`*0>L,%WDJ.$'NV>^ASOIH_'4P7WR? MQ+\]"Z787UX.K\>3[Z\^CZ_C^>!=_&WP,;D>3E^G_\U])[Z"X&;Q^EE>IKUT M^\2KQ,NK>/SE:O$*(O#+QGO"[TWO'$^]T./%^GWIUV_9<\^3R2A[4)9(?!E7 MG1:^7T96#TJAU:_N+#&_3]M+]]P,1R$5S\M)?+EX!6[^?!WZX^5X.O*-2+^7 M'SI-9EZ%7N?W+)*;\.`_5P]>A*X>7,23R?*:-`-!^#X/*5Z7WW?OJ6_CT>+J ME91G(HV\1HAY^03]Y?5Y,AO%LY<7R60RO)G'K_(/F1C#R?C+]%40K=3$6?$I MY"0(#9O^]DP\&\R2;]EG6%S[ZV*T^CAK?$+:LM^>^ MO6\\E?M^S`LW]>M21[_&LX4W&).E*ITGBT5R_;HR:)`?`.414?Z>75_Y:9:. MI/#+UF:6AFGB&W+I2?W5U7CDAV97K)3=-[R^>?T39.#UG413!;MH+G]V-U;+ M$;I$`M[\.9@GD_%H\%.VT+47EHV#M816:?!?Q&'#JR2WV`\NL9'#U6)@XXO4 MR@XP_$M;#'O%NZ?BX0=0O#J6R[>DIK#VBJ/2T^!=[8!SKX>]'AY*#]%A2-(+ M_P":N>YI=JF9E9QK@WS^])"C^%B0^;EK$+J7.56G3H6&X(QT)?>Q=&2X[WPV MN)C$P]EOSZ;)-'[V:R%.;ZJZ,%4]"3PJ$H!GO">!^_H)Y\.+__LR2VZGH[!X ME,Q>_71Q$<>7EX_,@?@P2R[C>;K3/QFX.-[%=RA:C;9YN%UBN8.OVOW8PN2, M=36V-J)R++IQ:,M[1$/LZ$SR4QQ;O#OG]=&/K:<^\2W2.P^6&XL',5PG-X:0 M/(.][]=/``]E;4YO0(@SV0^(?C+4SJA43EN43E@!P[@LY`9X[= MOJ@=BX[UDZH3,'-/:&R"[NSCDQ^;_9&-`^P_5+4*>ZT:);?A%&%G!X0>PP9% M:Y1.8P>#=3>-W8K,L>A"/\_MB:8GFA],-!TN#SP9HBFY.;^F!_H;K]\Y!$'N M)Y??BZ%S]P5'[,62O,QOHC'7].K/\:CVS1KR&4R*Y773J^X M67@7W*OP52CBH";^05E&D2^S.(VK/(\7W^)X^C9)1M_GP^G(ZEHQ2I(6HX1T ME7+E]GP>__LVY%P)52$_?[^)*T%':_\W!!U5JK*'XJ"+0Y\0YT'#N-J8@X%Q9"&JDBUQR-ZGF) M0#GNM[$-.S=Q6WXQ:Q!Q&B),%6<61US!/!>V'ZGUO%JBDDZJFS9NR_T%*&4A MRY]-3R\X`]FGA7RUR:995CF[&?P74Z(?A\%0\N$^]B?@O'5K)(Z-`=_D?O?PZ2=//Q(NNN MP7@ZN/$=-ABF/99&?I]G?39(5ITV6&4="'=D^Y>5CAMDO?9JL/>YKN+K8<\GL&EU-T(C';\D3:VG%#BIU?L>G]--N7"/E=_T6RV$>.D9#]*<3;V&]1K6O895)EN#?+:UQQ9* M;P+Z`=K]``VI?Y_V".W3[O0C\XCP>2KI8#H?QWU:HEX/CT0/6Z M#WL]?.1Z>*`T;<<7R;2^H5-IP6I3;+F=]3+]I2/-;@9_N=.WVBP,*UT#M=HL M7"Y(#$H[O(./+3<+NV*7(^K`$Z:=PX)X+[XY.E1[=3QQ=>PUKM>X7N-ZC>LU M[EB`.Y'U\`?TT+/=ANO$`_&?[#1^SDR\&H3[/7[Q;?IG,XL'G MX9_>;5]FKAH\S]SN%^&^GR$]$\$]#]/\U)/_&8+BEWX!ZH@W+(XEO.]))KU] M3G!W66_KFGY"W?^BYXB>(WJ.:.((3+O+WMMS1,\1/4<\.HZ`?0&-G@-Z#GC2 M'(#.:,\!':P"'=%BY+$M#WV8C9/9X%,\^SJ^B`?/0]#YBX&9Q:/QHL4BT?.? M\1E^45TE>H[/X(NNEXF.J`PM@+RM&>9 M/0WU--334$]#/0WU-'0T:M734/D^>7;X2<>Q]/RA%]1ZGNEYIN>933S37;[F M8^_Y!UFT>X)KG9W)]<4Z<@!1X5"SR'$'=W"J-?NNI)HB>)QT<2 MI+N:HCU%]!314\3CHPCM?NA/>IVB M63CZE>=^SZ%\'^BP&.VQ]_RA5ZMZGNEYIN>9GF=ZGNEYIN>9A^&93&D$@NCP MP^U8-*#GFYYO>K[I^>94^*:T%/=K6NVP\?J&S]7*H4=1&K11/2%\?SQ>?*E<$I(&21US.Z4^8A@:L+H;HBH4H19(16@TD$.$!848&V8(I;A2B7@%40<=`?1 MQ_AK/+V-W2RYMG[8SA?Q**<'?3OWDL[G6RME?UIX;0VJ_-?YAE)#$-46.Q)A!A@*@ZN9@N#Q8(,.IC8&:FV, M,QI8XB``'",_MGX_+8T$--WJ.G4\T2P MEIXELMC_,E0>*<#_@?YV.XV17"08K"K2!\-<`>CM>!J,R3;C12+FAY(@5',0 M*4J(@C(G8ND0:-8SBZO,W?\'W:!)4OHY+ MI6H]5=0JY*)`.A9;P`$P&2R*:C_8UJO68UXN6M\HQTYR-G%(*T$S&3]?C6>+ M.)>R>$+FI!9<]/?D(NV!LNN3W,0S_^/T2W;M^"6 M2D2XH@"NHT7);FC=#,>YFY$ZZ8?P:?*[RRY?]=HM(!`,.4%&`,8B)Q0TPD89 M"(QYS MQ%QX3$2-`-H)GUS$\6@>7),W\_GM<'KA[8>W'-?)]-/"3ZK_.1W%L^CZ9I)\ MC^/TE[2I=1[%*8]N;+R($(N8C?RLE\'(,2.(RAM/%="U@2LK`W>_5C;+^2$C MO[E+9JN'?;H:^LY+G^-)V?_M_33OHZ4_Z^$\'I6M:?IP?]GD-BR&I>][?Y,5 MO]E@7S;;0,*4D4A#[WSK_V?O2GO;1K+M]P>\_U`($J`;D!GNBWNZ`8K+($!W MXG&<>>A/#5HJV\1(HIJDXGA^_:NB]DB.9;E(%>GS);$D+E6WSKFWEKM$;!9N M>]'2!K*99OB]7+AIWB^8.KLE@R"?`)@>FPQ4GN6Y3J#K=I]-XA;FT7+TONI_ M+TA&IEY2D/W`TG<0>6)!7M)DQ#<->3@E MG]_DZ=>$/_3Y/6 M::KI[&GJ3CN.:NH34G54._`=PXPMRS38BB#2])7="#1WQVYHYCZLBFGJ$[0* M(S7T'$>-8S]T^K'A!&;(:>6%0NZ@8K)1HZ.XM)D7T<,WW&3-KOE)F\*YJ/'X?B>F"L,(Q,@[4X MLE3?*-.X'WIO?+MP_ETW\_OF;[^:[&X.R,3-V4)65^S-[?NIS0OL@F?U*W&Z)A.BA>2]F(A&3\6DFO8D66J>FR9 M#!RAX]BQNQ22T[>T/4(R5$LN(;T<24\(R7/\F.&'K0YBFYDAQBW#7IVU^G&P M1TB>9#(RZF:;[O5U,S0BQV6VVN/G/U&TE)'15ZT],G(Z)R/MQS)R?#N.'=T. MF(CX,;1JNRN-I`:1MT=&FBE((WT>W-'A;,1W]]E::CQ?!7TIN'T)DM%@-JHV ME#_2\H)-D;)A.ECL+/$7;/M)'&!JF'ZU@L@-(S8-=D*M'UFVNYJS1ZK]YK?O M?%PV_56NTC&;)7ZD]^0R&R>/.X9MW#Y*)_3L;EY]6-/5=UM^1^N(J@TGFLT( M*\,0'&!U=4?)338:9?=5#!67'JE*'M_PL]4JJ"I9#P*YIV3&!H*4&<--R8PM MZPV9T)),%T-!KA=ED@=L,/A#JD<\T"0O"&5]&)*032,X"-:.;X;6(SM>/,_L MS,)G:5%FMQ(9`W:65VOK<^XMM$R(LJ?6^S&":[3)NT%IQS2Y"G5KL-6[OO?' MM/I\M\F;7EHOHM8!?-WRIE2_"WCDGS??.LERIDJWW\NO63UX3K`!'8T6UU1: MEW\NILE@^?GYFN8^'99W[$_6Z47]:39.HV1:T//E'SN=7S=J,S)U[>#G[2VK M>4!P:]48=H_S[DG?P6T'Q>6-Q][7^`O14$D::K>DG6V19S/M;$DZQ>Z[_W=, M/JOFND_5I9[;RH4DM.DW4F2C=$B6TYL79RCYL8\\/Q.B^4:_W>/$Q6^K/MW/ MIR'7V6BXR)\P/PHGU>D2$`:$B4?8EH\'6?KL'1&5`1,`@HHGJ'X"@N[*@.',N!06`X1X!`XA%T&#EN.0]AEX%`&'!YL ME[N6A54D:O^O$BP=$I^)(;FEA`?XL%Z7A.=1$,5TB80IG0IH3G"'L_N4R6T, MQ:D_:]\NADXD/^&$?BY\@;\"]^ MSUB#JXCY2UK.\@E9./*2>69I4?B$^A,O'VD4F:-HEFA!M+)DH[!I!.C2:;KH MJ),.NH`NAXG#5518%]`%=#E,'!_?^Z+D(`OP^7UU5@$#'\`'\`%\`!]>)Q_@ MNON,G<.JM%MV0[8*OGR8#'*>&E,4LB02;KM4DU#!2:.S+&D]$F2A*0XPP;QZ MF.=*ZG,+YH%Y76:>K>B2>@>`>6!>EYDG<(7<^8+GH!:H!6J!6J`6J-4>:L$C M])<@*>Y(/QGQ*H+$'\RS,7S@"35H49(@I\.4%\"8;_?^I/TL"EM03AT^6S(5 MTWKWWE!484LS6>A2MS$'+3I."]&">-T[-J`+Z`*Z@"Z@"QQZP`?P`7P`'\`' M\*'._3^)]ML;WQ@,L@D32E7E2?2&H$1B;9=2ZN8QAJIX#M]"M-1W[TW%%K>3 MV/E##1`-1'N&G#3%\SC%3$8W2]%M$$U*O(!H'2":6U',>/?>5BP=1),2+R!: MVXD&#QA0"]0"M4`M4`O4ZB*U-O9MWY?)]8CNN_Z8AOVD_4S(I\GH@233Z8A) MECV;E!DI[RCYHGQ6YK7M%?+CAB[^_L?[X>3Z_//@C@YG(_KIQB^*V7C*X^2+ M+P4=?I@$R6@P&R75RX;MX_2"3V[FU=ATW3UW1:1-4[;[]%9?4XG3'F5YX;!+A`)URLV^C?9 MB"E([@E;`8[PI*CLR[R\J\"1K,>!W%,R8V/!<3.D)T^KSG:=LH'7+[*A+<"[`R#]OPGF2 MY>-DM`UH?LT*H'-X#>AHM+CFUS?JF^HS4]:#Y>?G\^P^'99WYYZE:+KMJ)9M M&:JNF<:[99)G)M-1,BWH^?*/'8ZMF[AY5K:V(L;>FHT''+=53?OUC:F]>])` M;5O!Q8U'W^8=M3],5BZF"LP03`!*"4NT1\WKN0!0Z!P^9QN+LU`1P"A]"'P.'K MQ.'!^A!N^\_(TQRFQ=QWGSOLBV*Z1,*43@4T)[AVE+)L2X[AOI?55@O6?H\+ MU[*SZIM:-P\:*?($O2A>/M)H.$OQD,1-Z/P"=.DV781-"$`7T*7C=$%.*_`! M?``?1"_])-K#.?6:\%0%(B0:@G8IL&Z&1R]+2KA(FR,E4,"PKC`,J1;E!`H8 MUG:&(<4'J`5J@5IM7!&??N%;^Z*VQN3F4$H=WG33%*W*H&P9/+VK+2Z#LBQL MJ=N6@QT=9D=MB?S!#K"C]>S`@0WX`#Z`#X$R)\E*YD65I;2L1FG/C]%;7XKP>TNW$YS\Z6EO60=ID MI6,F^G0R;V0R*[/E%W/[77TSSV>JJ:I$&4PMO>G\EVI+$FZBH2UM:$LVB[L_ M1>^8?)!A.Y&F6L,1"2)TF"?#`V&XS5MAB!(R5!'A@+!@+ MQH*Q8"P8^XH8VY(3MSIE%=+KLH8=`*BT#H=WF,)/(Y#<%&3I*EF0.!MD`5E` M%I`%9`%9VK;:DVC3IDXA7M)D1**B1'79TRNE;N9VD[1ZK"P$Q"XS:`?:@7:@ M'6@'VH%VH!UHU[*E0-MJ*<#"FW\@PF_&D1"\)<6B'IX>F MJHU+\16[?("I8"J8"J:"J6`JF`JF@JE@ZNMAZD%9J`])L"PJ$_*^+,OQK)SE M](]TDHYGXXW\S%\F;"0^3=F3>1IG]K8@F:9LD?X[30H:9.-Q6O)\O<6S'?GS7,N>I4=F^`IS+?\]2R9E>I/RQ,>SG-Q40U*),F<2 MFR4CDJT'AN=-'J;%8,:&>DB2:Z9]%ZF4EVFPUCK3T'J[R9.?V>K%CMR"A)5L MAG20Y55KSGEN]A_DJSA&0B_(]XSTSG?GGJNHMN4PANF&KJFN(2[9L^Z],-FS M[K8D4[#3DG:B?^B?S.U$__;?Y[6DG7*/WW$^IHWD=Y)@L5)]W$GG%&S,*C>F M^]A]$+;[L&JN(46FL9M@&P`6R/@[0*19>CY?2\I#`]%`T4#17.DHC&@:*!H MH&B@:.IV4W8481OIT@\]%`T4#13-:12-I]2?^%V6D8>>@9Z!GCF-GG&P<(*> M@9Z!GJE[AT;'A`:*!HH&BJ;V0')/$>9^)OW8OU33(+_;+QN1)J3,R*=9662S M?$!S!)Y(K)5E08\PY=LJ'6OHBK!(&5E&LNY)&[0`M$"GM(#M*<)?LZUCB]G5D&4@H`2@!*(%G=%I5A(4RRS*.T`'0`=`!SX:`JVNZ,`S( M,I[0!=`%T`70!=`%T`70!<]V_!#H8B;+2+Y4"PA+ORTV1?:^)-R?[Y*<]ME= M0W;;E$Z*Z@6?2W;YIVGU+GYB6B:3X?Q%T3>:#]*"/]MR:K:FO2V1DL:VIJ1/_8^7=Z$NIA-0SY/R&?57/<$ MZ8K(8EI'-N9UP)MXO-G`VS;>-E8.1ZRCD&7]0*%?)I-;RFOR+.1- MR46>#L0EQ`+'U\W5D=)N#^OYC@+@UM`43VIMUP39N]5X14NP%>6Z M^7W($]%U8NX*K@YPBC75U7VF4C]/@43QT^=V*T4ITIFTPYC:O)XZ3"E,J<0* M[!7.<35'[ZD>YK@@ILS$Q,P",XO'9Q:.8M:?K[$5J'FI`FN)XV*MQ'-,Q?;. MWKJJ8J+HM<3Z71K]HVM:S[-44;*0A0AU3X;`"=GD4^\.G2TN\0:@(XTZE7?B MVR83PB8;&M+20`NT50O4L"^E>3W5`2?`B;9R`I911*<=3_&$I9SK2QQ=<4VS_A_KK`UN42R:Y>^%2HX:922KGL]3]SDI/.5.T"O-M!+YLTC M5]$Z*+-V@4WH(:PLJDV*G>N#'$5G@$=:=2IO//7-ID0-NFP<+@++=!6+5#'I$KK.8ZPLPYP M`IR`96RG9=2QM!*Q3X-M8NROGS*+K3']1H;9C!>O64:+OL(T`ZYE]1Q3V%S_ M>!&_BC!>4!LZ$8)KB^`.3[G:H!#;(#AIA-4VQ&'Z\DPI6ZK6,PUQ)^J8OH#: M,";R"$Y8C5OA%6AWR]QFC[V$YE_3`;WFWU_2HLS304F'U:N_3-+OR^<>4-E6 M-P(_BM6X[VJ:[YE.[`26&MF6;YI1X%AAMRO;!G>\]E1!T@G)9CEA6NPK$RIE MJFDNY[-*T"1?29J]@,MUQF5-;K*T*M!"*&OBD(1T0,?7-">&UB-JC/+N?C'$EA6UWAA65VS M\>JQ:ENJI+:FG&M;ZNHV)-&V;Y`W6EOP\Y8>7UM,,J_T6-E,S%BE6HSN+GDD M$FRK*Q]))$?I`'KXDDHBL)X>H#NUDOZ9)^RZ,"DIB9,T)_].1K,::L8!RM"U M=4.YT;*<$LE=.D!#-Q\%:/_V-J>W7!-_8/!-)T4ZF*OC(S;,7F'(U'ZA?EQM M$UPTB$V?DZ] MDRF/X&JN>JSW#-OMH-C:A;>C'%]ESZJ$C%I;`4R>8B'A,S0-+!L$US7!P6?\ M&,&][B.P1]=`_ZZ.P+#-)._,4^8%S4^VUK-=39CO!/"#;LTFD>!J7EAH1L]S=#AE MGQIQ."OI_%F)HRJZL#6*]&-?]^(%F@:"@^!D$1S.2AI;('5F'51]/"I<"/$> M3:F\IS*RB1%@'>G;ZO`3U]6>J@KS*P/X<`C3J4,85U-<',)`"YQ<"\B\XX9@ M(ZFA(XO:>94&1#/%506492!?:C\$Y6`5DQ[UQVE7+Y*',5.8_GV2#W^G\YPP M>Q_*+8C:>)X!]=AY6S>E[AND%GN^;?ABK4:R&:NBJD1EJJFWWY23DA"QDG^'UKR+X8IEVR/W%-REWREA'%D,!LE M?&W-D[#>\&Q37ZML4]FD^F;(4Y]D-^26!VR16<%ZQQ[X!Q\*$B3Y*"-%.N9/ M8(\EXVQ(1^0^+>_F3ZMRM/([[I=I@9)%6J!D/%J*K9A:N;R'W$97.T7 M)G"UCLZG:C>=_E/R%[9D>ZY=D[*G,D[)-=]WCQ.@^^CV)G8O`;7FH(:\6H!: M0U`[.$L$O`(?!V;T;4HWBB9,V<*)DJ\9GW&/TO)!&%KKE69+CG-TZUU+!-IA MO7F0X$Q3)B@*9_W']SZ`"""V"H@M61LW8JS9^U*&\"%Y2.FHQ3&^=1]\><+L M+;39,^1SO-*2A6D"#220`^1@77JTJ2L[7\NA7B-H*&H'9=8N%5?W5%\6TF)9 M":Q)B#6L''^Y3(O_G-WDE)*46QA:E"1/2F&EOKIF-%7%<+%TQ`(`2T<@1TKD M8.GXN!CC#2_#&_+[Y>F`-6)/!VAX6 M$2',B=^8BG7B7VVKKEU\2%J0*AB#^^0GA/5N,N2&\RXMRBSG^-B\.)D,>^3^ MCK)+OR;IB`NC1]+Q=)1N/50A5W>4T/WGE1ON^?SE0\KW>)F8AN3Z87XIDP_) M9CD99WRA2KEA(W_/DIQ=.'I8/VTZ#__@M_&`@*7W/VL\_[CIT7239^/JR_*. M+X+'3#1W!?N-/;IZ&?]I'H/`(Q(4LKW]O"DA?N64R3<;KA^Z'<7`7I'-;N;%T^&Y4%?U]9B7@RF3%D_)='-DRXP_YX MRGE)EY?O7]3O-/>+\IG=D-.DF.4/BR$8S/*O_#["F,UZRG,>5.))Q^N>*.3' M!'DR[$=@>,Z^.*""OZCJZ0((563*AIQG_-D\7F0>H;(*4%E)/WE!-%"L>W%@ MAV$0A;ZNFJX;Z[8:QF[[G530 MK-0&`PS#Y1E/I,'YQ$8E+12"F*&3QPRYNJ?;RW\,!`UU[X4MV=YNV2SXU;O7 M(V@(4$/0$*#6+:@A:*AK04/6T>)LA8<\8H8D4)L(U<#>/(#8/B"V9&G.;%]!'*`'*Q*VQDRU`4;"(>O4VLX..$`:\!:N\QLMZQI MDQ%#[;>9JF(86#AB^H^%(Y`C)7*P<#PT8.ABPT^WTSO95.&P!JPAM@AT;%#>P.&VAX(M`[+.20JYT1A0W+&`=48GK,1#32O)N3? MLN[S=UQQP6\&[_#8'>U?9D@'6ID9VE^SXNPV2:9_73`0I;2XR@)V<9X,2C:F M?LZZ>UL]Q_^6%G^Q%_P5\.JP^>U#$]0(\=QU?=R+5"W_+?_'9A_+F0U9[&;W1M;_FDC3;V'Z+Q M=)0]4%I%4EW,\L$=N_QBE$P^SGBK/LUCL0I_5MXQ9G+$;L4U?9C'-:UD$CW7UT@H5_\_>E?:XC239OT(8`VP9<&F9R=O&-L"SX1Y?XZ,'O=]H M*:N*,Q2IY6&[YM=O9%)GZ992*E**!@;CDD0R\V6\.)(9$>6+WX@A3I6,@3C! M5/<"P]D3] M:^I/\4G9]Y!/BG"`"79DW%K*>$$-=^?1PMTF1!.)L[+U/FUIC#3HOTT%,I MU2U;\U5B.53U)EJ">H8VQYBZ'+SX3;?WH\L^DSXCFN0T:'H@;59D:J%J4<,P M0]L&E2O0-$V7!M%3-`WG(M#43H,FX5FLOJJ[OF]J3FCK!O$GO-9]&BS))FTU MFG,;.K_GD4[!]0AU7=>Q(BT(U\*GF1@"Q3BUB M@AS[^KR[(!6!;B$[;V158@!DH6:'1',=E?H`6Z!%ON8#?(0[6!01VRB+2;92 M%@T']*5F19I&0B\P#=,F&I=%S30=$UC.#?HE(SM%;`6HG[]\6\++=$,]HL1U M";55R_;4D!+`*Z!:J#NJ0=N,5^,N?V;#&(0ANW(-S<&"\+W MCHB3$F^!H']H[6>BU%`<_ MTHW`C&B.ISNZ'>D.0.S8ON89(;&#=1!KEP?Q>I`@[@.GS]!#W==#.PC-,**3 M@%#W'6\=2/KE@;0GZ]^+W<.=":]')GC6D69ZQ*/`=\LP-&JYU+7`?S16R1M"[QK7S,"D$JJ:T8$IFM1?A_=5(]\B4H:K$"'ZL'5E0/<38.0V>F+[^#K[[&Q3UKKOV65H!6Q=+' MSZS/P-,9?']DXX$?)]%BKUQ&<#E;4#J_G,3V*355:NNA3U1*0^KH!/Y/US7/ M\\T5RTE[.X?UYX8:I6!;6+=:"B@!'S)P[="E-`B(Z;LVEP)B$4^C:D!7DAJE MX-Q2L(-/>ZPD>+KJ!(Y#=(]JMFT0.XI4'83#IU$8F'2U>D=)>#9)6.GG'&L4 M0LVT+/!_3#V,K$BU/=UW=37@+JBK1Z&&1N'YA$#JAO/JY0],(PJ,T'5HH-G4 ML[R`6+KJ&99O6!:Q+%S^SB[_+B8@U#7'(*[F>I&I!Y87^9$-['>)#=R/R"KV MHPGHD@G8R2-4'8U2W_)T"(=#0U6I&8$01&YH>\1P?!2"=@G!81[A+M9`58FM MF;8?&9H;1*$7FBHXB8&I.[;JFZI[6=9@?/./=556<<9/_X6_X$')>)M!8/@N M_\F*YE_),*DVOQ%9_9BGYY*^90-6S+V,Y_L;I?>X_.RI$(B_M&W[6EI$(]?R MP)Z;X-"![;;L_&M/4`J!O;B-YOVS(V;B`?@=%G0D^WOL"@HRB`D M&H'PR?,-E8[?8;F&YH3>.N@-IV>;"/T&Z.DVZ"UB6Y&C::$*B$/@JJF&/H$^ M\FQK'?26WC,WOD&\>NCU;=!'MJT2TU'=2`\B'WP'U58G"L?TB+Y6X=@]M8T* MY]MHU!7HJ:\YEN4[7N#Y8)QUU0K=Z4MS1P_704]4JT>L8[%_`M1E8;_5SIJ: MY[B&:VJ^&IFA2?E9I.E90]MT-]A9>Z.K=/70;U7V1/4\"%9]T[$CTZ.J#D+? M0*]9A*CF6NC5GK[QM=350[_5Q0DC\"']*-!-GVJ62G7742:EK$BY,[LV MIO>TYC73399;=-HE5_[A'* MJ,COBWA8*B"CP*NR7R3?X3?#'/Z\J]/TD:==?<@KIA"B5+G(NP)1%4571?N; MNR2#(#^)4W@&?-"**=#3E,QOE1<53O:*\&"I$O?W[ MEKRM5B[L=GE\DFZVBP9XHC``JNEY`K%$<"F`VQ<(!SQS;D4"V<=^-;MN42DO MW6_Q2.3[>N:ZP43^`+==3E\JG-+J$SX9NE57S?0?MT3U.7;Y.^3*KF':X(DK?DAZE`DY2XAK!D6L3W'<^W( M=XFEV5XP11CB\8;F.KC+1R.\+75T0X@*CE2@NI&A$6*`1\5S`B=C]#S=77&N MFS9Y1`L;RNL3.LO/K,]A3>X2-OB:OTOB[SSC/&$KSA62I9-N"PE/OA=1WXSX MH5]?MXFN1I8].>CF6L1;2GBREH:Y=C!'CWI9FIK]Z@>2,0 MIY_B9/`V\^,1]Y"VI'R%&@E=RPL"C<*"69$>^>$DJ+5T:CU%H)US_Y!G_$9% MGJ;B@&63#+]MZE[($UD]S;95"&SL2#/\R=0#TS:ZM/B?X"'9M@D3R]5,ZH"& M\#35/&D:(JWAHK;[Q?UN#2'7Q><#\JKT;-5039M7 M;*"J;V)&RN:VKJ34=KO5B2WVM$_3O6TG6 MY^K0YU9*P/K"?U$T\NJDU2U1\&;#U9Y!\(YI/_7<JDB=K39^'T>, M'_2`H)?7I\_*TQBNSG&(.CV"OA\&@*>R-MTCA-V3UJ[I4@B!P=`ZH[)PVF+N MA,5)'+FWADXQ3]]Q:D M2@.I&N0U/T4H[8#0);R@V!FE;KS!,.6%L5N1:8LL8)R+B@85S9D5C<3M@:M1 M-%+;O\X&Z!PV+V=/C8"))JL.W7TJ\A%(]>,KA>?55B+5A*=EC7@FC])`R].O MWR@?6'5XPLFF@X0=3T$9QL5]DC6#C.LJGWS0F$[Q29.E0E157EZ*BJEV M)=W#ZLI`VSU!C%%;8#X5RV!(Y/%$^5/M> M&9YRV^,=Q+32]GK:`UGKB"Y=$:X%>W<.7\3.ZS:9VP3A"9"2OQUKR$MJK_.K+WGODCHM,\>JKXYLA9P20J].4CZT9\WEOS#-?KFGW#6M M9\@2E+8PX-0^$!+BD@E!Y.7I7@HA<&]H/;91761)51<,(ZP6J9WK.89O./(, M^-4?PT=N(C=2HLP[%I?L M`?Y4W@Y'!1"4URXH7RDIWP!`32-?TVS+Y#H!5EW`!^4'Y>=@?'`G=SV:\WNX M[C`')/XC]G"5_$[Y&S%ZIBA;P_^E*G')/YU/Q%=X0J_X!<^H?*44K!RQ?I7\ M8.DC[C2UR$&]GITF!S>:*?"FOGO6"AM5'O[#`M>P"UT0[LL*U;G:E M`+31E8'B!)]U@AW93NF6,XWXS`V77'L-[R@O%'`=E+_`RRF5$"SQ`(MZ(U5; M@P\64SZ0V%C4&^6P)7(H[=4_RB'*X1%RN'.G33R:MEYJP[L[UJ_XD;-W[#[N M/RI?XU_*^[B"Y2N5&_)2%M=;!&?KE(!T)=GM*KQ8N7EGJ-2>?7*P.B$S_#H\ MA(?JJP6BB.IK9ZANB'X&!;9,MTLY3H#>&:HW5&_M56]6;^<8%;7;X=JM(R\K M3HG5[W&2*3?O\K)\J>29\B5.&8_IO;I,,E:6#&)Y*LU:H%&XX*(%TR-&5)J1 M;`M)3ATD(B\NF!>F/%N.?$`^=)X/:"?P?=,!V'(7E7NH;[,?K*Q$$N&-AOL8 M;5)%EY,+?0(==?$YST@QI!A2#"F&%&L+Q6X(D=C(2>H^/GT.)/6^^R@ET&3U?O\CKT&A(-Z3;>KJ9YVL!B71# MNET[W:B\@N](-]Q*WPSB;JX[;DH\\Q'!TU2[PC.$NQ5TNOQ#AA*;C!P/YQ6? M0D0%B@H4%6@7%:@A\9@V:E#4H*A!VR^4J$%E;GN04_4#00UZZ';)^M*N9Z@1 M>I#:2P\X52&M9JBR;DBKMIV:5C'NP`PP;WHN#3#4_(SJ`M`2Q3>>P3I5=A2W;UQZZZ?3"E8/[_/X/J!^'W! M!G5_T@LLADEE51'WJSI.^2]9,JH4T'2LJ>K':[.X:9KWF^YA[GW!1*](Y3NK M?C*6*>_S?/#X7Z7BY\4H+YI?\8X=@?`I^/\\WF`LJ>#FO!U9J52YN#/[-4J* M:4\R_DE9Q55=B2RR-!DFE?BR!)H4*Y]R-RX\6,$0'T7Q0:JJQKAKF6KVE-TP M(F?":+I):KUI`UH<([VG'*WF]R'``L>%+D-MCMI\%V\/M?DJ;7X?)\#X49$, MXP(>,=89@XG.*)N4W-?*3?)2?##(068!%&7$&T(VJB2O"^6/&'!@)?QXQ(JQ M'H%[?/WR67E7#7IOX`9PAT\PR'(8B]<_C5YA@S=">\'7\#V_$PSDWXPKKQ*F MT7]0OH^S@94D4_R')(M?<5U:)C`*F"\\?FE=#X&O^IE+N8_RKSR!JWZ`[JX+ MT`KY$'!)6(EJ$M5D%]2DA*RF"U"3,X>NX%_'F9(`CY-"N&3]A[BX9_.:,N:> MD`T*:IH=!KHJGJDPKN`&[`=+\Z8!W2"N8N4.;L<=-?&[.A75#),*O"]0<5D_ M`3<1U-P@X:JTA[H#=4?[=8>$T]:MUAT[G4&_%2?/!ZQ?L+@$]3`)FC9H&ZUQ M$XJ9V[79@YMY:X.:\4N`1+<52#K/?:Z-D*/#6%C^4X6TG6KPN.&^A;CHU0QGU8).Z# MLDD8SH:C>5>U9%D"BY+E/#;^F52@GY6[N,^4'W%:L_:BIZNJ7/2JA[@".P=N M:ME_8(,Z;01P&`O7E6]#@*2EREA(0>YBX&J<@MSE=WR@)D-[=E03= M1TF0%4IB?]VP\4W4Q7%YXVQ;R[U17B9[<6\C]?9ZL?+DO93^Y-755NKI=+38 M>^U6?/+LSN:Q(."D+W+2K#WZ"BCR\O2-VX(=233OUCDVQ*=M#8.. MZ0ET#GN*DH>2=Q;)F_AL!^S'8&+CD^O^B+,Z+A['(;N\DZ7M0:]UY):N_/!T M^)4T.2#4ZIDGAZL34G/0W@,J,%1@J,">48$9CGV&\GJ=D)IC%5A'-CU.":$[ M:`X:E4I<*7Y>5LJ-@<6%3A"%7EQ!?5/O.;($I2UL.+5'A(2X8$)@APG+_NBMQ(/:3>\SH%%]]O`L/R-_^$+]@M M/_")H0>&'CL8>'E%%=&,(UTNG"X8J6.D?@"V0<*S?!.>IU$J-R:&#&U20A@R M7'/(@!1#BNWC+ZL]#??#L$.='*R:5-\;"X./YU!*E]:4ATI435NP:0N!3FW] MD4]7S">B]50D%.X"2-L%>%J>`V.4-JFOBXE1B*[*.V"'&P!(+B37W.%50B0V MT;ET>FF?MW!93L'LG+QRXV`\CN''+HUNB+PW[&C+D2\7 MSA<,US%#UA8N'JOGD)I(39D>.*7G M.Y)WY=MPU[U'(/Y\[8KQQPN[D2E2GGU37>% ML/-U3HEJ27P9LPVV3DC1J?TXU%^HOU!_28+,L!V)1TQ1?RTZLXM-81=^/_?O MN7D=T7/N;%/=<;@K>MER6BRT612?2`W:C)>*^&^Y!^"MX@XAP*J489QD<[VI M:_A-Q5NXWB=]Y2OK/V00@-T_*F\S7D=C".-4\D)Y'__R_Q1]!#/V4QD5^:`6 MW4SO8"C9?=GK+&('B0#VNV]6K-W][B74?FEUO_M)=Z@9M<>/XHLZ1W8/\S&;G]!.ZL=:: MG?G6LR"HGYZV/>>BLZ$W]ET*=J8>2U]G\;D\/\/>U\\0S=#KHO\0ET+S@$X9 ML8K3/TW`LRO!+,*GH!:*@6BF_@C><7/'*_,MVCRA&V?#LG_E*GW`^@7C2\S_ MW:P\9W=2"%,$JU_6!VP-7=%7%8%5R-PW8WXOJQ'([@4AI-D+[DYXE=^ M`"/T`,(+L^_#3]@]O[ZG_!-,&QA4F$61_V#-_<$)2%E?&,OJH&#VX?_XB35'B*0Q9GY2N8!7C/#"S@&S&[FP1FS)_\"9X,1!"3G(S& M+9-8^03.Y!U8YO%@8*YEG5:PXLI=D0^5-`0E&./0R6 MP7/[<%=PFP[??P)ZS8`'R&V=,.Y_3\SL-4<;_ M4&G.>KS-JCB[3T`J2Q#`.8_L0Y[=^L+L5B!\G&XO7RO2--5LA,YA$YM=MMN& MH9Q-A;F[+`4GV,A^%@MI1W:RU\VN-'HWNC)0G."S3K`CK_2[]6H'\<&&Z1M] M''_LI(+?F3:;!@_)"+LSH/B=1_R^%O&`@D/VH)$18.*!A7-T6C8QAGZ3[1EZ5'1H*)!1?-,213$Q#JW.Q.F(SOK9ZES MB[M+\G>7L#;(]=0&05Y<,2\(EGQ&/B`?D`^2?,F^>>41B0Q2D'E(/J;<[]2SL>_[_[%UM<]LXDOY^5?[B3QLU187PKEHOD7@)P-?*3^HLA#.D2>);KI MB_>X9++SI\UES]"1ORV'>AW9->=NSMT>.?V\H3I&^[M\N6SU(]GJF_)UMUYX M4\>.>&\P<;GK7F'9WD3_1!UQ%_X[WW*^U;UO<=5AL6KG6\ZWG&_-VBGETM8N M;?V,"S!_0F, MW_A;N!G2[?XZSW.>M_`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`]!WFQCY3;9@G;'/];P0Y,R_I?K[O&@9 M$.%X=$E)D^E@D>D]R\-&S-*N%C"=EWOR@SBA/?U*'HQB!\FXR71`: MC>++(GG7_&'!?MKCVUE(Q5H/Z:P0GDYE>7\@T5^>&!G?-,3;;B>VTJ$[2?\P M=OX00]`YOO;JE6M[EVNX?9SN]KEZ?T*\NRV:96;5_1&_#916$!V>3^[[U#^+ MF[ESCO/M@F%SN^O@'.A'O4&-GSMA"-"/4*<5_19.SHBG9F>^ZK=\:B5ZG4V6]J=)0TH MZK.8:-^#27?!X)V,J#R2&U=(7Z;>Y1$V<#3ES0`H8%HFP[^Z4RI]29/N8+:S M,Q3JBZ>\"-CTB.J\&`K=U'!:J&=P.IH,RCHZ=8=;^H16^[-I\P9MX;IF=[BE M1QSA);E671@ROBGDX7A6_[:C=P_`<(T MC$KWP;I+/0Q.ZTNL*A(Z@D,78_RP1\?_O,_/.\?59.3 M9'P!3U:__93#A"6?87!Y1:^R2E''R>G[@[`ZJ?O%!^#'94[Q[Y/B\"R.+W__ M',,4)\5);N#A<5Q%YJ-@/(ZSLZD,P?>T^!WZ^!U^#=9P=EV820'3GHQ_CK.X M?N:?,-67/T_7DP,O';X_L/":0VZY\"F)---,*.UK1J00`9*1X((&[.##9RQ1 M6`_Z@1',#3$'=30B?HZOJWZ+.P.T'^L1;FQDPV207L2CXOW!(9\;)U9""(XL M,R%E`0Z4P:0>IV0B],,#;Y*EM8B38GCP@=;F?C/NMF$]9=0P:*2^D)_CZR>/ M.QA\3_,+DX\O\_%4\TL&2I70.-2:2ZH(HRRT"A$C`DN("2-?W!^HCTC70X7Y MK8;Z#/-]ZF!-X"O+.:;*4A[XH1]QT'RR1G8[UV<;\Y'%:YD!'#'/-`S"\1E#*Z(*@_IR8C\CQ3&'QX\*J4'`; M^30B(*!4D=2^P5)3$!Y3\)7[PHJ-"DL>%Q9NPD_JZ3+#E-RP+`M6BQ>O3%?U!49@,4*JTD-UQ1@:6D:&:M MU.(%41FZK]J'!'FNN/01<073A/B<)'Q.7$"HC`M)%&NP)F2S.>*=YM55[(WO M*-3+3[T2'CJ;6L5D;@Z\,O[N?;N9A6XNJ;L__IM;ZE90ZYV0?/=OH)/\2&$? M<<+Z(:V4#ZH+W/O-N0[W)`_SYW$*__T-U%G\]Q31/^=%VNGQ M(8?1>WRFL<.:''WQCQ>!F!XQG.UACYF>6BPWBCX]4NSNPM(>'5[TN[MPP)&E M?BSWFU3AUZ0LZPWCPKM*R_,*I*J\6C`ISW-H=.U8DF-)JUR"V=EEON[`X2ZL M]9NM\#J<#*:9_#3;0OS6(ZWN+F3M#X-Z0]06/@!Q*-KO0]BF#NRZ#T0<7WO>UJF[^;?7&+@W M_`V3+NMHNQ18+\B%VR]\G;"T<^C#W'ZAHTYNOW#/86E_V%*'>.6X4C]6^VW@ M57,_DSD)'"URM&B%8U2=Y:/ZX@J.%KD=0(=)^\B)WA"YA1/G+F_>(RK@=@!? M-W;MWPY@AV<8W`:@HVL;V`!TU1!Z!8%[0]\PW80^!0'[JH&WB[4'-M>J;L7TM@FSHBP M[FXL6U[2;A>LJ&KW@I7KGE$KY;;0RJ_QJ*X)'U1U0>)LD!1!-CQ.BF3\9U*8 MNB[S+V-S4Y?Y)/^E*LHU;CA7\._]XC%5 M<9S;VC'K";NY02^IH84IYE:I(&3:2,4"4I5MNQDTBMA"6:I#C'9@T$MJ<5'C M\T!7!=RH44@2$U!5#YH)9,1");<7'#2TGGN3R8L2GH&P+-^3-Z-#GW)E&N+)1.*4B$B&BB)M$^;H7-M%RI# MR9T9^!('-\QGH>$1%S*2-M(R"F<%QXBE"_71B-C`R)/T77"19,-JA]F.XK,5 MZF$)3A3F-$!:::(MLTQ$C8_Z5-N##ZZNE6EC`?3"YFC]2U M3"W\[!'(G@E#0BLM\[GT)=$8(-M$I#'>4&IY\,'^5LOQ8"\/"5+)NJH8C&%C MK)74^A@1SJSTPQE\F`"#\4"K-D%FO2R*4 M&3*R%F)^;EI[6A3DY/IRE?Y1A''(L(#)H!$8)V+DAB50X8<<537P#G^\VW/U MZML.HZQ,RVN35"4R1Q^S8?+]Q^1ZE0IQ4EMEM*91Q48$TI*@6?U18]C!!_!; MC#$CA-3]M_:T($A^<9%G7TN@7E_!H9/BETE9E'%6A0`+Q5;]+W@>:3Y^LO,^ M@P.?6,P4`2[!0TL4PDW52&8-F8.:8MK3P0%KOSM.+G/@ M\-G9-)&YBBWS(.3$`@]@@(P!91&E,UDI9^'!A]^2XHY4K3W=E\>FHV1LP+[. M\O$JGT MOD2?(69)!W:4QV5;I4KR8!E8J6"UB(R(-*4^5T$4R)FW"V(6*E52P?T936KK M_KYDQ\E96H!E9N6G^&(5UP,IP/(#`CZ@*`:;\OT9?0&M10?WW[Z][Q4=[N^+]BO^0B86CRN%;N*->&(!%H1F#[$(&I@ M2F/:6)-DBA]\^)3/]W^OA_L"_#L9C7[,\JOL:Q(7$+(-/Q;%)!FO8D]:VTA( MYE>N:$+L(SQ3$9=$+ICU`UW=2G0RCBO'^WI]\2T?K2"!BA2F7+*0^M):2CGP MS5E``;^`2?JD:PGNO+KN,!1<5>UZH3*W@&+.:T3)*;&LYS+VKZOWW=<5K\,7UE M\]#'JH@E2'L,4-%4:%[A/455Q_>GO"CT]?\DPS.8L>-D5.\0G:>7=WJP<3JN M.&-R\^"22M-6((N0`$Z**34,HFPE9A##.5TLU\HV-CE-H>'7/#=W2NE**BRU M"&@G1`^A3R!`;%8F0KG9YMS4GNYWI0D3%^>P(EVM9J2P(.M($R&Y]6E`C07" M72M"<(.CAI9%WP?G56WXN];U\/QC8/16,P1CCX!S M*VW\9DGS@3$M+/^WE9\W,VZZG7$S1%E`)1&P<@'/)UP&83-N09!:B)<5\S=I M]^H+?AF[!^(72$T-JF+/$$)@:V;@S.SBROE$_Q^EV1_O3O.\S`!*?X*_>-^G M/QKG57K[O"POW[U]>W5U=?3]VWATE(_/WH(RZ-OJUV^K!P]NGB\AMGI_`!I+ M(+X!,:J7-Z\?Y8.;I\['E9S_54=PB$4$G#?2ROJ11M0GNJ$$5FC5O'D4?TM& M3=2WI,WOHV^CNQ)!WW&9@WK?KB22%4("Y8]D8+`B8<3]YO6@^*!=I,?;K"L2 MEF#^$`0@:;`P-"1$(!'Z6"%MD"];15K29EV1?`BY&;)5VI8$TK=^DW^0P+*- M:15I29LU11+:-XB$MLH5$>`QQ$*(P@2-(DL),,XVD9:U65M+R@\U1<1:'Q9K M0D,]6[@CZ;>*M*S-VB(%$5)@EB@$D&"FRN#,:MO+,&P7Z?$VZXJDI*6A4EK` M$LZ$"H28Q06^)KQ5I"5MUA;)6,9TH"T18*18!1S-8C?R`"XM:;.F2&`5P/I4 M)$/,@?]$P/S":K"<0EP;(=$FTK(VZVHI#("GHP`,(@B4Q-8*O[$+H4F[EI:T M65>DB``M%$`/)#&14-0$)F(P$5$(8PYIJTA+VJPKDN6441]IR8@0!);Q0#>D ME89A^X*RI,V:(L$$P$*E+`\"WW++0Q;,)B$4@=\FTK(V:XN$#2R=(C1@IA93 M1;ANN!X*P@=$>KS-NB)A/Q`B]KLZY(1&(=4!XH M\)50,2M4V&2\M1:MMK2LS=HB!1)&[4,?!E,,732;`%00SFV[2(^W65S-NAU652-NN*!*1'<*#/%@%]A5A#W::#(/)O MQZ4E;=86*32$$E]J1)12"''$L302AY@9W[:&`\O:K,V78%D/.:RD@'*<<0!` M43F38MR&W+02W65MUM62$2BD&.BJSS0!5@8\"$8,BQ;!$CAUJY:6M%E7)+`$ MACE'H6'@SD`XL&HM MX<"R-FN+!/$&$H19G_E*&T"8"$R5*$T%(D$[+BUIL[9(UOA^1*L].*.D")B8 MV85O(M(NTN-MUA6)1U)*"%NIXB']?^*N;E>3W#:^2I#[>$5)U$^`7(CZ>8_$ ML9,+)Q,,%G`>/Z69[3Z+!<]P`<;PQ0+>A>L[I6Z)K*(H==PY/$+CVU35*1D8 M)Z6(\`*)$5I)M$->@T9_I3VQNN(LC)=2++F M`G%#.J!TMR+B\Q(2`J%*R-#$X/%-%A(9T"HL/5XT_!H?6EUZKM##> MIS0@H,\92V`M,,[;8O>,&&I(7W$&QDM)XFRKA8R_LU*IH\]7^XP@JD.Q,%Y* MLP?>CJ5&@O>@TK)P+@IM091 M7[\5UD1VA-E_8TP=GU#Z,<9)*86<#J0&C`9/:7"P'VU4M1S5@%L8+R6,2Q!5 M&APUT2HY]/*4'%;-.B4#XZ74D!A(.L'>E?5:> M8>2T>CX#3O9M\\]GJTK`PG@I]1Q;")DG,@11'_&\+9XG=%4O61@O)?P89&HK MW%)LI]8E[\\CB:EQR<)X*4VZ6E#FS(+U.\8WI?'+ZDFB/R4#XZ6T*&%6,%[" M#OCM"BWVZNBDERDLC)<287["^&2FNWD4OR_O[PN:4U)#I87Q4MIG1"F]P"SR M*KV7^1X@VQ)4)6!AG)0RA3X;P;52+U&JA!:>+9J)::M1LC!>2OA9653B.9OV MFF'VMYEZXC^KE`R,EU+N$5-CAX")"2MT$'`>.1;K47"G=CK_:1@QR2BJ-8C[/O-BUJ7LH%L9-Z5;T;\D*=J<= M2)Y'1S=N^3-*/\9X*2'FP=.G$6<<94$3MO*,F$+55YR!<5-B@NFY;<0[)CI( MZ?R,..^F*@$+XZ;4YKK-8P3'>@M])#A+0UA.3PIM4M5->0OCI,04N=*!'.-S][17:*\! M@D-3XY*%<5/:951&.I]0&S=M/0MZ<#Q;G4L6QDLI$=9,(#KMP<.O'5/IPR MJY0,C)L2CTGSKIN&P%L15\KK7$DOQ5L8-Z4ZS[QB<"U(19GAO+6BQ;K0M3!N M2CTB3TGJ"]8LM=F?QI]<4]`W4BV,GQ*HKSL!X*64Y M,U!&)H`@JX?+IF?$!P)6I61@G)3:WC5&(>YAUK'H[!Z>G^\]JQ+.PGB?$M?` MB'7W\HP1::9RWBK(WO>XN?*4#(R7$@QKI-4/K1PA-BK/MY-T8XJHE`R,F](8 M,(H"+0T/1,CQ29X1']IZJ#0P;DI3^M5@=Y=O4Y05XJ.CH:_5S2\+XZ741QJT M\^UJR5$"K?GV;L,EZG/)P'C[!"1W[CW&7-H\&'Q<>7,9+:U8B=50:6&\3VF, M.3ID=,B]]Q%'KF\+\/77ZE,R,&Y*N\%0S[OUOWMLLL)_2;K?)9O/*,^8\:OTX-"RAJ)0LC)-2 M":OGO'*(.4(`\5H?M:+<]6T="^.E1*%AO1!2Z%KX4W/,CXM;QE&MI87Q4HK4 M.M:[&)0OCII3PT#$M6Q^C")>>7IM8/ME(M3!>2DFHKWD% M-+'PSN=I:;G56;UUP<)X*2&7QR*A$1-^K]UNMO?GEUZKM#!N2IW#O>"FS)3@ M@1*-]Y3=3'HQQ\*X*>$ES#4/Y@=A7O08VI/59]25@(7Q4N($TUKF-:I41Z+R M)(?.$;-%I61@W)3:J&M5F.K#@B1ZVT>>LGH3_2D9&"^ETD9&)H#]2->/XE+!L9+J>]^PLQGM3TEG-">(E_GG?0S31;&2VFG]%*\:OSR4#XZ8T2ZAC=P0;V@.FYWQ49QOK MT=O`>,]:4MPI\TU4(E)H2'@C<4#(T2A9&#>ECHPP2D+@&["+.]9WJE;1#\E: M&#>ETP06*)PV;L,=7D-[A`9UO0W&PC@I#8&I'W"O9\4L[=3J?KT-C!>2F44 M3,L5[V&IMB`8Y>T?2;SUIV1@O)3P[*\XA-085Z>FV;Z=FVS0:`B`:LG+PG@I M#<)O;N0!)*Z&*#/C6S"N?:O3V\*X*;'(J6FTW)<,J2.^;B,7486NA7%36ELZ M]U;GAEV4<\K;X9YJ5\L4%L9+:7X[MRTKP?ZLU,>O]FE7[7KT-C!.2GOM/6`Y M2NJ98Z1,H=R]]8TG`1VKIET+XXW>)\;<.B>X,8XUSUS?QI_)>G.UA?'6O2E+ MD#XRQ3ED+634]1S@Z-+4IV1AO)3B%CI2=N@I1LCI1/L)>S'K2L#">"G=^N)M MCT(0SF>F6SMZ]_SK41.*A?%3&DTX(T_EO`/-,-ZLCO"CBA,+XSXI7U-N@_MM M8R.&A$WY0&/07"E7O=73PGB?4JYMIA!7JE,46! M$)OP^=P6P_8@A6+^$A*8?LS*PGB?4AL4>VQMXHGGL,N)YXDQ0D$MGUH8+Z6> M"EYM[K+:LSPK1*RY.G%>9]SK`7[Y^92#'BH-C)L2]YNH]NZ8K9'Z:&]6;S7H"<7`>'>:QBCX MIQ/5N!@>GSYZ)-LGQ1P+XWY*/4W,AGCFD=!D47B/3(6BGQVP,&Y*$TNGGK;O M]4`EKKH^FC7V^60N_1CCI;3P"?WWO+&$\!Y62@?$VGF%R MRCCCWGH7[D4*X>EK@Y@^^ODX"^.]3R#N$NO)L#][->0MN*'GY\_(ZN:7A7%? M<5#7#I&/M-E#IH$`^(K6IG=Y61@OI7+PXQ3S[3\XM_6/8(!*+[0H]:[?4F5@ MW)3VF85762N1E(%_#>^"CE%_2@;&2PGBITZZ#1*[2*.9Y@GYGGW;*?5/*!D8 MM[5L4!F8G1V+N?'A`P,.[^)=B,$#C?61$O7N=_$P%L:]:SE*%[J;,V%`4H]3^!GQ1A#4=RU_ MC/%2FCG->+_+=V_H/8M6?;];5T1O&[8P7DJKG[PV#/2"!YMQO!^P:=RSWA!K M8=RJ$C^5"G0TM1BPEGKBIU8$,Z1VGUH8;_0.'/:=EY7Z[9),E-\:-O-4@X"% M\5)*&1VM6V)_(Q80E4KNA;& M2VE,%KR$65HI><&KQO>VUYVS6M&U,%Y*LX5[A/O>#+3'EH!@_.[Y9[W?V\*X M*>$/4-[(335`8U"?;W6V-CTN61@OI15AXTN.8=>8N60J[0E[E4E_<0;&2VFO MM45DW/HUHM_)3]LFUUCT:Z(MC)?228,HQ@R36&;.DY_"S#W`$=7H;6'[\5%X9/K6"V,]^Q`6'V=NJ%8PZAW&[E\?$(SZ!V#%L9+*[`LGO-V1I02@YYV+8R3TH$NK/NL M`*$HB'WYFP$JJZ4-:]34M&MAW.=0XDBUTZ"38Y4X5MA/OJI9K\)9&#>E7GJ! ML(^1[J6OB#1O80;O0)]+!L9-Z7`8L=`]8WK/M]7U9O7(^M4K%L8]E^Z]X?-P M"?V>3[QW3CWY:GW2F6-AO$^I5!ERO2&W4_$>1KCWF-8Z1]Q);_"P,-ZG%-IL MJXXRTMBWP68\7T>]%_;K%T%8&'=AD..9DEN+=V.-(5\_#D_?C^>JA<$?8[PO MKLE5&KTMY*P5.-%']Y_TI6IO"^.EA`@\4P^I3*C\/6-]KC#L/#:IXL3"N"DA M^@H)IF80:95*?@LS<1X]H1@8-Z76DFPA;E&PH$.?[U0]GW3F6!@WI0DO74.8 M]RL9%2ZLS.>^QJM]]O-TF3&)^Q)[6IIR0(*AV> M5?:!)-R-UKL?0I"/ZE,R,-Y2?.0]QVFG]!WY?O[EH^XXCMY7:6&\E!(L:S_" M:W%H-4QT["R^H%K`^.FM"CP@67= M?=UO$8N\3?>E9[5,86&\E#CF$FJAQ-0AIOM.[Y>IL(YT2@;&2PGR<"'>C1H@ M@DJ,);P%XQR[FN,LC/OP/DS/W'@3NX?<2J[]_31QC*PJ`0OC[?=&"$8V*)#3 M%)$HPASO)S+:TO=V+8R7$H62P[EWIYR18.GK:%"(W.O>W/1>.`OCID0]9AF4 ML9Q/9>[QW5L[4V^#L3!N2MRAG`G">;?`9>[XSHN"K*I3^C'&?7:@WJ:VBJ3. M,\7%J;PMP`(KJU(R,%Y*N:<=3CT"CU_[:JM]7*B6=7%B8;R4:KH?D!\BM.Z6 MO[3U?M\U?*(J+8R74L\89MRA"KPB$D*L;]VQP#*JE`R,FQ(&EM:!AH;(SYOB M>??\;Q>P3NG'&#>E%N-#D)SU+Z-9&"^ES6->49AHPO!D9/+W?F5A_8H#"^.F)`D#O?6]%`)&SOU- M#GOKY5,+XY9P=RN[S`6E,U-O2.OW=.FFNLL<374H%L9+Z<"Y+KK?QNBWJQ3" M]2TY[*&7O"R,NS"XUSW$^?UV@DEK[;<4*J2?0[$P7DJ9RKCGI1K$:M^+2AP7G2%G#?B-A*0>WCO>]B>WP5@8=]T[PM]#%:8U%PW\KX^F M^]WUA&)AW)3JV=^7="PYX85(_Q[V=L024O62A7&?E#\)(;AP.WD<'BOW-^SA M+^FGFPV,]RD-;O$0W0T((3SV;]>%?0][L^L;J1;&2TEN6M@5*YIVNE^M#:\! M&B/J0<#`>"E-*GD6R85#RVTEH?3]F$M$-M7;ABV,EQ+R%5;-W0%%G.,QJKP; M61P_67$&YG=3^O.7+S__]Y>?_S2^_O$?OGS]]S]]_9=_?%_+OW[]X]?_OK7O_[A?__MZU_^\.7K?_P40T@__?+_^.G/E]/S4P_\SU^_ M_-=S@#8PEAV,BO23[^W6^6F187CUWUSQ\P6@7W[JGVKH?::KH.F4LU8NCX66 M?*96)@:EWS'&\K<8(W1]ZRR[C4D=TKZ\05#*&9^.,>#UM2(RK]UE3B/0>,:X MAN80?M\8T]]@C-064^MW"X\JS%]$]JDK4[^7%/_F,,:OQYCO^8T8#Q($Y$_Z MMFOSC%%V59;0WV^,\!X;`F27-*&S\\GYXT@\S_GI&.-&>&+\J03H#1AY]6>, MM+H2N7[?&.G_?XQ5\@QQG2N2H[0=H0'O'1M[GQ3K;\+'K\>8%C-398QG1HC' MD:0]8ZQ'NX_R[S;&D'M>DD(\)[?=;S?L6S;=+7\^QISZ_4;OO4?V]F+/#2=( MZUY6W-8\VF&#WS?&OT5XU46)AX/.6><'WWK=?Z/*X6SC-3D$V(,`U# MQ.N#+HI8GBMII2N9GKW+;+\I@GUUV/\/^ZN=3>35->^ M$C9@\$\,YOT?Z=B9+C*GE2IM96]_Z:^ET=PTT10QV&OYLDP\V2[XF&LE!X#E M5#W-K])7R:#_[(P]XHQSURH&ZK&9MP'[[B-;9@_T/CY&G1$"'J0]Q\WF7/H" MZK[#T9ZDVY"RH5!-[>5.IP08TD@9I#3L)8[!'?9NIV#;!.\-F0FRB\;S6MX; MHPDG7&><7VZ3^[G+JNC[;FK#C@;4.7M=^E<6:M3?>E1?`70XX(R;RIR&O=@[FHNQH0/.R>&E)E;PDI!JYIU7'NJEW!;.^UVN:S MRG/L`W0\MOY19_2%D=PL<&O=X$LL3F]^,G=Y>\:-OFUR9X=QX+J$N,][[/15 M*]_/G=%),J6D:Z^V#('J9_9E);H'.AWL[2::(+,8ZF6OYEQG+#M]&^@$Q`[` M#C)\KXYYT>5B,'Q$QT7:_7OZV/^J098YD_V,[PC(G+:=7KX?(%O$(4Z!_E=3C;)PW[@V1F"R-\Z5'F-GZ?,_GW&8V,[61!<54$J#F[C/QU M1J2O!N=^[D$.&N3;4QHGS4*)+YKL&P3[O=/)U0LCM>XZF#07MK^_SJA-OFB2 M^,_.6`/.:-RQ4=D6U.P=+27>)Q60#+>^/&T584=9$S,6;X5DMHA'B:#/#@OJ M+/L^;96E[BV$AL6E[K1O$]W M1`6/B-@Q6W(!CL:E"OKND#3,C@9;?1.%_A5V!'N!%8C2FM4BA[$L./-[4_"! M70GM5)5T8_;UQO:D3[JCEO\BQ1I`DU>S>Z8ZC'MPWI5%UA$SGFT\()T@$!"0 M*P?=31;A+LFKX3AV.FW.:KSR(15@K,,BI#=&^=14,MIRG7'@]RDD1/`K7U'5 MB2%O`^49O-O\@JQ:\/5YJPA#;BXK-:S;WY%,BX]Z:6OXIJ]I?DA<15%/0*(%6N[A@$!\7CU7;]R-DP!E]0TM.4+L!.,C9*-71_,T+[@.D\IR9\H`L MR8OMXJANR;8W#)B_:C_Z,7J%/4^N&\US5(92!H_AZBH[#Y69?R!X1)RQ6X0T MM[HYM=J6*^U==B1XH!Y1?C6`>M@56_99+D27>O/N5Z]$VHDG9/Y]">*[^M71 M..T]EG3C6%V]O_"RHY'*OR+=@8*SKYZ*'79E:H/GH9`CR7UJ+HI=1<0.\_U5 MYUH@W4@'[(IZL-R:]SZG4TI0U%YCH[%8+Z1>C"S^'Y=053UUA M&,N@W"O1:;">">Y]3ECG0X#3^6>7@04+VC.KJM#0Z[("]ON\5933B;BL%AN- M"Z8EDS/[=@LX$JTNN/ER,!<1('?OT^O"7E065W?!LAEA'FL)&G.=#_O%]"CNYZUYEIE'RXK('S';VM):M#ZFY M(!00X'0,AF%/J=1ID`Z`!^ZS6VTG_H%D><`9[42\6J?:,_I:G27GC`9C[P-D M&+M*`8>T-&.=8(I[/`>/NH=EDUV0%=@?2D=/)# M9;D=.,5'.^ MAP%1AHQXD3X?*L34>Z^+F.ESM91*NN<>47FK@,M:(-E=`UH9F%`,H/5T-0=. M\T`OYU<19[2SR0+"O15TS30_][U/^]>OSS\&P(!BTI*9D/J88U>KI%#VP M[?N.Y#A3[QFIWS?"JQ749[([U5XCL9I^7A\@`QUJ&-Y;[K@K9E"T4_&O9 MKK9^WS<7U6\5T-]1AO=5>7655^G;J..5U.FUEXBTG,1(7(!>Q)`$^4->Z+(40[K]:E;-XA@17@=S3!+[Z7AKD4Z M^P:\7[B\2[N?@WBC@<\*6!ML(\IU^Z3`2OUD(%4?RAYA@[L!#[*"TC"'@32- M93ETO<+'J+CU_D%&'3(`SM4,YD\3P.Y[4>FP\9#(FG];'_FFF:MJWSIANDOU M`95F4?%3WAD>FI$&-T-)V:`\X%HR5[UD/*6,]=7"N)_#Y36WN:<3_[7R=(F` M_2FK71\R'F$P(*#:6GVH+)-D7@22N\4].=T/Z:'Q^HVR`79&(JJMY.3=@#1J M.B&RP;QWK6R>6#:+N6;CR&LW[H=\`.FWO4Y`WYNNKYA&.M9L-\A0HFWH'8R+Y M")UMT'L8$%4U#S'D%'9V[%VZ"NC;J:^L3J5ZW^89]2`#LCJ^37J`%A\R*R@^ M?GL$=23A_8.T_]073.DBF21<6`JS#QPE'942KQ,<%_<67/F8E"`!RP$6>82EC%QV'*-MGWZ.`JH(]T^R(7KVR*Z!>P$):VPBT?KN7-<". MTRB#`9SYLAA M5C`J/1=@24J+2UDEH6\,+=4(X:E$%G[H$`PC6`&6)$C=G"D8,+=[MWB.>9H\ M:.S[9')4C`P('X302ZII4/.13^(J^3#ESO$W/YT"5JF5?,V;>X_$PTA)6;@T`=&2<`TE2APIVJNZ#R>>0ZZ$W M("Q^1)R1:Q(48_XY=]\T?,U"V#?_KK+\_T$K&AEC8#(C:N*==9_PH>/;."#D MC'99YYK;'B;8@V1,_2(?$Q_(1UBS3D!UAVI&FC0]/PYM9',C^3HDVCM]>5HG MPNL856[F$PUG[BH&S7W^ZFI(ZO)ZB<0(IT-]%`-O*6$VZ&K`_+.1A=M#A(PB M'P'Y/1Z#W6B MI@4#SM@`C0%6QZHB0C`D':23+&#>!X^6-5>S?Q]&KW,E+_-=P:.7+[3^?ZPF M8+S?(-R@;#A@F+-0;,?I&-V]U_2.0@$A=MS=P#6DW8?/8MMM[1>]`GZ8,HNJ MM@90R&&__>EEB[VPB#B\.34!*`\!\HU2R:UR)6,>*[555>PU[D.ORN@/4Y]! MK3H!L:/5R6*,M\@R(EC3G'`T=3*UUX.``%#>:)#YEX6N<=D7H=GG`JSF-N_M M^$8*'LVNJ&"_.W8 M$;%'8(`=3`VV&7+M%B'GYY+RQOJ0MGJ?UKEF9I#=\NB%EPQI`T]JKI"\7ODA MH+F\V=,1WP7>?/_6DKWI2"/EQO>5G2B2'!`?V_S8%R`K#[(_\?A7<_EJ?(]S MWJAS3I?JH()DMZTB0H%$/@.A9M]1\1Z31R4"`N+CV(BE<\U:=L569FEG5G#6 M)[69(+P:<%<[%$G"HP#.(6L91%^7'!M+?TB51W4'!H"YCBJPA31Q1ASVHZ`7 M",#R0#RBZ@$!(."C_.\SGX9QS"%FKTJ>:8^V7]];'F'';!A.:C&@6HHFF&D< MXF&Q\YYO;0^$;VJ]>IH!/SE6JPU>Q"@#[8N27&S)B_JKW M` MT/16R,%3=9UNI#KV0W]'4/B(P#KRCSS27`RUK#U\N\>O,^:2[F'`&ZW:L?#( M#E95V?P.`H]^N$=OZ0&7IRJ^8G1M0(6"7A"`)6MS*=32]RNM__LSKF$><@P& M:+@JDEV[HQC0GPIT;]05T(7SM%>(>VY)71:DHW29Z$'DZHUF/;I,E[_(".D'\S,R]C"6E9-O:DG7@')MN!]T6:,R5P%9'48E M;(92M.CJAER%SQGW*`^*`>^S]H)+,]:`=4N?G(I]L7XF/'XO"K^BZA'P'MEP M)U;`XI,LVZ?,@8Q>,<&"S'SO=-ZHR9,-5D^JB];*8*'._C&=X&$/[F_(EK-1 MR#;!9W>4I,/, M8X"HY9`1?E7GI-GW6&0\HQ"O2SR0*P#=Q\>HBD!$?-QJ\&8:782:C&B9&8Y? MM5C^5U1V*L^V4ZK%Q1\MXKGZM<7'R;/@9GI]T2,B$^"#5W75(KQ'W2"YGNRC MCYS]#<,L(V>+V*@U_V-*JNF(S=A3N\?D]@#;QRK;Y#J9,&DUS^AHX<**?U3Q M:N1"?:'VT14HBS@8_Y71`7W8>1'E\CC#0\;\@[R8?=U'=?G/&`G=/#>PSJ1(JXJ\5%Y@T"Y#P-KU1<\ZSZQ M7-3<54`M>8S]P1IK3;2+#T$LOKH[S,+W/B?*KT:\1QG$`MX3F(82CDWULJ,: M(KC/=?0A5<28A^^J\;9TG8[E1LK^VQK?]JL!M>0Q2YY(22OF)7O!:GP*YO*@ M4/)&HRQC\2[+K-%6,V2#(ZTSM-5P/.T M=K3^$!^CWF,`F).%F9D*)FU8*A6@?F$`8X>O;T.*N*NZEHK(\/8<@P*[7&(( MM2&M>S`7)?\84&25G0<`8LD"-$N9]2K.N1(;OGXL.<*O;C5"Q4/Z'-.\CS0] M2Q/ML^\3`5%M2`&)\ID6VT53BP!I-&^C)[S\*J:'\?(WDKB<*$M7,1!@9RO& MZ!7/&;7EI_$Y@W$&`E:>1LAD6+A,!Y/C]_?0!;S'B9I*]O%0'6]30_%W57`RJ0DYH,\=1Q[;O9=1U)H4]? M2HJ:'T>28CJM(NR8^O2[1B,/]=&Y@>.ZJV:7^VIY5&='1$?`KKBGE-[1^U:)W@[.+LBOLRT+I2S?`Y7RZ\[A,Z;]1O/0W@>,M)IBGF)R>V M:UL[UZ'P>DWV"#M^#!*!F(])(KT!E5.=P[D?M/6IEED@B<)8VE5':5O!?B@; MB*4_JAHPN?T]Y26<-"G,^4=9EX@0!I_'H!E@AV)181N9E7U6W47SNLTS('LG]@ M5]+__HP+JQK-[9M8LJ'W%?&`GWE+7JJDWHP_U9`(@K7OB M\4:C`2MW22@IE_]K[TJ;&\>1[%]AS+A[71&RAO?1-;L1)$5M]$Q=4:Z>COE( M2Y#$&8I4\[#+_>OW)4""E"S)4JGIJHJ=+PZ9!X`\D/DRD0`]+0P=ES:7M:L! M(:#:BV?*!YB/$X!4U9IJ0'+>)`P"+PCDH4^V9WZ%T\H'H-'235MU$`U:FJ=Y MJA>UT\IR8&$/TSA4*?(`0&?BV50)X/J.BDC2UG5;E>4KINX=!JQ#E>@,(<>` M!AA!82-/-5W;=#Q;9N9TZ\B!@0.=Q#I`D!P!X`"\V99G:SIPG1KZ7HMSW,F1 MDO+!SK08@$9-M4UU2E_RFB)2LFS'=S4WM#PGBBSWR*;DH1(!`\S'2-,\W0Q\ MS83GF,(V>KHL89V&Q[:5#53>.8!_C.AS7B#4<<+(52T[C'0Y'^VI?20Q]_UL MH(\0$D\!P!%VP`7H0&2V/)HD"-3#`>1W=$@I;+T1J5-G"NYKCC=Q)V[W0>'= M_=,OL:HSQ'QT#!WPQ@\"*)T1>H';YDE]2SV6"/B.DAT17/;$U2/5"<*I!?RF M.[(BP([T(UCN^TFPTKI&:$RF0>!Z:FA&FCZ56SSH;)(77PP88,$C\EQ=#R>P M.:J.J6G2,JM<90W4PQC@.XJ1(X]RI+`;7A`9WB281':WRJI/7OY@DD'FHQ]9 M4:A2[;P>6#"1GM[.QXGEO?S'2X?XS$7@J*XZG42!@6@7P-,TC8#VLNJA@\OZ MD?V!0ZVR#I!AC:"L'O0M,%Q?0PQOJ([99N9L0WUY-#>$U0D\W=-5`%7?G7J. MK]DJ?4A0=:*)89GVX0CR.SH:&?&%'U+P;VA`+E,3T8;?6IW`.O*]DJ$^T3H( MC8$!\=%*N:&JD*?E230714?*'@;[ZN4`:Y`P%I'MV.$$`2/%NX@]Z(SK2',B M&^']RW_U<@@7.?5U.O+1MZ<>G?R@FJYF)U$`Z'WY M&'((9?4M%QA%HZ*R0(-Z\B_1"A00>D507X6XZ5:9P4RGV_LTJ)=YL MBCR>K7A3:*-,(/<2]TF,>4$]*5F>;5B!7^LXFZ'-3*E6C'<04]?CO_YEB[7G M\?OT^H!!^/T)E"SR-,T?B"U5?)>"P(JMD]]9RM-GG$QY`M^Y<<_N[JN MO@[S8I,7,4@CUKW'G8+?T5XK,UQ=YL4CO?$>K`.;T/C/&=IBRO6;O"Q?_:1, MP5EJ[M.J8$QY"_&M2B7*YI#36RCN2C&TT8]_QK1__;* M[M*$S9HK[2O3.DV5?[*XT%7-4+JAAGE9E5?7FCIV7HDGKZ[=L2M_>V-;_M:T MW@U3'7NO/K*R*NI951=$3_1YP[*27>MCHWD,/_7VISW6VI]&]X!FH)DW;!FG M'=>4#T6^8&4)5<+E*0/CZ=[MJJYN)OE#)@:M?&0I*)@K50[^5!5I*30Q7"59 M?*W)8:.SEK)K&G+;;S!V>.39O?OV)*HJVN[H_O% MI*KOD:H^MGJ2]+K!&E(8_)^.#-/#G?UB]3H!>IT`3:D3D+#DJ>Z!J;<5#6:9 MS)1/;+;*\C1?/D+I[]'Z&O,'+@4L^!S^`PIG2KFH#D5P* M6:[,$[(L"3&79,YM%UG>1]A'A7&+NU_!QLKD]*?U$3KD("!E7-AXIXS!V7SQ M$U<*J-+Q#`=?SJJ1#HPAS@ M"OHP4\!H/D$`OFC$?XO!22(W%T@,&)>(^73[47E3S5M1T9,-)";4S5UURW7I M-48"(9<3Q_B!][%'TSBJ+^P!\R/*DQ?IG$RH=XA@', MCBA,N:,$2BM_WAYIS8C8N"'K=\_2Q\LLV>G5.H-8LI\S())'HDH=<28%.85S M$.\D*1@%7J6(S+AW!9_JXH:8-%(6(%YZQ7)%+@J!(KI9D??#&\LB7A/KUTF5 M+`FH\+F1I#6Q36&+!9IO(QG^/K2N+&N*#L'_@H^FK/+9OZ&,,V@UO;7!X`7$ MBFX_?&A<;ML7]SQX=$[:^QYC)^$19?P%]GF3\#ZV[ID72>^,!8]!I'?<>BD2 MR#R0;+8F'\<2=ZQZH&GYJ8CGC&Q.;UK1K[`&_V%@!7ZEV;U*-ICA4)IX/D_H MRHAW'J_SF@.-65K/FW`U`U+F,B/L(R3])'L`G)Z5Z<6Q^SDU-H/%[EG->0XR M'T#DBANI>UC%I=3NO*[*"GPED6&69$N*%DJNMNT4PH6"M=.`C!*#M\D?&=G/ MC"V2JC<#!-S"C-OD9/SP,!KKM=+-QOFXB?$Q60B]QB%L2VD&[U M..)45\+L_E8G&P*&(T2@ZPU<;:'^6,->DY MCD"USGZ)6;)!'SS(>>J9'^*R%P\AQ&YA`)[>&T'=L1EI\J*F*$5R0K@.Z>N% MPY+@OG567XCO+E&:,S9,OEAR$M:#^$WIR<.)R)\:_+:=D_HGAUG1$VF+ITCD M\II''<*? M?@"%I)#O[U*"7/BY-=#M45N@]T@NJ9=*;)-$W7\TM`OTV30\SXRHGM:AHXO# M*/(-^M;"U':\AP4T(*,L"C`P+JQYWK\!6'.Q\@%O[F=9C4<^ M,NI209>886O$/C=_O\3<;]XK<$T2<]X M/).D='G'=^`.FFQP]LYKAZ)90T:SE[`R"G37L$.8>-I-,PV\B#;4Z/9D:EE: MI`X_CY]@$#F%UW%"6M3,9&*'#$[!:\S$#:MH[D#'2`+-HEJ"X!M(BD[RTVZ88[58P\^66G: M#GYZ!N_<%,Q!4B#+/BG/CK`E!:CQZ(-:0TJR+WKK>_Y-7B9G4(+["\1ZRMWC M@-/B`J4]YT2J0936;])WW!S/6B=:]@-YD5Y*ND#^Z:IJIQ97QMC]8T/Z5C.R MGI(W+GT[O#_#L]_L>/8_G`M6;XJ?P`7].2YH^[@P+S`1,M+MC#U0\GM>\QFQ M8.3KRR^FZL",AVB=KTX4'W6S_BS<"QIFGQMWWSS^Y:0_7TC5&?,KW1S;@^CZ M<8-.9@@]950$=P.L!K-'M)^:L9`8KN-&QRS*B.4S;DGG;54=!H!W>3)W.+;V MU`S^\2P3\F5ZUF.KU#CJZ%0V[K7ZI]G\,W:.#&+S?Z6"R4;&Y!4I&]HO3*$( M5.W5Q31ZL$B*LFK7".@AKM([$8$H[)29XUA)B>,7N<@SSOEYX2C=T\:.#--' M,`A.']E!Q:\2D:H-C+L=5LES! M`*8)7B5>M4:N%)@8*I$7R3*ABL9U3-GSZE'H&162KD4A*?0OI4*C2_AWQI;( M%TL>':KA>U+`=R`]\O^H@D^F:$2&Y@-ZIM)8X5:RIQ4WS6!H]M8IQVT\2DQS M\(*8DE&)AIB_+?YKRG/X^"&49-ZLZ-49=4*&K^FU?8%&M$Z6'&S0`"1$;)Z; M-7G_LLF8L&P5\XJ1>USKQ7OROA';[F.SYQ.-3G)NQFRI94XJIL5<(J]P> M*NE@*O>7),@92&%%6V.$NVR]Z8?OL(D)WSY2L=;(T;82UIA(ZL-4NTQ%-T/+ MV8K-ZU00PXTAH\R5CU&GBG2O%%:*V=+E';XD_Z*<(90..9^$E<\0BK9'*-^_ M+,[,(%TRM\_9`O:!!4W7I/8G=`^/)EQA_Q$4'`)Q\_98#Q4&>J4W14( M,JD65?5.J46]TGMFXE`!:AL>;-6&2DE25TJ]X9L6>5EW8Z=$_H/=)V2&^^9H M1.M*O`!V3U_/E?/O*HXLSX/U,EQUI&FN+!59*LMPV(1+$7$_.5#-M+.IL)O4S64// MN&ZGPL]NO?LD0W=PA>@+$^=;%7U/^+T7]1.[#4?K\@?'V&UJ_1SKZ>S^$M!U M7'>BFHH@MRL;62$R7>#46[XL76Y1:9K/Z$I+I6%;O=3ZZ53&V1-5.2*1/=E7 ML8JG>STH=U08=J]>\_1A`OK59'#G;,$X2J0,4#.N'9SB@%432J3<^D2&W?&=P"^@?WXW^9&YA*V'CT,6(C'[8:VUG?'=;4"]NYJLZ\T MY4ZT)'S'D9[Z_E\.'%'1`=JV]\=HK/9V"TL[:"&D\@4_&R#*M MD86)?PP^&;K5JT8X"3^=O3NP/RI[!)T=::9Y=%2FJ_:LZQ\PJL,HTS2LD>.H M1X>SY11.&LVOY%BJ9)9L1,P?5^(-J7944'+7WS@9%WG=5->OD_E<5%]M[:[Y!L492S:5%`53:%W*3]-\)FR!OT3PS5UFNYOK M;9[/'_^KE(Z_796:_!BO-Z^#)NX7D6G9HB:^.R[NSV`JY:HK+IL4<+-J'"]I MR;X>VBP4.7FQ&@5>6LV:DVJ?J[5#\X>7PCNOOS:7B#<7J7WH^HC/#3_T5-^; M0/5=.Z!%%'WB^1/+&1Z6[-\%U*M2_+`/I!_!YHN45CDNK[$ZYY"FP=?;2[E; MHQ2>G7MIK1?/BQ2JMKL2%,99/$\`?MNM'53^?@E;SOD&PLMNO9`;T^+>TNWN MGK0KK5]I)A;;^Z=S<+=VL-9=WUU4W[?S]=21..Z397^]'\^=-Y1+1.J%H6$; MOF8$JA'J?D`G6$V"J68%FFZ$WU`5/FGTR05+Q*C]%6Z7\.J,(_@&2U45W*6)115'O`#C+^'(.<=HOVRA MC=%-;*H*Z2`L``00E#@``!#D!``#L75ES MXSB2?M^(_0_>FF>U>8OLZ-X)'^4:1[A*7A_;LT\,$`0E=E.D&B1]S*\?`)1D M60<)D0`HJ3>BPF5+2"#S0R*12"2`7_[^-DW.7A#.XRS]]8O^D_;E#*4P"^-T M_.N7Y\?!Q>/5[>V7O__W?_['+_\U&/SS\N'N[#J#Y12EQ=D51J!`X=EK7$S. M?D/!39P0LGPPF)<^JWXC'_X1@!R=O>7QSSFA'`]T8F/I/;WGXY8S(E>8<]<]+_OQ& M/_A4_M5DI77/\\[9M\NB>;RM(*E6/__G][M')N(@3O,"I!!](1B\="$ M@8BZ>Q'O'F`R*4U00;HFD2EK34/=!+_,,,Y>Z13*Q?ZNXJ*8V!]0+MIN[%V! M65R`Y+'(X!\-W&PK*J[QU=_YS`LG=5<6,7XG/7`QSC6%F:9TDTF.DEL?=+_MCQNK40< MPX\%^4D=^7P478%\EJ#I#%5-ZG@.V[47J[?<*BI/\/20^X(C$B MF^@H+)D.B5=;D/4?98"MY1<,-8O!12R3P0ZCKFN]'<6:!Y3IJH)T;O&^TDX3 MYQRDW9C["G#*5K0(LUFY@:%=Q<4RT;ZK6]0DEO567,IDB,M(U1-U9"B*$"Q& MT37"\0O!G_KD>8'+RA=,M_J(S1X]'\X*FNX(#B'+WA%BD9)[LCAN[*F=!*(9 MJ1DZ^S/)4YEH`:XF@'C,^6WZ(TOI!(#"!_(3QY!U-RGUG,8L/KKV<5L9!;4G M#0;VT8AY(GEG&6LJ$RW`YB=\-FWOBD0SOA(Z_`K@9`6RBU>`/T*,H_2:_#>* MOF'B`S[G-!"?`/C'(R1+9)17%+0>-FB^9R%*VG:?,HY$0\E^NP0Y8@:96&/6 M\MW2H4+M'3_5P;2J"SHICK-3F@MTW[U=A-KJ4[YCCGV-MT5_>6: MOX75WU',."7UQG3N6K;(%],,%_&_ MJ@WPZ`+^6<88A;K3)@`U:^7B`"%[G'V$M/,MYL,?V)K3SGVKU.8 M.*)$4,SV`X(9,51)/!_RWW"6Y\\I)A^/T_A?3"4N48JBF->0B*E$TN?'&Q22-71"%]5ED>%W0O-`9F@:QF)+HIM[84L8J%QSX,[RW=BX0\0/)F[P-"XJ)X"&/M("`UB4(!D% M23RN8B(-[.U=CR*VJXEX^W=\:B:C*47"IB$*R)*);H$TR,5!*8VU]OYCMTJE"<2E2=STW=B\IT'M+"4MW&=D M.84*LBBA"KGP'1JXY"67RV1[#1%0LV31\KR<5@&,[("H+8[M_B8K*B$/FN M.C>TH2NN"EF4"_9B+W=$1Q:&Y!LP1O=9G!:5[MRF;"BB\!\(),7D"F`FWQ-9 M`H9T12=(446S(1FTQ8;.:@3R!F=388>*%'(@&:JW&:);L@O3#-Z9&)HAB$(-CGD');1SOLX`QZA8_^+RG7UR14099_A=#)QRF.D&X/^4`).Y M.7E?R7;@S1?GHI7(7NV7?%TFK/Z^Q&PQ2\IIK"\`N.R]J.J["4D\"O3IV`W. M4O(K1#PY7GS$71FDB4ZP*.GU#&1^)\:HD:N=%,)9:1]\;U>9<`&X5+613B!; MY`^$7]@QI>`<$'+&:F)?@B2;R@;8S";Q)"F*)1Y0=;7^#%+2E80"=`Q(:T= M"`0B-%I\TZ+!X9HQF\@Z,D5/*#Z@68GA!.2NL M#(JH3.8K%L[HHXBJ)0E'P[]E08UB5+S2P]YI^"W+PM6 MA^V6J'>4<.\&)`G*7!RB-KAD'L]5B:GEVS@HT5;,/:OO2\@6,X:,MF2*7VW/ MS`]7_D"H;;1KBWO>]`+ M;).H4``<>Q"9%AI`P[4'T`J],#0A#$*S73<;Q][-HH%3:?N(FX-&T15QI&(> MOV"U.-%@/1PZFB%^Y)O'KA*"<5.A$1N3]X\LA?M[31]49-:W3,LF^BY$602T*>6U%#"]\3ZBH6K9^K.?I M'>&T&SZ]DU`W(S60^@[24:B'V@%ZW1^L\PE(9+$]!&7,M(I\;*&=M3['=@)* MB;/UP2%'"&:C,$5G&`7.*73_?CVTNZ?;0Z.BPQ>)`?.U7G.G;R?P-=LQM<"T M3J#C6W58)@DE%3JPN*QVGEV\EPUHI/4M;4C^N1),@J+EN%C-D`&8(D-!,Q=6 M;KGCLA7;:_N8^EX66"J,QB*S M<7Y>HMDZ;"?P#>!Y>J1W6BYO5P7GF%1!.$HJ=.#CW#?3XL^'O^E;D^G'U3KL M=H0/K+B"O$+J]]T`@A!VVP8]$)>UTRJV+S0/QX4YC"WU`_%TNT5$9,'5PDU9 MD>DFPSMN:*^U-RUJ\2/@Z5Z@>P.D6\X@THQH8`V);K)9V3:1K47.D;BOK31! M#6;J-B#WG)IV$_FN;7J:Z4C(VU+NW':R$4(A4J$(F_L#588\>R@6L[XH"AP' M94&C@$\9%8C>*)XEA)7Q;5H@C/(ZI1'3@$_F7V`9D7,"#HWX79G>,.Y'0_?2 M-BJ5:831T<;U^^C<1OUJ@:J2$._RD.X]B,/;=.ZCU05XMU/XFH.\H1%)R*?I M2VOVZ[+U\*XPF%2HP0/-Z"`KN\7;PRL'/.B:#]:FWS43^\`TP=#4)81QU4Q& M@I5#"F(J].0)LX,M[PP/EAM4HQ>;A?W`,+QA9,E-RAP"CHL>_ MQVF&V2JL,?:Q7M0?`BO2M./=ECF`M:@`3%79A<^/\!$`4`KK\Y!KJ,AHT`UD M!:>0<"0^`B86."4N*#MG7^=9L@*^!I%N(O,`4^LK!CERZ%;+^5IHZ`[P)`1R MU016VG3+NM/;$1`E]@OD$[;)F4_H\'P!"1M;Q>)\3:.SPT/OZZYI:(:,!;1* M96C5D^L&3!)>*C/PZ:WEA',R\Y/U&G\>_C8R7[,MS=)E',-0XRF)TPS!,*E0 MB!_LS>$0?;#,,4WL)O*'H0N`[DG8PE'C^HA3!J$@*0J-S$`S4A,G&Z(!0D9:K`NT;<+.R[9C#4-5/"+#`\ MQJ[O"HZZF`97+N%Z40*0#@+G>!.\A,4%.F&BQJ7;<<,LF9UJ7;S=9+YGT4/% MQM&FVW3KN@VO3RA2:L)%+!^(ID&O7W!?KQ7UA+X^I#A:$DY*J;0*@O1".%8J M-&/QN$&-#BR*^#:T=<_3),P!*M?Y@GJ[`RI]K?NX9OYZ0M\(],AP9%RVH'+Q M+T@'A&/54_2/2S%JZ6AX*_("&4?G548%!.F%:*A4J,7'(PQ+5?[Z-D\>X)@D M>,A]9ZCID:L?>;A`D))(0DQQ[(#_9-H&>*XY#!W=D^`\JHP@"-(&41"M=+_` M>R]W7I7XZ1K,SYP(OZ/QL2`_60[)**(;L3=)]MK/78W;=X/O$8XS>L4.3;-& MUZCZ?^]-^.W5^+JK(^)F'N`#`S3J340@R^*7F&!_^?ZSP4L MXI>F*Q[Y*_&',+"1'4IP-=0$(^1U^[H;(A-31:&L*"YHAGE]X&I>R/=,9"-D M'JUFR.JPS0!6>\34+%YG&,&XZH0TO)C2Y-7J@?+:E>M.*M\T7#MR@J/-[%6D M&6(A;'%QQFJ+HVCU^H;Y53$[C`$WK>\X0/=<31L@`,T!&"(X0%:$JC<(@*LY M-H"'',22K`DR@51B.N)\EN4@^8:S[8DS1[/S&W:?L#HT!?)\;RQVS%2>U[T0P`I9F M#TRD18.AA9S!T!ZBP7`(M,"RD&;;+1\;4A,S4S!?R8.RA58LK]B=7S9U0Q!A MIVDNR7(NO'@%.-SEP/"0^A[43!UX9)[5Z:&J(1''&7K5A54AF8YA`-U#CIHI MT`=).*J8/KZ^093G:ZP3I4:,=;JM3'2YW3!3JNHP+-=R3*=@MX>BIT(T'E!>XA$5)WQEN=G6W%?>! M'D4HD.'HZMHI*88@\)2$;<$[VZ:YR?`GKNN"N#M(?!>$MF/:,IY4U4]J[A&( MH,K\I)47*2Y2FDA3/0Q99T::2'W#(Z92TV1<*7ABT5[A0*K)5/F\1W:;;KYN MTOR`\QZU^(Y!%@F&C"-/^DD$C=5@VIMNK9WOW5>IULB9Y)8!).2]Z*<5&9:$ M9C]Z5-V?5N7U-%XNPD/N.Z9&QH\EPS6R3UR/A*#9CQZMO<:REQ*MT1*9+=L* M9%P+KY]$<%DFDOW.9BW]HU5:8GDCJ$5(AO:<1"A:)I*]^ME\CS;SD)-QH^NZ MX\JX;LH]>1WJ#F:[_:UMDVF+-_E:U.1K1@A<+_(&5C0T!Z:#0O+#".':HQ?]D2#?UI%>KX$.'62$EH20D:']%7QI`8`>A$*UG=IV M5T.1T#S#D?$:P4EE)4L&5=FY*,HP@:L*>]\'9L1@JNC`#$0HS&GB MR77,N"Y*C$;199G'*2)3<_56`Y6R^IZ>S]N]*]NB.M\SD&N',JX'['6ZZZP$ MFX=P5&"KUVK9'-;X+(*0OUTBU:3W,C<+53"ZHO:C7 M=X#_0.P)@T=$?,.FF9*+GLJNH7`HP=M2]%A47PHE"$W%B4F?S"_Q)%X(Q/1) M(YHY0\OLYXQUJ]AW/=N%4J[1ZG=#6);N*8.Y%_.V\WZY?6SU%L=9OG-E'G]9IBCVZ'BQP)T03VM73<01!6%HR#A>T._1)46NE4!<>XRLWL0I M2&''R.J62@CBP`AL38+CKB8ON._(JAA,E9]IF9483@@DHVCE44P^H[6#F*Q- M3`/H4.Y36SW8JT>2U?+`^T*E91Q%UR@H%E)?93G7`G,+%5T0>6'D2DAL[S<4*\L6 MBL%0S8'AV9+GNRP=/R$\I;S7*,HN$A_HNAM:MH2\FGZ#IJ*U1""`JK>P/TPH MI[(T$_N>$<(06*=VL9)PVR(#2<7344P12K=>MU-3FL7C-"N4D)/>;V13XO33 M`3O5-F6APG=T%YPL'-A19TZ3LI66)F6888`DZ$NOQV!D6A110/;EL_`J3R,M MF80U"#3[Y.*3*KR8KDBJT![^*Z'V"U)VJI==-06T0$*TJ==3-**53C7(?2[! M6!B8/6#&E52U3S5T:(8V<&2<5._W=(VJM9H@5%7[6BO1,+:1M)^)V[,FXCXX MMN$9,D+HO68>RW3$Y."J9&*-(@2+441L]`2D8_0`"C1*MV]HUU3CFQ&$ MKB%CN\\ZK>T^R:BNZ)>D1XY6WQI:7D).;\>BDSY&$WJC,$TWI(>-/O.FZ@FB M33Y8/C=Q5FJTO8;*)PWI'K([*;=R69<;)??TR0(RI(H"QT')TI&?,GHFC#[% MER6$I_%M6B",\KKUFN"6**:.IG<*QM1I];` MJ.A:EM!"S]M4ESK4=?%Z4=\P/6?HNL=[3%AT7PM`2.D4L4?G[Z3Q7=W0;=#M M[=Q^'>LNG;;+I@N`284J/"*V*OB&4L)W0E^E#*=Q&N<%9D<^FV_8X:O`!P`B M+72/]Y84D4HB#3,5&G-,S\$KJ`371O(7<%;<<>PV[2'P'Z$9DAG*/@LG< MQA;3=QMA,V%PJ5&(BKUF8[-6TB=&.0*N(2&=5-7-5I+ZORM,2M:M\ZLH]YYR MZ@E]US8BI$5R;ZUVOO30'$9'NV*5LMDF#JP6)\:K-X5@QO3]C:HC(JFO7=(+(,:&@#Q["B@6VYY@!ZH?7O M]JZLN6T<"?\BUO(^JO;%B>.,JS*V)W9V:I]8(`!*W*5)#P][O+]^T20ET3HH M\0!`9N8EY4C"]>$#T-UH=->I`UQ=#U3/GK-*-`>OA9E.U(0LOV8[H>;;<))[@H[ M<(AB$DM3V/_5#;08PL.-WFUYGL1S7P3SF;@)U\1WBF.4YU$8X:JC\(Y_?Y@0 MI?-G.>26'J^!%<8*R[J+'Y;R6*H_`=GCWD MOU"R:F)C=_M2CZ[;=V'GT2_,>3'#4`1S8+_,V1#C_'(28WZ^[A?.EHJQ13F8 MJ059'R0XMW,"5L@]&BTN)R^O%W0/"/*[K6G!Q-3X8T>WS^DVO9VR7]5;_G4:,Y[D MM6T0Q&.\,\;+[(,`4.#*A":X]0R;5_U7A"GFK#2*;Y,PS>H5=4T+%/$8VC7- M<1:]U!K/)N$-1%R$M9R],]`CIM:`4I0432[F2E2-(TY8C.O0DL";+8A/L(-R MZ=8N>1?TIE)$=DF6A#.,EUP%SF*7A#L`/R&/MU'&)*_HI?(K MV47=N08?>!#(&Q,IV?U_LW8[B#.\4M]U'8<2;7DOF>313"C:(CCY>S5-K-NO M3)]:T;OR.:`9A-^LL*K#C-^715Z@!&RO'43L69,?>`;1'3**?4(Q.1A"1:S^ MB!ROA^&A$4SLQ?KH*;1VGAA]^7:^1C]PL4ZT<+'/U*0SCPO& M?.QI^]H`-QUV$Z_K6";-_#XY:KLZ;];CIR4]O\3I.Z65X%#=80MII$,5%-.! MSU4PM?PVN4N3.O-;]1`KPM6\L%_]2&KWE[V/I?2QG;I$9`<./^&W;`Z:ND%1 M]B\4E_0^_(+PNH7!U1O*R)>\B)YA%=TGUQ`2+_R:H:3X`>Y)GV*$__N(F1C, M=J6J!-13]>?7E-!8)(357PT:W[D*^AD*J!2107.+HBNYY5-$-RU$. MXZIRM#0VHTPL_,:6T`&F1T9SQR!]>J/Q*_TU38IUET5E7,6^97G$UGAD@^%O MNYN2#*ED5$7HW=#+J-?4Q;)#A$![68K[ZVZP8-QS,F1*--=_U M.G1@C;YE$EMU/0YF*KZOP.9'MH%PSI-N-VF93TJ+&@V.>$^U,IP"C6+ M(`[:@OW78=U82/F8VEL!CSC8&%JUB[6DM!J^IB'-,DK@&4(U-]\B%$1Q?24^ MR*XQ5;2^T_VZHUU7:&=*^CJRB*8YHX*F M\Y-.X4&8OBN(JY]G%G[4V6CKI\R"5EN!I?'HFAT>"I MOH@]TX(HCU@/&<1,*M[AEJ5RWOVCC%[.>"STK(GA888XT!?KJ2",5%-"*(]2 ME1]Z;_I4I6"`#?PSRC+WID&#'XQ MO:AQNA:V,>H&,3"'[4,27P9,[SG&3`J?%!JQ/S:?-3:E[S2GV6OU'.X*XZQ$ M<=XSYOMTC3`4#2O$/-(+23K#.)!0)+KSY>A5'*=OX#=VDV;7:1D481DW+U>G MYVI78[#R560:/X,`+I>S$Z,\(-K<0;^KKM&N#$J7%/-5S:3@U<.Z[`6*ABU/ MH8%C;6\(B*[C8101$ZMM0HIPPDO*1G59T.&N8K[N!<10^R2(G\=EK,C-8QQ> M1O8IH$->Y> M&_6?=?:JARQ]C8#73`C_X`$AS\OA[W3O\_&^&(#"-?LC+SH#"(RHE6&%0V/! M=LO9\JHS'0CO.1)Q0@X849-08EHJ-Y4RE#S;QCP"8_R=(%':%'$_O&=[8,\E M31=?\;K_6,^49`*HYKF41Q)#D0?:R+D\(5A/AYE(%>R&$D@%/IPJW17XNA=J M(=(YJ/5BKVXGF=T3S)D<0I$$J@+'L+/Q&YNV$32ZI!IPL[&QQ<.?3.P5+$\R M<0)2Z)Y42S0C]J3."@!FW0CZ!.J?YZTHUSUI:@A%$*A.IE?T)TYW05\W#<>R M.0?I7)C8,SED`@G2'+@#&'*J)(S7]@)C<=&">4SG<:9,")U`JGPX3@<0IKL\ MC-W4D,5!/!:4994[;28'4.0^4Q^B0_:9$R5AO%9@.(M-`"U@GYD..NX&,DC, MF.`HCIH`9=6=<3M!(_O5YDZ77U"\5H=:N3:NHY")@C3!-/]$BS=*DQ^/S1X. M:[)DG'IG9;[7R[,.-1J]TN8C-@O;<&_;V*(/9?:2YD,-@$?=XK;M;@P8='%/3*>B0SH'2$4<:9>,[+CMH=-!?TRUOA%2"W'Q&>(?=$T2^2;$ MFJ1-BR^\H`*>J]&U*5#4P;,7`GJ:8NDV4D#AVA3(Q#6PXQEF#SW'BN$LB MC@0<.9$''";ODYT3Y@C2[%?E!X9JZ:;G*1K60\4-5;8X0JU^\$F\^WRAXT]O_:K`U7%\D*;QYVQNB1J"0:1^ZT.MYPVWRBJ MGOP]1_7@J_QL29&QW;E$\7T01ZO:25QFVW5$XN/?R?3\/MJCKIO88[_W==UR M7)V.>@@A<'S7)5M,/?+N7%X)0\+$9D`6EV-GPOG=OX#F"9X0MX63`WB$39A` M>.]!Y-D5AY$[#E$7^Y)()&U&P2:7,$_K*!O.EVUI`-940W.Q$8Q$TF4,:G+9 M`JE1BO5@NNR*PSH)F#*ZN&PU,O@R"C;)A(G",7S9E(9Q(R<@'#P(Q,0X$DJ7 M$:C)9$N5F60,83Y6`.A:NF9PD&#$1$(2QYG1P(F@S2YP*FBXC?KZ:Y1$S^7S M`WJOE%TVE@[>7%B#[VIF8!K:#%\,7SB"QL-V/!1-1;ZKZJK#Q1="C`[)9>93 MP9#.:)$Q&?8MA;VBRT;1NRX&OT%M;=Q3?9DZYXQH-@K5>3$-$@%:,NSXML(V"=$=F>UC2C"#2]\5S;U04+T'+=8'%.@S.D MVBA4^=R67WR;?/$/^3V/G+ZOW!P$[M*"YFSFH?XJ7AVA04%)0G/!K8E-A]O1 M$6Y0-R&667,/:5YDM(BRZHWKYKFNA";%@GZV-SG;*E\JOO_(*7E*64]H]APE M](X6#S2+4A+AYL>?60W\%O#PGC8E(8/CJ=+PG9!MZ-PHZD,KF$`&S^Q.B+F$_JS M0_X85[&O$\/`E(P21F:$&%N`7U'$#JR4,2+GAM^)9AB:FFY:A&_Z/\[!V86Q MZ3`^E\R)$!0&;M`0']B1DCW2[#7"%`Z4^@$-3W:?:=$W--U2,5URO,*E\7SZ M*9%#^9L2CMLJ0D1^'\(GO?A[6-S7*?%4C!9QAAV(,+T&?U#:U[&--(?'!9"T M$V?L#)]=;U.@*&GMH"B#E^&TQJ46>_LMGV,U,'Q#3S?&K:!Y;>?<2305D)+D MCN/W;3@NIERA&,(,/*[IN2SH_>IBB\MQ=(.,NC6\Z#W=0T9?4$0V.B#, MR)&!G/BE[SAJ2+'J*296'24T$%4\A.K77,C6D8FI,6>/#)\[K7.&FF9TIHF<#ET'[;,X+7Z"OHJ M.R=2'(&2^WM4K%OVY_Q4G0?&YYE8;H];^7O)3,>K\/50U0(3C7HW+0J%EBFB MU]!;Y4`D5QV71Q9W63+7%!-[5O<8!Z$>NJ`HA MS$@,Y3`&0HYA=EQ\IT69)??)0(O'Z6H`Y-"S0[[I4L1*,T+H-"FDT@P@61'] MKP+Y/CQN6^]K!3E;(4(NK5J\76B:QCI'(Y( MZZ?>U*9$5(X*5D<9N@_OP;TGP^P;M*(/:904FS"SE3\0);]0%!?KSRBKUL\3 M4SD)Q".2Z.+S)2^B9]`-V[,`B6(ON!N=F5M/94YX2C_19BB47#@.8!N$4[F) M<@;QF1>]?!N&"^[`M,D,'W0>N^H!Y^##Y0O#ZGFU?+HBAH@9V*K#-RB0#,N7 M#,:3H<#F("2?/R:@$I9%L\(EE)<]-9%F(9@S$]7O[OOZJV'XOKXNU-(:9-%9) M8J=]MH&S7Y+-9+3B44CK>KW6-N[9+5R/]/+##LKS.2GO3\H.UD(65S]!]]B.I_VH= M*@<48#5]I]57#UGZG_8F>>FZ%"V-M#=LN('K&AUCR9<_,_7)9P;`*LW>^4F2OY4H8VI1_+[-Q=MZ&2RZOPF8D:)DQ99WPO[$]$,>C$D;9.NKQ$69L=:8#L96C9A6 MQ+Z9/](!CG/8:HO]AV:O%+:D'T44-Y:W1C=[2K?DNHGIGU'E5?E^FS!@$*3C MZ/8K'-/'1[IZKK+!\]R4#AL1.^F'[0MLZL@>)J3=1[RFI(S9N7X-#()#LG'O M_53F$43F^$Y?:<+3HGBD4^7+2USM82C^2M-5AE[6$88P+65>I,\T>TSCLOHA ME31=`WLH:Y:Y;5Z/;&^DW^E+F>$UA#;B-Z:]A@0A608Y_:-D+7UYY72B[C,]K\7A[N%RC`HEL:YL4^";-KM,R*,(R;F0:CM;;D]T!ZW=9P!(.BS=&,[:J MOZ8I>8MBCL+ER=[LYU(^3*4LH5-U=B^,L[(Z+PX?>H@G[-DNB=HQNOKW(?OP M'3T32XESV$#HT!W3%S;!Z2[-8]U=T'0D>`EQ6(ER7&7, M9>N_B;>8)CM?";CD/_J3.N3(-BM@UXW/-"WX!J*6:MF+=6/AP#?Y$(N@*.3G MC3(X&^[#7>+5+J^^$R5\*R3$H\9RGWIPY-!TF`D)WKL/Q(#S=X>:YADXX)`D MR5P\*R8$C<\=1C_!49#)^URG"I2L(C`ML/[%)0$'(H9Q(WOS=K\YV;F'#&:Y M>(>;JH+I`E_^**,7^-U5]=)"LMQ]LG=WG9%JNHKYGJD&AJF/$BD$C_9KUNW0 MWET01FRC@/#(R2U$B)IN.O>#-$R-FXA3L'4;?DU?,HJCQNS%%GCCG];V1#XY MQ@X^3=6$K]H:-MT%Q[?A1CV)$`L^D\_;T__Y#_@J0#EE__D_4$L#!!0````( M`)5K7$0UK%'7M-P``*S8"@`4`!P`9&YB+3(P,3,Q,C,Q7V1E9BYX;6Q55`D` M`UK5$%-:U1!3=7@+``$$)0X```0Y`0``[%UM*V'+,#H:T@+SLKU\)V\1);(-!8-(S55,]CHV.SGG. M(^DV9H6GF655J MYQ/RK]/U8Z?RJU/=.#7UGQZSZ8<385>2-9"_>O)G^>LTKPIL/FR?+7^L'I5E M7XA^,,MG=0#`6?EK]6@6;7M0"-7/_OG;Q76)QFF49'F83-@'`=?)R2\\C=D7 M-CN1___VY?R%@&ER\],D79S)W\[@1'BBB*43+O,YXSA=W'$V9TD6W;-SX<8% M:_#(YS1GF5!8ZOWSG+/9QP^B%@&H;NK&$LZ_]5!3_G3'/G[(HL5=+)QP=A33 MOX8W\4"VOZSJ.,:_>L9G>1C%?9F_O[+>`?C")G&89=$L6G8UET5^.6M03ADH MBA3H"%26L3R#R?0B"F]$]YQ'+/N-A5G!V13F-(SX_X5QP2X3H6W!N>B^49A% MV5*'.@Q4R#Z*>56;GYMU+PU+=U61\R?A`;A(BR07W"99'BUD MU_3,YUE)_#7IGQJYMK/5Z4NL%_]OJ MN%6(.H6O<_&OC/FSRQD.LSF-TX=#\-Q;OA\U+^\8+\==V6MO&69;:M]4['&, M:LNESG7T8^[U7-0U3^.IR$_)]Z+L*$0X%>4M3:N5-[`9*MQUF/#.!N:B8V?) M)*K-FK8^J[!Z.)U&DJ5A?)[,4KXH*=ML?#I03#>E?99->'179@`S5&11PC+9 MLJZ+Q2+D3\*!T6U2)@EBK)Q,Y)`IE+L2KFX`LAKAQS2PO1M[K_>8L`SB_S'Q MH-%,C,HJ.AHKAD,1U>8B_Y,*E+G\6J%Z,QH5[E/!#JVNJ]R.9JWFGF56(9R; M/VW44Z=Y@Z+=E",A3\J,EO%R5*Y1:-?C:I5H[^H6DM2JWDK+/A5JU$GM+]11 MH=F,3?++F<]X="_PES%YEO-B&0LF6V/$^HB^&):$&WD:ALN:[:K(%VD-C-E/4&CL=:4+<\ MJ:SJ]L0\3(@RA7TV8USX1ORQ=,K&VGDSC[<3ILR`Y4?$!%#LBJ?WD=PD1U/^ M0JT#[3A$BZ]OD^C?)2402]@L:MJ1 MJ!&NS,"-24L_$EDV9V+@S1#+'QA+OEU3-A4Y="R3ZB)/^9,H\T6,T'(:JTS) MQ2B^^DKXH^K5JQS\JN!W:=;"S4=12QFHC<;`G<]W4^."B3A8A,&+*%\&`7+J M(\EY.,F+,+Z\B:/;Y9Q(C7H'RQE([>5`O/VW9C3KHZJ!C&_\H&(DVM8[-E@: M-?)E-V(E$DN@=38U:!D;ZJUCQ^[">W-H$9,:ER^ MFYI7(0HD]VQ:EA6+Y03.MTQ$ M=:FHG/%%E+#/++]B/$JGT63U,!82FG7>/==Z+$A6)>4#Q[HC:M0O ME-5,_NJ+#3UD&:EUF;.*2'B7J'+"40V,/6G3,X3IXBY-EEO:-AK',D*7;4/H MG(H,0O3=OT?Y?(,0V2Z9;]C0%=P7[/5:[J5L67PB?@EOV54:)?F2.^=) MV139]%<6QODD%G50TXJM7H%[1E#[". M`3:?6MUCL#=.S0OP[O>3?DN6GC7CE#3/+/5WE M3U<\_=?FP*VZ6Q]"M7[!_9U%MW,9#]Z+0?MVN?0M2+JZ7$,V_*\AOV7YZQ_0 M4_D-%J;)J(CQ/69(]7L\)=%90;G29Y(:]G$..[ MZ(QJM=I90KDJ[2??VPE3;D`CJM:64ZB6^(/Q^_*8TK<\BE?S):L1_&M:M0<: ML\=H>0_!>2)@*S=&-ILR[*V^;C!_D%J%6C"AN82.JA8W&?M>".'DOD&(N^MQM4IT&%\/E]15 M]><&6@5'?IB'M8K6E.M)+3EG\2`/Q="4^VEQD\^*>)6Q-)Q]5"&Z)^/D]&^1 MRTYQEC_(P][)]%.:3A^BN&'>K4!R3Z:]/CI0';:K4.]HX<$5]&1H&>((VO"B MC'APP67/]^:@1%LS#Q1_+"-;C!A]U-6G^/YDUPY*^]>^5Y$=^4] M+.66Q^[L/;B"G@QM%LTW*[U5Q9!/UEJN/FXJ6EU8'B7YV31:G*V>.0OC5_W? MCBO1U[>3CD]*9LNPBCIKNL+,4I5 M+26?+MCBAO&V>FZ3H5+)N9#%)\4-.ZT@::GJ'DE;%18DB9(RH[D0SZR>E#H- M>K_^4C7VF#.YVGQ\Y;;U.\?4KLDFGTJ_4CNA7YQ.MG&HY,\LS&Y*$A79Z6T8 MWIW)_OB,Q7FV_J;LH4\U??7JB+^MO@X:F'"19IF`A)WG;%$I&8LK7_CHV(B6GNJ-1B@F@ M![#I^=1W-(A=FV@$6VLD7,-VZI!XYB[DDY.43QG_^$%?EUIU2P>-HC.>+H9R M;SH8*=O](=?>9AD\6I7P+^*K#P-_MN++&9_(+)' M0$`,1"FV-0,8CF'9Q/5`9;DP'`]%BVVYV5M.=/3>[HA#'40#DT->B)\\G_]9 MWJ'9AB0-!`6Z8VH^QMC&G@!#HYKGP342CN:#5F0QWAU9U$,U,&D^L_R3P$(& M5/*DF,^RZ#8I0R_^CR*,HYE\QFW;[`7IA\.?L:/G9/K=>2`JQYAFU:IN$A M7Q?A`L)VA04%T!C7T#:V/+LEC$-0:I_:R]OG7K^?L`F].D@-/`B1#RR=NHA8 MIF>[!G&KA)0Z[?JMW@;&P:@V'*1#T.ZUK@U/IZ_6)9=7*C3@H8^LO9R\6'/A3X1*GITOJ$?+3K*<^(HJ?/ M87FE]OZ%E.T%A!.`H^N:K;FV;Q'A`(^Z:SB`AK4QKJ`,1("T!P"'B-Z>%5U? MHOE5U%T[F;ZO6*!AX"'=L"U`?(`=@[I86UNIVPX8[\I*5[?M9($RE'Y43HQN MG65,5!B>`INS:%%R6SO-N?7YP!,]I$2$&1OQHMP[=#Z<=AP>AB@S$Y_\?=@V&ZON$:KN=I M'D0&<4QA?86C1=QQ10\=O==N#\9A$/W(>S"@)H`%R`(^,AWJ4R+^6B.!/+_= MC/[`>S`4D$4]5'_MP5BA1EU71[YN$]L2P9UG0KT*[#S#:9?+#+P'0P'!A@)P M/^W>'+(37P0^9ZO\36J82159MC,DJ2D1$,T@6`,>%*&\4)L`Y)C5A+-.VLUU M6N/VMUI,CK'XW#19J\EJNX@-((8Z):9A(5LGNJT#I!G5H(PU.E!/\0Z2W@%A M'C,9:P>P;H(#R\($:CKU""`ZM@'44#5W!>B8Y^.'(8@B5G9"^R]^[D9L=/G_ MCTC+X>FX5*^:2[E8W0Y=,S3O*15@PS*(!FR$3<=,T:*F9[!R.O M.A2/R)3:Z<:]Y0)LZQ:$AHB+?8T""P/;J/)@+#+A\0Z+2KS7C!&=L/IQN3&Z M(6E\E.BW"]-GA5UVN5CO& M0[QV7.AMFKF'2WS^ MA86Q?&O6M[LTN0YC=LDOHN]%-"T?[WB":F`M`T*)@74#(1MB%W@VHL_;J&U? M&VH';T-ZCVXW^?MUY;&;X^;[2]]:_/RBJ5+&SK<]2Y#E99X\2ODUX_?1I'P] M+.9L&N7+HW/MV^*0*@:FY[D6IKI&*#8M"HAN5$LSU''T<<4<[ZHACMB/QVZ% M]7W/@?"LUX*[MKW^%0MLS?)LQ_$M8$#J8VP04,V[6I;=KL7U%MF]JQ8W.N\- M-_&TW@@AMXQ'22&"YE7TG":K>YCEJ\UDAR2LSW,>W12YG+G]FGY.$WD>3)!" M)E[G2?"@//`98)1/9O&5"COD9\KR($M)UV>[1[V^@PNG8Q"J\, MQW?1%E=9X:K5UA+V38E``YH#";0QPH9G0-^%Q*\224C:]<3VGXQQ76$=@C*? MY6N6JK#L/HSB)><%1@N1VN3IY(]Y&@OW92C,HLD>*ATH*4".&!-,3Z>6"0W3 M)SIRJKD*8E"_%<6Y%`MAZ#8L@;TA98V6]N?7O20)?(5#KM4WU#7_&`<`!_H?Y%@YMCE-83Z)[N&B(TQKJ+J.>X MON\@7;C>-71B`%)[!%D6L;$?%'=BM.3_[;Q9+.>!V+$T8K3ACK MK9C`-(@/?`T@UZ*V:SK(KD)4'8QL"^+Q.-$.KV-QPFS%B56I@)J$V+KI.M@2 MR+D>,*BSMM'3S';'HGI;L#X>)]KA-00G4!C+5X%?SQEK>KQI5Y$`04!,S[:) M"7SB8A^X&*RMHQ`-M6'HG>5$BN`\%EEJ8]/=A0*?R.,>GFABIJY!QW`,0BK( M?&/$IWZ[.ZT!"SJA]"/R872)R9AH<*2EJ&6_67^6X?6S`474@)J)1&R$L>4! M8F&SBIE=/+*7O*APS+8EHPZ0M#VO!B<37K"I&,E6;T5X,>+5'5^K+QT@7>1! MP$0V,DU@0\-'NK>)UG."QD>?XFR/QI?Q/ZV M6*!#R_&H+2)>SP.N)?[#QMI*FX)VASEZOFCF^"&A0DB')8ZZR[@-!UI88*+X"'&$J:?ER3/R.)F'R2T3 M?SZ$?%H_][2G6"!,\0!UJ67IP/1-S\.:M;82.N_JZO;&#GL]UZ0.GR.PX/). M@G\H"39+!1!Z%&-H6Z[F>810@+0J0L,0U+Z<:=A08N-I&1:@[U*Z<0];9A#YL:RY#WTCF$>H:)B&U8NDNQ!I]CM)9WMO7W M.F)U_MSRHI@^$#MJOU.UKC8=3U4X@!CYA%B((.B)+E:'.J@F?!$%[8+1_MXC MW!M'E$,U!#DVNMUV(U,S`8'G>P8UB0>P@VS#,1Q'1M#+*]_T$VOB@)]:H\L45;M M\%W;,WH%<40G>*Y"N0`Q9WDT">._CO,7_>!K7F:9VO8I:;E$;?"T+'KCT2]O^,\C5G3VW&>PS`? M[7$>E=O37!%ZN(8I@DS+MDQ@^=2UUY"XR&UWX/[='-EI3(BFV],.@_,];D?2 M(4$B5\&VYT++UQRHFW1MH3;JV[>[.ZWYOJ1V*/V(?!C=RN.8:/!N]B[Y&M(U M:-B0:II+;1-5R!C&V&X?5>&/5GN7#@%IT&0;/6UL[J>V;F;Y-MF_W,T:UF$0[MI25Y*;97[^@9%*. M(TLD"$!TVDZG'@]!XSSG$#CWXR&%1C.F$&:\H]ERI2OY;MZ8]I`?V5N59?9[ M3BK&?+$Z&!OQ(UYQ&@F53!+(64#Q$`L^NN8)5Y-;R;)-O5JR@CI6TVEA`03[ZA0\5^M2#NG MFW14>DKM?&^A/,P;DU.9AM7/*AFSNVGF)Q!O/[<.XP@8,H8X32RR%J!XO#Y1 M2!%-NU=NDV`[F%G#<^O&H5,B(*@WV^WF:[P-+W?IZ_[LI+\P/(HXX<^9Q9?5 M?G%_:-Y:]NW/?SY2LWOE#X[R43UO.WN<=_[;9M]&5%D,(BZ:5TG@A#&<%*V&[+WB:JI)E"?EDA MWY3`8[;AN'Z,EVF[K[[_>"#YBNGRZIJ@K64&62RH<`)A@*W4'2A,BK1^$84" M(\ MAP)[#SL:!;4S:P.7@?7Y0:G'>)W$^+.K`HO'&P$>(DLLI$02#EF/FS-IAWBQ M2KOLC,\!2L(9_I_/T?#>J.T+@W01"(>\)$=!M3 M>BX3Q8N98M/@J*)3G6Z3`3P>L"I`1Q`4J)W(104B,*HHO@=*^+3&"-E/YA(L MSX].90GXL-B^WQZ4SN4A*/:AV1X(&"8)KZT.W"*AM&*4:TD9A1)JU=%,8&+& M:_8CNY)$9$*IAF1\?]6,.!XN+PP:&!G//0FAT$`S2#`^W8"6I^ENV>O]XM-P`3F_/$3IA]"K:-=X8IGDVF#942UQ8@E\]F&%]<0C M"TQUE(SU7Q&)"/R3,70\\][M=H_-$E[4+RXM#!PAQD4THHCBFCM(%90G8RJQ MTT;V@8-E58N,`-7)$_ES?]KT\:=XO)WR)=3#YG&]OR040U\1@``($8$55QY( MAB,0I+>WL$G3-+)/$RPI'H6@*I%'8!;;[;NMU^]=!>?:>BXH^' M/+TN1^_;'.J(GQ<__++=/'Z))/C5.OYNU4;V.P_^XM`0:USI<.*K`P+,<0TI M9X1JJ:)ZH(^\E*I-0KTZN*YX<<0YP@87`E]8'B12"!#%(+:0.+`*VL((=I2VP%$ ME:A51IZ6YIR%\X.*:U(!JUHB<6KHT7Y9QXMG-[Q&XL+R8!!G+8T:6TPT-!9A MT:-IZ8RS#++Q\S4YR0_;/T5H9I>A,&M9N8$/9+,]@']J@W.&D*OASQ%O"=`8 MSPAO`_TV*@(>*^PZ78`AD>8P*]]J,@M;7[I&BL%60W1^W<1[N-D^M&;?[L/B MVQ5M^-SC02D;%4`LE4-:4#''NDI%<&"Z'\4YY8I$I(F"81Y5O]W4HB)F!74R):ITZ/U0"1 M^.[Y8!@G3!CFE5-6:V4%.DDZHFG]0\I/2[R53$P!KXI01$IWG=".ZSU\;6F` M0L>3D''O!4"8&N4Q[:B5`*;E5/+B6,2Y&@G=W*^6K3OU.3QCZXTR M%W`,<8?^^'`07`)`D&*"X;:/JQ00M\X*C#&02M_(P=EO])HK\_L'@S<."*PD M,LX;!+!!F'?4$,"N4E/#:3F%":_5FJ10/UN'8]Z:)"Q1M$J(@UY*#IEUB*$. M%,MAVCR)PD[&5+X.+D4:!\I;J$B16D<"J'>`1G0PYT#YCB*-%9NODS`#EZZ7 MIJ3!\S,P?G:.OEGPNSZ?\Q>N2"BIMTY*Y>(_-.J;6'0T.BIGULU@"I-&%*Z, M`Z5^-MMUE^TYJASRT&.N`-2`8$N@9J;_,CR;?XU2*JLSH#&K.D,NG>6''J4& M:VLME:;?ND=^9M.],C"R!"R5:QFN?K(_/!NH;Y.NC=!&0\\PDU;9CA[N05ID MOYBW(^/W.A6*&JQ]:M`V=#Q;/Z`#`*60%`HYC#747C%+.DH,H&F'<+'[-J.9 M/0F'>AQ]ZNX[F+$OG@_2.HXTC(<05,2TR9'Z=*T@4RL=9]3$J_%,.ZN,__U10$B`JAQ0E$!,#;&(]-?DM8H.2\- M/2_KL\%2R:[^LE@M_UC\W5SRC#]_+.BVH8F"CC!FL'=6F!,P(#4KKIA>GI>Y M$X"H4\QS-/3C_HYT#SK%+ZP*V"#HB8SR*I7DR(AXM[U*3#:6WELQ=WEN%\ M-EBJ,?X[^J\Q_+N'`P44>^HXMHHS+[W$R'4448?33/+L19L%&3T%CNJ6^5"+ M/"#'F6&(:^"B[1J/*`Y[(T-PF1;3REYL64C]GH!$/8Y&3?%NI+OEQR5!4XIL MFZ%M%6I3(HD#LC-RM?XTX+@?LCP(((B$$4K-G9/(,PYZ@Q1(GY:B5M@1DU$D"F!4V2LS MZ%@X^WQP7D:!Q\(QRZD%WGC;@T9T8JI38=],1M[G`.46]OP(.SX0KY6*X`A( MF!"8<'E*S)=Z_R-"CK%!8X:JB.N6AKMK9'[SF$<)8Z M>R9/S$C:ZQ1B]I-#![C7SCP=HD`C)ZT4U`/HG6^AZ6D2."V*7GK7V^J+`&-%1B]0(:&QH/'@85?T7H!+C(,6<:I-X]#J_IX%2,U7IJ5/$ M\"2E[Q<$SB7#BNEXNT2Z`)'.]R>6DKQ6F>=X=B>SZ)4_ARO_G6 M1*/POJV7_A&*"\R_NC80;AE!&GC2GI'.,TK[+&WI;9K^5>R4+R`'N2&J=`AL M']N^J7>;A^:0C3/H'#B_)G`*'%#:OB,.H]`7-EE>'"6TU-O&,)8GU)G&6) MIT0Q[VP!$2D)5T)UV=$S_-7LWX7Q"(%DX:!A1F$AGOB7*]#[$E!9<;F/YC;+X`G::4(.]4-X*+RF0I`\-(R+3@BS%O*HE#O.IF%1)G#GV M0HC'T#$=IF'7_8MXD@NV=$#?+$9GE_P(1:@[#CTF!& M(%14]C9WF[`V6_-ALM?@%OC-1\&0WV_]>;YN[S:=UFU`4;:`GT;U\EB2\)7`'+++.2..\@EI& M4[KOT.)XXI"<&J9$,M_+HU0MHCOVDGE]43"61^&FV@+GF$9440U/_1H2$[1K M&!J3O_]LH%16-H=IF8%@R[T$R&(D*.:.4'4J$9%SJYPI%$@8B4*5/-S-P\-J M_W"HR(ZWSF:]7ZT_->N[RYR]L"I8A#Q#[4PWX90@@'NO^\H"#-(R<(M=X1DC MA/E`J<'X'Z=YO5L_91#U7>KWV]6?C_LV$/+'ICV/VD2TS7WQ%(@12@QQ M@(+^8\0L,8^THHR,9\[%/G@IH-324IZZ?UWMQ_/BT8"9DUPAB*`P7$@`S:DJ MG7"3UB"^8,92=A9/1*1*Z+KOWO=AL5J^6S]Y/RX%KL^O"%$S%XIAP3R7EG#D MI>L5+2/ES/H@%N!V'F!J,/WW=C+JNEFZQ78=K["=NKM[?'@\Y%NTGM*[BZ-D MKB\.@FD>[65OXB'&-8%1U/MX*W,B+9FIH*:8712R8U1#*O[8'H:T?1MTV/_X M<"!:(^VA\U)XZQPEM@__>&5%+2G4DINC;>,.D\]99UB[#V#,XMHE[@@ MB@)V&T-QE($8@/.02,Z!$`S0:`UQW'GA//%J9J'N`B(P&9,:7/[W:KW9'LS@ MHVE[@<EV$53AE6[[3`"@ MA0,(&$,=(*^L4_8[J=C"J.Q4)XCX2E/-K+@'2@<.-KB<2DZ79#^3IXNMTX4*H$!B8. M.3/6:6^XU5YAV%9Z"Z%ZC`"S;W&ZW6`N79]VE@;/S\#X^@Q/GFY7D=\WL/BR M3[>#SBD$'3162J4\XQ3#CD:%Z,Q&<4QATHCI=N-`J1_;3YMN%VU/JI6!C'E* MHFTA,+4=503!M/9Q-:?;I;(Z`QH)J>/EIMM)A3#WWEO.&(;84&-!MW6,35HH MK^9TN[&,+`%+Y42-A.EV!@FL&2+*.X<,4)#$"ZP[A2Q(R]BJ.=TN]7N="D65 MD-W]_>9KZ\/PFZW=//ZY__AX_^-(GP$M!\:\)[3ITI:QMKZ>4.ZD\[A7;JQ- M;/96JI%>$J;*$5[;?-DV=ZM#!5/\^;[9'TODU$/KUOV_P^]?;5\]+/0[ MZ4\$@#E&V$J*#;04Q/\$[="#BJ5=+S6;6B4+V6T0K'(3O=X)^QG5SZF[=%6- M?EG4J+DVFC@6OT>"M138B/YNYB)M2%#-,HA4F2J.57WKX\-B^WY[@&AY2*CY M$$GZ'.D9;(^\]H*`,'7<$J.T5)::MAA$]K:[3!Q:4+.:(55*BN!37S(.N]RI MQ_WGS;:5^,$2\7)A,(QKU@:KVEZ]@"(?[>Z3!<[3=-^:@;P\DC`1EUM)P/O' M_6Z_6+>QZI$B\&QEH-)'VT%!+3S%%CON<6\^""+3@KD%<].*RD`Z,)4-W83; M8<#J`&";C<49:HUZP"!DMA=\@71:SZ6"66KY%(CLX%06B!&7PH55X3#=`S#E M9:0+(H@A<;U6E-J1IU@3[#(",!&4FS!^V%UP:5DP4:RM1R:*N??1J)?,]PHQ MIR`M^BS?(NO34;D)[]_M=H_C/OCCBH`<8L8@:6#4<*+"$^^[7M&-=UU:U3P$ M;Y'E28A4+TTY[O4"I\\\'22W5`I(F>4&.8>D\KZGR8$T!0^^!7?F=#1*9^CU MQ.[>?S2+W6=_O_FZ^WX+?7)>MX^,?_+]EV9[[/%T:![Q0TW&?'8R)'NQP+8. M0O-=BN>+*L$WE4")K98`$B^E1YC+MH.D9512!:5W]GIS@GDE4%HJA">4$6C: MZC)E#',=->U(FIDF4`YFPN4$RG'4SS^!\OAUM5_^9GWH9C,PB?+0$KE-'Z]'"60$:6?1PKFFU\Y`^:_M;P=+Q`"1&GME4&: M8^J8[^DQB;,BBEDU$WER-75G'!HW;*]RE=,7UP6N73O:#@MJO%6`$F1P1R28$V!8T+0CC)J\,S:Z^3E>19( MJONIKG+ZS-,!4@XAQLQRX`3G$B/=:[P$RIE-=LG+YNEX5$ZO^V.[6._N#QX; MM?R?Q]VA!>GULWW0"P)#BC$GG)8:*"V%;J%[HEQIDF:^%4M+R'S(EX`H(:_^ MV3[^'<%\>'QX&C/0U4!_&\#WM!<%B[50\3_6WF%8*.]A?Y499-,\.\52$O+P MOPI4E0^)WYK]+Q&+MK./C[#99K?ZM#[T`-K^U^/B?O7Q6[S2.K?WOYKEIPLU M&SE?'[1IH_^E98$"0`@4`"&G MO($@7G>HH](*D&9'%$MPR,ONC,#48/^[]5VK$3>V.?[_W?K'9BN_1UK\9OMU ML;V4^S#R30%PV_:IQ1PHY[&7W#K5^]VQJA4Z2`^6I\:7R@)5I6S[C33J,L0A M*!7RE&#O#3:.]9\;UCRM6V@Q$2LF%V4Z<8T#MT[J]N;C:M\J69?TDOZAH!D6 MU(FHS5/N"9`.DMZTL\2E:27%7)RUQ",9H`3;]Y@J]'MSUQ;;KCZNHBF^N3[1 M]LJJH+5EW&&&](%CH"49(6T>C^HTCL0B+C5BK@M_VB;7_V4!Y`F.U?45R%%D&9ZI&2L/A:AA\ M>K5G,BO4&@K>%\-KLV<+:)NMNKWNDU?-A21(N,<)<6"H)DO"= MA%IQBKAE^']O3M\CN#DCK?SESIS5DZU('0`W1#,,RAZOL'^T@_;2"]NX4XHE="3V], MAF,1-=&4,`0:(A5.UCZ(Z\TS/!0O=037$,SPM_EJL'?%CEHV;>DO.VXHKN@0 MLQ;:[;[S#7:53V_FF])45P_KT(GLZK&;[D.\-E'LD+/"6ND$XX(H M1VIJ8-2V;^BK=0J/$/-+:V<>-G$/&[O/%[O+>;/87,N?J8<=]>P$7M8S6Z M938]M4W&W@*U>SJT^^FB2L9;E?G[`PF=IS\D16J%(L%9S:S#K&JUZN(F;UKH M@!MMH^XVMB^G\[0')"W@[=((XZWD+&`L,*DWI,10+9-?S/7LDS[%`&B--C?T M/1#L9OTU5D?2JBDE]*7AB6&OE4'*4^D1(12IP+90`-3M"AKUE`G:%Y5_:F)T M-DY#Z$+/E]F8$_CRA*2C#L*0$+!EDEOM$<;USKS6XTT-/8]0#50_"YVW1/_A MZ=Z0%#H&LE\@2B9?UUO:K;XN.#)8%?)R5 M8M"#@%YA8&7RKY:3X-J\NL?;H6_L')^NI0QY3L)<)_*DI M8O6>+8_M/KW3"3<&;:LSE#HAY5[A>6AX8HI$9#G&"!EN(F7*FNU"%:9L?*I3 M%Z@?).!9R(R8E*/1@L9"P;,IYXKRKBBS9?[TY4T]B?9/24Q2"2M#D1NEB#&< MQ5H#Y*)E%GSG:DTWF!>]8-*"B.\!QMGQ!-PW/%&-"5:*1ZF\#H%1D.7;A1IM M&EO7#J/1=$Z\CO`XWOY8Y%>_W!3WOT[RZ<;T@+\\MSC@I_0^O\EF`<3]\F&? MEO/SJ*1@^U()Z16O*@$;:56M`XBV"62G1W"/0KTY&Y[NB;I9RG[Y^&Q(8MIB MCI2C6DBAK6E?_,JP/D3Z_RA2O>+R<'Q>$ICTA>X8`$D0$T.2FHP+M*M%Y8985)DY]_E\M>_ZKG%>$M@QXTCD M05JF%>7HO/"-%9BFAD02+ MN'%8:;X[YK"1(VF&>W$..!^Z(5STV_6&[]/E6IG'+_#(_L')[V+IN6ZT[P7[/RYF`/@I_.;&>2DH(V-`5CE"E>&P!SC`M@ZZX$=2MVV@T[YKN%IYKQ:+W=X> MUM=3@/B#SVXS8+4_\O+OTV*VKP_IB4](6J$J&<`Z#WR*`X@ONKOP"K(=]3M/ M(!R(^OT!UR\?_.]T-KM>S3KDB^=/3$1KY#"&P\T[ZPUWR(A:L?%A)/F$X^.3 M,X'L(VS8YXNK/UY>C.?7D^OJM;-FS[BZW(N MLVD_<;WGK:?G0."/Y4TV?^P^O(NWWJ0M_%'F"V"S;+/R.)UGP&79;!>*?7RH M<->O25K@``<3B"KOB00.)U1S[JO:8T[1YFJL0X)S*-RXRUZN6A2<4@^;7/&U1^#+UVS^.9OE M[^:;E*6/UYN!:T:Q#^NY#5'0G3P_$>>U5QPI%*AV@1B%S19LK.)0GKNC;[HN MPVDO&70#0S^8!Z#5OM8S/V2W>6/P;F?O2)AS[HBF"C,BD!(6"[;%STJ,QW>K M=R'^Z8Q[NZ'`?SCY5!Q'<\'Y9V/@\V/#OH(4^E)FD[PJ;7F@*<[^P@@N M?&&EC5)O[YQ$HZ-**-B8HY$RV*BM#U,1S`B#R( M,YZV#8$U-S=X?&E\"EX9@36S@ANK@T%"TGI?U-.A..*X3+`.Z/.\T6,'J`Q! M[4WL=QQ%E8O5W>&)V",3Z6 M&)X5ZN#(\/T.8,L;58F7)R1-7>`F($N0M`IY$:W:[DQ*/9($NHZI]+Q661?0 M#$'TS_FZ>OIO^1P6/`,9:B:W@#XHV6MU^W'YS>T"3WI.>O>;Y<;V8;X['3NSF]3,;)N;^0Z$TOQF"B)G`3+J+IM.KJH\ MG6P^6137RV]9N=\:.>-IR7K"!78-9[5'VM&6N36^FRO`LT@N,@V19/CFJC_2C[YN2A"7* M<,EEB"9P:X078;L[^+-=&\'3$[)>EXW0$9J7XI5&'6C_I*21L0R.2DTY5<9: MQD(=$6.,<^/5S<\GVA%<NDEI6OR1/50G8*-S],7Q MR3ELO<,$9*(Q@05'0ZW3<^O4N)3/+@CT/)"T`UBZ+X_4KF291K1J0LBTY<)9 MXI2D]261T"U+EIV>E/LZ-(#S`>R>[*=6Q=(>$PF/02%:I)@EQ-4*+=.D-!VG;RL?L"55T0 MM$=_A^>"$/?%!"L2E]HI:1K2I$YB)XNWN2T\O._$Z-*'. M,XZ[!]HS)1G@>:QU!(Q"P%)C(>IX!L^"&9_ZU`6I#E+];'3>&@^,1@<; M$^G/E_SY?%J4'XIEOO"K_$-QOQ9$,(P?EO8-TQ+G1$3*,+=@]6/-!.-XIY3B MD:40G(]_T1LV+8CZ*;\O9O>@8[@RGTR7,;N:SD"+"=_OIN6ZW"7,(`?I>\(3 MDB,L2AY!V`E/G/4<59F\CPF=7+:K6M'?G5B7I.X/ID&B/>LXA4>+X_.F&DM3 MJ-W!>8DB)&E@QBF/2-1.(5[[_U3P[:*]U1O7^+J$=)A`X?7R&J7]#^,2?$>8 M8`[F+%5>L.CA6ZCWP=4(O60=T^>GH-_ST7F]U!Z=0C<&(G<@^Q]?>ML:!#ZS5.3M`0%+X2F$>-@J5>D#NDA(./&I=BU!+_H%91![J2W M91BO_K6:/M9;:0AG>7E&(@YS&3&2*BIFE6+>UWR/K&L7S:+?N#SO!LQ+,4KU MUS)OMN4;YR;GG+(.&`1'=('5V^>1T>D)XV.- MB]_0186%BL$$V'G$E%LL:L=79&&P2/TCHU>Z`[SIZNXT8(;XF&,%=/Y^>I]/ M=G'' MC4YA>8V,=0$OUV/NTA,SO[G0P;XY"3-JG*#6PMNPTXCI78J+$7%D%V"]4>^Y M,ZPCO%Y/7#=A&BD2&,?,!QP4LK*^5J*:M+L.Z>UV;"@^Z`*K(7A@727W)R0: M2^'LGY4<=50Y$SV7.!+NC:0UGVO7LMA)Y^WXAN:'[A`;@BL^P3+S!@.I'I.4 M,!ACV`$%/)BAD8C:`$"$MY0$;[VM0UO\!J-_XRGP9%0B(6+$0]`J!H=D))[M M@@LB&W&*7PLZO$3)LW!XG30=G1DP+"F')^'O`.?MZK:1B#^,2X(XI3#WUGL0 M51C.*%]GF%&*!R/C<0*Y%06*[O8_"!VS[\?1\>FXY+&J<@1!X:!^K9']UELF=(_L1;FI6G.CC^^(V8ESQ3!E#HY!QFUD M",EZSUC'.%XEK5.*'LLM9R/WY^":T:F!8V>6$3%)HPK2,#-YHV-@%(M@`E6, M^,CK38YIH_#@P*=B%=KQJ;H65E1)V M4OO`C`@CJ^31&5U^"FHY`Y0AR'O\1_X<$J:]I"APRH@(6C/\)$M74S.R(G!] M$?@\5(:@\)+7*?;_[\K2P6BX_77[+O!]BCR]B#!Z) MP!A%K^L1X-\BTN[#JH+TX_4V5.Q3?@54VM=6?L_H9!%Q2)AHN4"P+..CJ_LQ M&:A7X&MBD.QB'.+.V*ZU;1FQS4`X<0'OG)*F4M`B+*`C3F&/J1)US2*@: MR67C*-BD:S#/.!I@_YM"T8LOAQ*#_E]_E\E5>,>[.A2,.)<=Q#DL42 MHZ`EDY(AB4B4.ZDM@V]WD)S>S^`U<$COZ+9@&5C'LLRNEE_R\G8/0SP=DL!P M,T9B[!#&R$;AQ:Y`@26XG;/B]-*TKX7<9V!W4;_%WQ;Y]6KV?GJ=M_%=[&97 M%X6"1Z.,%((J&@0B]>60XJ+=I5QKQ! M\P`+'9B5@E+"(FVE8S(:%-`3BQ_,P791LJ=7?GI-K-,=G)<-P#[J^#EF>G(: MCEEIF,"J*@1+I7]2E,/$=KZTTXM)O"8FZ@'7-@EE3WBW4I=N[U;+O-R&_^Y1 M50Y/2L2`QBU0P,(@$7@`>;SS,#'<3AB=GHG\&IBA3 MYZO]D"\/'"6')R9%E(D\$!PV,TPND@T3K_\#M MST.)#S#/X8FI\OH)C*317M"()0NFKJX;,6F9V?JV/;*=0CH(\U0+>W=[ETW+ M"@SW-2MO\H-,\^*$Q'0,F#NL@R%1H^A9W)5B#JAER9NWZ9?M%,H6&DJ$%_X] MFZWRXGJ]A&+^H9B#^KTJJ])M-EN\7.W_N)E)4,FJ&P/#D?-:&Z5X[2RD\'L[ M3GB;KM=^,!WBW-BQ[<_'W$8/GU5Z^(&#Y,@G)!"WN.HW+J@0W`"RH+G7VIH2 M+<70VW34]HOM,-Z8IT4J8W:5@TA=S0_IP/NF)!UQ8%A3:BQ"7`8B75V;2@?6 M+@$1OTV?;\=@#L,JY?1^W2/\-X#W?761/=_]=MAN:IR;!#8&1^F$91&^">;\ MKO,`8K@E\[QM!W#7J`YTDW"5YY-%!$AW:WWR"6P@F]^8*_@?0-"#VG&+IR6' M&8E!$<2"1%9ASV6=Y>D,;W=5C=^VO[A_G%OHU=6V/E[_6!#9%F59?*LB<+([ M^&GY4%VHP>*6+^I&+9Z2G-**HVBI-]5]*W(8U;6W1/0MH[#?IJ>X?WQ;L,UC M!GC5/SM\O\OGBSVR:^_89'4@():#K2IYQZKS\*[\FE.Q99FIM^L?[@+%0>Z9 MBC*?WLRWP7OK<+]L'=RWE:\VORZJI*A#49HG/"4A+8707@$OWW[]@N@]0OP^J]K9'V^ MN"JG=QMDZG*`\\GGU>UM5CY\O/X,>YE>3Z^J._Q-K1(X%_\`=*]`B&[__'&= M^?=E/I]4$NW7"ZUKG1;8QZI`JU@LITM@E&HQZX-CN[CAWVM4:M+_'JUNZ]M81].:LU>?YV''$G#K2() M&HVA"%?:HXU,$JHP]3H*IBL-H5'9>JUT6']?%Z7!)O$W"H&,#]II`IJ8P]@[ MO<4?SM*A4@ZSV>QGH31J?GSN(!PEO=;RK@)]LOROZK7YY*]_`8,NW_T([X&S M+/[#W`,?->E\59*NF$K$O#4]".`**9-26.Z&,Y,KS+132 MB99F_LFL>U3"_FC9I.@(PB89(:JUV]6(-:W=[W5O&=$<4[!23%@2LBC9\O/[\=;6<%-_FKECL:]^\ M?W#R)"@C'/`3`S9;YS'9>L^T9>AD3_65QJZN=09S)[RP5_H>&IZ"4PAY7?6X MHK!91@FI]VRY&F$_GRY0/TC`LY`9,2E'HT:-A8)G4\X5Y5T!1TC^].6'6_(= MFI(,Y!AAGQQ-PW_`D894: M(61!B!`6&6+*;!?Z;_:NK;F-6TG_E_R`!/?+UIX'7,_ZE&.['">G]@E%2V.) M%8F30U*VM;]^`5Z&E,2;0,QPR+@J#PZ%&0!??P-THQO=PO"N=M:NA5<(C\,- MF$EU]?--_?67ZVHXMUWB/YZ;+/&G\+:Z&=RYN-5/'[>I22];11V`2>QKX_RO0S]Z&A\R[-B/I3M&^RS)D%I2+'0!AG)XEB]\\WH>C@8K5745==?HU4\?CRH//&! M3P?HXYX/>1PP(]HSJ+UO<#`6YQ6L+:\69:-?MPU)AF1_NQV,;FZ''^O!];?! MH]6_#L9_5O/L.?.!F/KM]'JG>%_SB@``HAYCX8A3QF`)/6L4?V],WKY;7GLJ M(>,6<`5M'FY[\I?F2HAU.)HY%S1/[+FJY:*`^R]HI(!9G!4_T$S;V/ZDCJJ MA+@*S#_GO.`V]5C-/_CE(K_.F-U'!X<]'0SW(%*+&"DU%,AZH7QC,2N2=V>U M_/6@$F)L!Y(,R7YX&`\G]X.=\GO2)NBX

">*HE\*A9#5Q<)K*D5/X> M3@DI'3/QSN_*K"(55_&:A]^-V?QT$-(A9(5'D'++C9"*L&;.6I(L8;?F\#R' M2*_RJ'=RMV\3&LMPZOE4YBB^_[*QZ3SB>BZ?W='QA7L*Q"#H#%:`2FJ%,8"R MQN#`%N0M5ZTY?,^!P:>54,8>-__,JNN7`=R+1)E;]KV]SP6)(05)Y=(&4V&A M9:+9GHF%>09^:R4T^TRN-O`N2I4F"^\^4%QV^7\*70\]EWLL\OQNN_#Z9-**A&>>=>Q6V[ M8."0P,8@HC)J,"W\1'`)^G]!;/;W`N M!#@"V@Q9I^OU5U$_\@_IT.'#X'%;18_MC4,J!(L8]XI+Q]*];`T:0CHI6);\ MBRF^!< MB%`"Y%82%-17LQ0^J8#`[$!][:[[T]Y+7+AW@_$H`CSY4(U_NUW+S]U>#WV[ MQ-\PM*'3#CW^9>.`()4,4P@91-Q'$F+L">#.`:KCUK(W-WG+L]IW<_UIPZ`@ M!8@G9PMU!(OX^5BUG`V1/#/;Y*O7F)T7S(\10EUP]KV]KCTK,;_GCG;3)G`. MHIJ+E-66(N6],Y+-)VT%52RSE'J[D:RYS.4!*I9.V?R&H1\AADR2/PN$\9=J;N-33B+)[$?XZ^#Z\?[C? M*\0G[0(!*&6M1HC(M#<1Q8@E0&@FXW2@ZME%YBP)U.7FWXD<(YX'R7&]77"> M^W1UET/ID8&:0:WG:`!.+,W['%OS;A>1XQ'S[^0H_MM@?)TN*NW1=YZT"](K M@@E0P,<%BAN$,.4$(L(4()QF1C"V?+NYD,YS#!!="'1F).K!9%Y^)H(R3VHX M'B(`9S:IUK^@/J#\J60;=WBN89,_7X*.)J/#LZ&UU5G].X/E:3Z7B8 MCK5_F]97?_X>!;'[1M7A+P@JJO'**28%)$ICJ!P3<3)(>T:Q49UE"SA,Y3FM M/.L.$.[%@K83Q#]2D.WH)B(PK*]W!=24["9(;*1``D*+DHP$QGBNX`(E#>4] MR8G0QAGFZ5#L@HO_KH8WMRG$[&LU'MQ42[?-;$J39U_5#JZ]YC6!0@RH%!(@ MI2V1J>"AB"@8$[<7YEAF&O`SX%*+*'5B#(ZFP^OAW4,JAO%;*B$VJWSAOBR94I00:ZC72]P0L7D^EM:BF`NR MZQ3PY5UISEM0W\_2M\<)_34<5_9AO*V(>OE.@H1,$@\9MY1("PW@`"U!D93E M!8FT%M9<@%,GQ[`-8GW>,MZ)^\_#+!)@6=]G,HNVGMX.1HNIQ&_D*E5\N*GJ M+_%/GU+8X_S9W^^FP_L(]]WCQ^JJ2F7O/C]6BVBW7&YV/E:L.K]EU4,5#16$SG&U6TZ-OFZN.9UPG":C1-9WE8[),3F ML!<$1@BA7"5YU@]OKQ?ZKKF\BJC]7=7'JWP[_T MX[-`N;=IJ.G:WN.FEWT<3O[<%]+3W2`"PX(Y[U3:)*D"$&CEEE)@WG85.[(S M7*@TH;86?>P9VKT-3]HVR3T>O%V/Q?U5*2VA,X9)3(U4TJ`E-,!WEK_K50Z] M/C+G`')G8M[)M?EFN$V8?^Q[KT-EUV,!>-J,OT85]#E@/<&`6U_*'#,B8-,4LN1 M9(X;+1JU00G;6>+(PRS3,L)Z44RK$#I=R']1K=)]OTK9]0ZGP,[G@C3$`<>L M4TP([GTTD=GJX\D,TVS-8=`*"TH"=`(BS`]&7DN#]:>"58:ET#A&-**0,$!] MHV1%8Z)GV4FZ(,$1\'2S%VQ4IO?8(3N>"K/0`*$1QPYKY*S"G"_GZ*'+2ZG7 MH)HYU[[^I1_33G4;IJ/IKLSM6ZYZD@M04@.5N\AAP8E8+O&[U) MN[Q`]:X20N:*H&X+GRZ^\+?UZ";:0_>V^CP]X%["IN;!>2$^<;PCI9SSRZ*'HMQ71*,;MT(&S:YC]55?3,:_E]U_68T"[C9$)DQC_>( M__NA'BTR.*+BPA`7`X:,-PSA-9^"\+XG M%8!ZPM^.4.X#AYM/=3ZI-Z/JV;12VK%9"/EZQ'DS]Y1T]M/\,DRA1;G$.()B M5@&!HJ%,@$.:PG/3[T>JW0VF[Y=G`O58R M&M#&8J$,-@J2YBP%`YWGRF[M#D%G5"L#5RO!T(NX[-EUK'1GM8T`Y1=][$C@ MMZW_GMY6?7M(QK^C7QZX(8P1*C4!D&N');2,4JN,<(P+OO=TOB74KFZKZX>[ M:G&[+^O.]-[D@J7Z"`@8*KW0'",#1=2B*25+#!DP7=G%N_,2=DB5YW>`3P1T M"S'&FV].'3Z_K;>=M]3V+O?VX"EP5/NXT7CG#+>$,-E@YV$_,REVSYSZU,CG M7-T[?J#;BU&7?'_0`!C'*+/8$:"4L!SZ)111\Z']._4_"1'*DO`H[/_6=.R- M$^+OP\*CV3>O**=BO]>I[YU.CHUM@X91FY'>JKA#&(NBM03H`N!U<>RT M3(>U)Y1EO5F(RJ"/2E\T6RP2GE&.(5S.0AG;RTC8T^G"!2#LD@A[(Q*>)5#3 M0'JH%4X92IE,?!9B.1."18\C4?($LD6J1Z%QSO+MC9)W2K$>K_2G(]@WHY2X M(WDT8N\(`+ES=][U2+!00"09ADI(!XCPG#?SYIAWEEO^L//^7+3K5M`H)3[P M>O&!972,`@S`5*S=`R&77#A$C)$8P0X,QYQ(U1>!^H.R9=#MG5YZQDP]6C]Z6\V3SKX^F_D!3P9&`8WZ!G1"88`P(1Z9 MY?`%19U1X81IS`^68-TFM!G,6,NE/NOWVW!Z^^M@_&]9;&EO6-(6P(6XLO9;/F&VOR0P@;TQ6$7MU7&D M!>34-9`IF'?6V5Y"YSZSIAC*7:A(F];$C[_]OK_`WZ[GXG+*J;2.$(F-\XIB MM'(D2$#S0IW:2^7QQ:T_K95FPE$!("CT`TFI,3?P"FDV7F;Q8H_8R M(O>!):TBW!)=!J/G/Q]-H&VO##`J;YP(R@FW5&#L$6D66&-YWL+#?E"J'.8Y MI\[5^.LP=STZ[.%@E:/)2&7.&0T$X#"J>4O4*"19Q.$73YQ6T&V!(J]<@W)? M%Z`#1EG"%7)`$@0%U6`Y4:TRD_R+OSV-"N'=A4+]Y++)@1GYMCX3G/5($>@% M`\X@![5&311>^B&+3_*B^50:U(S5Z!E7YP4MU`L.[]^\7O^BX`BPD`$"&>/. M8BGBSMQX):/9F7=(""Z:,IU`G<&C=_5HR6(['%=745+[,G%M;A\(EM0B";5E M2D;S$9!50!Y3(//H^/+/CDLAVOG.\[H]9ZFF`]Q7E[R>N/\/^-/BNJU&4W719#GSYET7>[T.L\J,Z"%XX MJH0Q)AHJ*5TC%K`YX20"]>3R:@^8=Q*\>Q'ZO`W3=P])6`OK>:(>IK?U."6D M.R;N^;5]!6:-TE+!:'U[''5\"H%=X@E0YLW;TT6C=;UR=@=]CJLV=\CSH7ZL MDDR&HQOU=3"\2P4O#"-G=NBUT&$!4DHCS&AC.@A19&--HKH+!G M*0=/P-6>2>"<5M^UV?XS/KLK-V9;709BE=;*$>,4L1!*YE%SB"W)V47I]7\M M/E("72[)D^70_YBGG$UI3`=W=[/#]=)K\:Z^@L&>&\8QT`!CI[D"NCFKISY3 MX3U=W%_/%N&"T'?)SL5H/U3C=-]Z<%-!4$NLUH!XXX[VE"C/AL7AW2;YH&@['<_.Q&M^79M[3MP?`M?=(*$J`)9Y0ILSJ)%S) MO#WZ=&&'/:/=46#W6MVF8K_1MZ)G;^@H((FIJRO$_'P]%D>/7'X.YA M9[;O#KH/R@#@!;)($88HB4*PJ[A!AS(+8IXN1+/WC"\ICMZX&=[5HZ]1'ZKF MP6R3VKXQE",BO[ M7J(?K"\R.&N.SS]T7X\7/Z5V\!3$WSB0@*R*.J-/1:F0$\(AZ%;, ML3W#KZ&$8'JM"[G_/`RGCVLUA6:5_S[=#D:+?7%VKMALBO^NAC>W"<)YGI39 M'^U@6OG!<-R:PE1ZC$$Z"HW4<3WS4&'KS5JX"JZ$AF,+F-&UDU M_+HH!;BP>=Y_6;OYN.N^1\%>@O#"<2BTU$)1*>-_MKD]HZ7-U/4OT5MX.M1[ MP]Q57-7':G"7-+/V^/N:OH("T>Z7"%"4_%I1+Z2R.1'PTF66]K@D=V)?L.]2 M)5A+DO+/>G`WUW%*:P0;.PE00`>0U-8C+@'66O,&%,E,)B%_^!4+@MYK@_"9 M]S3.;M>)2,EN@O?$(J8I9PPX9@31M/'0HBC9/.I>DF^R!["WL8Q^WA9,LMF* MG*ZLR)5_O_X2__1I,+ZIYL_^?C<=WD<+\NYQJ15]?JP66U#N2MSU.`,1C`!I M$/42(V4Y5BL[PW"2N9A?DL/S$N36Z_U@[T'.W#9^XC4[[6G@K@&%N##I:.E0 M9+C!<:>6T0!J=FHI,R]0_G"HGDA`&;M1NHB3;A<^O:JSV!/??SDLI]B6':3( MNX/@6@EJJ8+>H%0>!KBU2#6>M^JC2_*"G@KK=FS()_E@/CR,KVYC\UFNF<,O M6+755:">Q'T,*>4XL49[P$$3PD:0SR3C)3DA>P)]SE)XX)`.OSYUQ!N#PLH2 M`Y5BE%B%F;"KPG08@3QW-[HDKURW"/=:+;7#R57],)JM^?/:"Q_BLEXM`4F^ MPS:4SP.Z#<@1H375FD".D"5>Z57B=8)E'H\OR2770S%T=#J\]>MM_IWF4?"D M^+`.@]9,PQ3P!17A5CME\,I@92+O5@"Z)&=LE1_&]555 M74_2@KU41]Y_B?C;.*_]QT-/`R\92MIE&%GCP=TKW$](VBY#'U`L*J2)$Q/]9P`,YZZHZXN#N;L>G?X14Z_Z`-_O& M$P+7T_^ZNJMC#__X:3J>>086/]:C:?RJW-ULLO_X:5+=I'_TM%XU((A(0*7! MF&C)+576+B?/*_W_[%UK<]LVL_Y'+>Z7F?,%UY[.I'$G:=^O&-6B;4UE M,4>2*Z*QMNC(JANIHPDAMN,;%05&6:9.4*J3LA?.*-YXMMT#KE\?3J:J>AF[+1 M[[$H:-Q2@T,KXT6$"LB`./RL$4HIC8D#DC9[0J&YRFRZ/']3.SC, ML[`$DV.U7IQFY73JRWG5Z")1?=L$"0XJK[R%"!+'D([ZXIOE3$::,EL!6M;^ M7'&^$HWO+K_5J3($##2&0$(N,=.&&,A)HR8@+M&9S?*9*F?_8RB)OBL9/GFF MBCA>O!"7]ZA37C)NL$;&>@&QJSPQZ/-T_+Q7(T&T]F]]\! MTV1*-V4T=$>WRZ?1M,I:N?>L,2-=$PX8Y64`-0\.J;2G(?Y!8Q> MRPCMGN)A#]77*7$N,@I?BQ`T!8QJ2QB$RCC`HP;I9GMB?-K^*K](UFL98&>Q M=TUC)T_;\]245X0`88"+VF4AL%8*"E7C?84@K2AQG8%@&RKPTR.@X M$W+A"-%*-D$UEJ&TD(W\KSAMIL?JN0"_? M;F:UFSLWNGW80&!-[V*=IFM\,ZOFP)N[U73X]V(RN]?3T>V_'V\?XGL7ZQ;5 M>U9Z\TL9ZKM\;B-5*IQ>+I\=,S7CNOA77ZO0`9QM(# M9JW"BBG`$:"@JH$`'4:4'\R?=1&X3KU==O:W`C2">5>E`360>^0PXZ2&B6"> ME@.BI1MFF2C(@4MJ?7-P91?5"!?1Q&-.2"J5UD0*B^K.*X<32UST>U&M1Q78 M>UGM-"RS,)<'TI$P*XSR5'#,!:E2QIV`HE]6.UHX^K@"E@?I39=M! M-_/+:H/2U#9O(JT6B2^3Y<,Z5Y0I9^,5"\=>1-K?/A`!E'06&LHQ]0YY\](5 MJEQ:4I%A75D[FLWM]Y!:!3A!5_9:%WNUY(B603O,O5,<,`>PP3:"]0*.(S_" M/;44_6@?VBS6N5WH-8Z,%R-V4>>XM9//DW$Q&W_H**WAL=\.%&AB!3*1R,B: M5P(:6^,-).WMNO9^5L?[G0,M@EX'_E-/XFNED^>T2"\'KKP<3UUZ#.(H["<40 M\=AH7&,N4P^(6P^^SW@H9,7/X,;$A\GB7S\OJDO:Q3SRUN>(V/;M``F.NQ2- MM"6<<2R$]*K&VQB5EE2N]5CY'V`\M,!.UJ,AGXCWQ,!G0;TV""H%M`80:B@H M;[0$Z[25H_6X]BL;*;UPU4^XP^JG-QA4R^!L4?08]O#QZ?%Q-/_VNBKIQB6W MBV:0W:HGJ]]NE!A9Y?'=D'X=S?%<;765F/Q#I5?[P@VZ_6"`TFKNK,"8"(]5 M-&4L8W'NIBHJX1&UD#I"]WE>N-F15O.H;NMO;SN^*U*AGP\'*`@CV%9)P+V! MRC+%Y!IM*Q1@B?4&VPE;R$71OI^0;X62`J6E@FSYXQ$%^(T#<*4 M,@%;>_W6/[K%'5-^*>;/CIG'R7*'0K3V_N`09(Y4]PR=5PHA!2FNH<"NMT)0 ME]"F=,_7)2GH51O__O2I4VW\[OU!:*TPY=)`I[$W0FDO:BB0H&EVY3!LD$MI MXWD4#.&8>*/[W26TWO6M$'%$#''MJ;2&"JPH;=8:RFS:C8EAF&`M'"UE]H_C]2@F`- M]EXACK6VAF'K)"8U]HR+M"B,GA-"7L-0:)&D+F)&F_C5Q:3S[&GGXN- M)%^_SZ)9MRBGDW&5&TJ/IM4MY(\/1;%)&;S1=*7K%;'A%[N;1><4T)A MYSC4'A&,O,""&X6$1];%=?HR$90O#&U(O\G#NTJ0R+G^]O)`;8I7=XSUM_\M MQO>K*-O%Y'ZV>O90]&1W'PW,.\>B\8\PY09ZZQ4!-C`@ M:E>30+BDVB!M((<02^:)P'7OJ%0JWUB^<^DZR/Y9"%V;'F07W98+_?W37LL8 MK>S%L]@O%NS.B(D36@>*#,=86T*=--XSKQVM^TPH3RLPT]GQ]_G4E5U#U(=: MO"_C5J06_*`:;'DZ:*4P<\0(4F4)$1`(T?3)89!98RGM.6@T[&X4.#)&"3]H16G`62M>H#]F9D3FIP=DA;:L2!>KV=OX439?9 MV#S-Y]%B>3<9_5.E?YD4^U,6'MDZ0,H4D(1YRI&$7@'L?6-B`][;19CCS(0V M^"B[!JF/H;Z2_%E>M5@4>Q)8'FH2'$=(6ZJXU#":6AQRI.O>6:?3TOUU9BFV MJ`(M(]//=O'M.4>5"N>`T;BO63!2:(8<5[&3"%#/+6C,8F-16K3]Z>%[0S<< M6\2X7TW:A.6@N;"O6=!600L-EU)XP[30"O.ZE_''C+.]MT/>3HUH#:MKU8SL M3,G\%*)_1=C,K58+?-#,V-TH\-@[9"C06'$7[2DCG&RL<`IH7K9F.V25':'3 M!_^^G!=Q;71?;U>EQYZKMQW4@'W-`F8&8$5TM*(ID,`#I4GC:B4LK6929\9F M)SK0(C[]+@<;5=A>?KDRF(]:%G8W#]'(\I)!(2AEP./X?]+LSUW/:I)*EB=!.A- M9G$_-AE--V+R=L3-Z7Q@??E;%[_58\6D\6[(X($6_U.X,P92RW1O#I_!\I* M**,A(E1)3)=3-G?[V1[%\*,=-[>*/HVE1)_F-:\#JPZB69!OO#Y1*&GG*M(R"9FKP29`IWD/^XI7[$_5OJ\]>0'L^[`& MT_NU:GE4U;_6OA&B620(L\0@KC$D'%$!:OR0-SY??V7/^M.:]K;#P$]-/A7' M[/RK/XH"GQT&8![B_N:O^6A<_%G.EZ/IWE/_[0\'&*TQ1^*F#WEIJ$)56HA: M2&=\9K4K+T!.V3*$0ST*]H@SPA6D7#.B8N<@;`"S$/15^6Q@QER+D`[U?,\Y MS80!0DA@/0#>*X/J7E(B2;Z65#ODG7+0EX;5M6I&=I9)?@IQ\9._HP]_][8+ MR#&I(0;8$DQC]PR"ONZG=GI(Y[]'4[;_[.\L@(88`J`%),A![1RQ2C(>?\3- M$LL2;U!?YO@W505:0Z^TVAJ+?2W MM44^FOXV+Y\^+>(KID^K2EGQF=C?R>PIVF/1P%L=RBP.F*O]"!`8(=+;N"E@ MP$@B`>**-&1RG[9*]14#>3'#-TMR>C&43NG#4:Z@Q#<&`A%CEG,L(X$FHJ%I M@PV#3N=K>.>F/-];;+T2\E-I-S'*;D_P@^KJV<[+CY65^S":?"A'XR^C;]'T MB7^?Q"5G\>>\^#2:C&_+Q7(QFHT7Y=WRRVA>[/5N)KXMFE68.B>H(YY[IAW6 MOC*K%-%5>@'16SJ$(XW.KLDL^T8T67%JN:S^8S3_MXB=O_]8S#]/;HN%*=\M M=X>BGOJ*`+U14EA&%?106`Z`XS5X.%KEF>U+>E>13F`\?M%;%+>_W)>??QT7 MD_5Z%W_X?IF+OPKOBOO1U$4(EM]V["NV/!6`A#I.M\)AR;4@&C'>2,VL22L+ M='IRYH$8_^MDJ M#/G3EXW]>!'6SEY\U72JGQ:36;&HUI:]B^RV1X/#"FD=30/*XIRB#>8.-FY, MV)_+?_]BFHYKV6K_AV`=,6^A]A)ZR[TQ3"C:=`@PGXG7MA5".\2EGQ.\?Y8O MQU8'0P&^?SA@+)RGC'+B(/!2Q!^;'@F2>!'G]-3[`S&%6@.R?]4XSK^SHTFU MAA$C`/+4$T6`IY+HNG?>HHPS!9U#U5[6ST;GVG0@&R,L)^K/7_J+V:2_+SZN5Z*\O48QO?G*W+(K9_G7_V/8!,P68!5888H`7<2\O-Q8WTU=@ M_]%'M>_G`)IA_I=YS=OD?C6 MH.F#?#-://AI^>78P;[U^0"=B',A,=(IY+"/W22XSBP`X\\]!6E>C/(V4+E` MT/"[XQ+;[VD5B(52`LT8H)9@0Y#3I.XCPR9MIWIZ1<"![3C:0_2"6G/07MS; MKHI4$L9:RC6GSA#/`$=U/S6TPXF/36/O.(TX"ZOKU8WL]A/YJ<39_LTXY97K M4+6J+D\EBOM:52W='PEZH%5`G%1522&0G#*#,5"(U6(KGF@I=+8K:(F"LBM\ M^ACA-[6XA^C?WR!H)`&'#"*!&(<*,HX;:X@ZE]FVH%WF6X6F#](_%M/XSOO? MBED4>+J*I'^,Z"^6\Y73Y%G\PZ4-3GI/L$)(@AVR6A-&'9&6F6:F]+2ONUX7 M59$N$>M#<]Z5L_NX_WVL#H6J.YD']A;;'@]("@6-)]6FV!O$HUGMFD1UEL$D M/1`GZ\'`-A4M0'D)!3EH*FYO$*CQ'@&++;6<^KA.+H@6) M"WQGUO^Y&)=M@M%_$)H?W1;JL7R:[4\BO[U)<-)S[Y3BT"L(F;":\,;Y*5EF MY5D':Q;*/J43=WCX]/DVK&K_K(F[EXZ=Y\5`M ME=69>[5SJH[:S?JA*H_+*NW.XO?9^V)9'\3[2,/FT4JQ<'=WQ>TR/G)S]]?H MZYYYJ9?O!^H]]%A8`8#55740256-NY,B+=ZJLPUK'I-%L5X M-0"V!3$]U]R(D-W&?UCAN4>O$MX6'$!&>(HL5<89)F6$O'%68II6E/3TBTB# MTK3N<>YW!EN;'3=WJZEW7&%SU.3UMEG`3E,I,,6L\GA5.R+<6"Y6XC1M.CUB M>5#:U"*@O9B"C^5\.?GORCE^<]>HNJD2F.RSX/8T"ZPZ+'%6"V;CQADS0;FO M>XD-2S.\3@\[&93:M`AH7\Z(58A6,8XFXN-DN9HHBZ*";[517BR>JEQ/A_3H MI/<$:Y`3\0]$M&8<>QJ-R!H'X5!:Y,'I1P^#4JPN$>[%(QT1N+DS$:I)Y719 M%6G[8_1U\OCTJ,OYO/Q2C9+1I_@O>XOEG?*:P(6&1@D"XQKOI0*0R^;@3M'$ MB_ORNO6L0X#[4+-G43\4%>15E.AH^32/HL:Y>)U[>%WH_G:C+OH"[M&WI/<% M)2337&"`(*[R&#,H&Z^S-S;M;!6"Z]:\/J!..(Q9^4]>11%M=R/L?#80[.,^ M@U#D)2YM0GD&Z]^[I@ZQ_N;YH(DV!#)F9'7O M!"L`<--Q#YQ+8_U*/=5M0IG`^M^Q(Z>-]CTM`C.&J6>X73#[,"I?2WO,1'%DR\"_WZLWV!L$Q0:UW3C%JG!=4>MW$,"-F$U>8*_?D MMH)E2A17W?OR;B5".7O3N5U178=;!BF!T)Y!;36#2EI&?7-RP2Q+S#]UI=[9 M;D#=T(G_^?4%SRCFO^M?OO[=<]M7L'[Y\N67*-PO<:OSZPK.9X_Q:+J1,F$5 ML;QX_>WBZ[*8C8MQ(T#*MY[B!KMX[;%6M__W-(E4O.1"?ZY'62Q'D^DN(3J^ M)]%$_]<*L&?F?/MP8$!B#*174E,N'!162VPEM9I0HP^[`3ONU8K>8WJTCERW M3D6#V!AM$?U_]JYLR6T$G&+:JLD4/924+L_7 M#Z"%2ML2)4$@Q?3T0T6YR@0$G'L`W`O_JKXP]$831`#'5'(0=7*RD9F!'EJ9J6Y<3+6+0D1R^=)/ MA?J+`!Q,$WTQ=;T1)-A#S0R/"AJ74F(HL%6&402186Z\X2<#\Z>W`M]Y$O@W MDR_%<7@&#U.A?O0$OMK,*U&A/EH7R!.O$!+,P(B.LG0#$[>:VI'%<=Q`.*D^VPS,VVA)KF/R7V1HZ#J7P2//HSTS=/DQ\G? M?5CESSK?5]9[-;^OF\=-Z/O:$K_0$#^X#$*T_;)T4S!(O/>.4,K>#@TD\5)JCLXS8Z^1Y M,+71E7@,<5#^.M`S,UO]VB0X`A@DEB@.@092.DW;V5EG1YRPX%IQG93^50C] M;CP8G;TU%O%?;0_%W]QXCYI)TWR/:LNW23-=_'.V_/)JOD6U>OY7&S.ATVJZ MILN`&%>:8:TTIMX)%&?I=Q,62HTL'<+U[JS_/D(A*GIJMY%,UR\?'+9/G/>O4P33;EW7(3S#Q[2B"FK"$GW'@N[S!` M3C7AGAC`4@`&Q%*K5A0"CR0/8S%K9%"T!E5(JL6[R6QZCAZR^3(80?@ZX(92 MP:6.`'JPFPMQ.$_]*%\RLK3DKX-AZ-#N=K3OJ_O5?'IN#/?/S8+%4%+O,1=` M,F415/X9<76>A5G<[;>XL`MB,LRA,$T)'F>?5LMJZB9-"C%9M+$E'U:?%K/I M;-)TQ_*?WTD@W"%JXS_`02,Q-<;`%@%"\RZ@BKL$][#Y]X30,.&P]U73K$^M MS2/'8<6H@R!G]A`DLX;$54&!U5)2!C@WN[D[)?)>?(K[_19G1S_P#$&--JOP M.F_.\\$FI\)-(O*'A_I;BL'MX,19)<6_? MXB3I$:,;6A\;XSH"U523166KS;\O-SH.]Q.0YLYR)];GK-(\HB#VFRG,TSB+ MNP,/96L4`>F&9+F<%L%8X:.]#12/"T&::/GS5N,RTJ(L`A1/JC`4`2Z$8PA1 M?XCZS^Q^=C=9/V7//U>OYD<&_VKQ/M*UGD\^/7Q_%_?`M1OV-@O-IDF4SG3[ M=9?G<#^_&"3R5"O)*>+>BVB;:\]:;!7-VVN*YU4H3K5QP'G#76E7=.WM_!FN MVPCMRW>LKMZ"%@AAI"0Q."Y>BGP"98L)(KGEMXMG4!AJ.RN(U=CXH^[NFE75 M=;F6T5O@*D+.H4/2.HT%1("3'2;0CB;GPDWYDX=5SPY5OUB(S^+$NH.0ROA< M;?ZHJVAR5.^:^FF67F]]W?PPQ/Z'<<.??A\)-$^)?[8A87\T\00[PJLAQO/L MV+6S^\B.*MI]B^VCU#\^^&J:BK@DO\-57,/?M\\):C[]^84A0MF&U[5NBN]6 M37)C'60F?07R_9F,FWU6L!1=N:N)NIH\O/WT,/N\*<)YPY_>!!L>_KN\X,+# MWMB_#&46%;4H\BHY+"<'MSB*/T]X.U[62:!(:XJ@@P"P5!`H[9J<*\@554J8 MDZ&XY2;6Y2%Y?@>KO;U(&KI0-KOW?IWPPS^\D(.XDH<)*`@BU!'$CP0XVH\'H_#+[8,0O M]69Z0F\(G?_'P6\'?D;=H:.M@B,PY7T2B`&':;K&(6PWQ[2"Q^O+V8<@.[E2 M`KC?DR2C<_0<.3>N=NO;O]XDU?!X]3[6LNQJVJ3<;7KB>&RC@*AE'(NJ688 M0(:I0F:O&1&6]TC5RZUW).^HZ,7/-5V%AAU7C%OB>>0.P84WNL4%F5>>?3B M$CHV6N5B."Y6S9[*[59M9P$;!ZRP*N[;Q%)((!:M:8`(S].Y>W$E'1VK,C$< M$:L^?JF::G*_/&BI9?<5A(7(2ZF3LQP&6HE4BV^+!X`@3Z_JQ?-T7)S*AG!$ ME+J>2(&(E/=)2HBH0W%&'1=]+@1N"-(<`NKA:N,-3*:"JHA*2]$^&:Y.D_O7BCWIPQV:C=EBL? MO\R:?*JTK0/&"J?+<@68(0YPZ5B[NV*3F\^V%Z?2FU,E%[7;,B79B+2:H,AT$[)N&9V M,]?R=-[$@>J$C8`O5P%W,\I.:KZ$N^&"Z! M4Q^!"F>[.Y_]X0OW?28:HKCT(+7*8881-Y`0((DA*&[N\F2*H]'Y/DL?J2H9 MQHA@!N(<5#2=MQ/24KXTW^>SY9/G^WP96J/U?7Z?HCE/N#:WWP0@K9,,4>BB MBHO2ON;E;M+NQ'?5F._!5<,YQ9!%3\<#Q4$%& M*=W-02A&Q^MXG"&'0Y*\"H>7*=/1^0D/*\KA1;@M]WY2B#]\%[A65$.LI5#( M<@@8@F(W#V,5\Q]"CN\F38JQ_E@_LU-4TZ29)]7AA'9T1NN@XRSC[`C6 MWGBXKMNI=W..-,Z+R;]YV6CRVX+#"T->E\W'U)?^@4^!DM@Y=1%[:*4F$9_JKOEQ_IMHYXFLX>D%_NZ^='S\905<6E? MP7#J-19>:8Z`!Y1(WN+!XW\.Q)U1V10]@S@Z4IW,'Y#16[":88KCBA*,`,V= M1JY%/VVP([8^^I/_-4R["M=_@1CSRTUF(/)37,,M`J#Q3FY<_MSX(:D!^%H9UB/J=I8!K%<]0Z):##J9`68+AEJ',CJ50XD+![0&R(S5\U MU>3M_?MJ\N`6*1?M;@OLV/2/-0D<:6LAML)+@9CS#*KVSD_!L5R@#,"'PDAE M+/WW5<)@M_4D)AY9Z+]^&`B77*I(4@`T(I&@"K8ORXKA/#&.P0LX9UE?C4^& M\-ZLTI0W>?C2S=[[:EY]FSR\_?I#\N2?!-G=*$"A(([J"#9&$BD!](;M!DTI MSPL.&4-VAARA%L4J0\!;?6"Y,6\[#^)#GP:OHM$*L:`B>6_$'4.S_46[UGGO M$F-(BY`CS`((Y8OP+)WYL/IGO-86:XJ\Q(0+S"'SNR%"G5D:?@S)":X0XE40 M#:$N;6Z0YM.X8RSCJ7ZRYLS![X-6G'B9@N$%IX+$J0#8W@%0EI>`:0S)!7(5 MI1(P92SB=)S/-B]=;^KE[*[J7,9'O@Z`4&(D%PSY>&HP$P?7&NI`V#PS:`R! M_SD+N0Q(6?X`CX]5DVIJJ,]-M:FIT27-H]\'`[!4DEH2;7"@"4&8= MQAC"\W.C<$K@E+,\Z[@9['2T77J:8XOST+=!*,]`-*]`2I_E.(%D[[)N*,M3 ME$81/9^U-@M@5,"<4?%WIUVR/-X@2"&1]\@"9T'\MU.$M--&,K->\2ABW$O8 M,=E`#?/HM%B^O?]0-4_Q5.C.TO3\P\`T=$0R`A4&"CC)O&AG`KC*W(Y?\K72 M50!E+."DC]TMJ^DF7=B)C?CPQP$B@6@\)ICR).XR2@O?7IIPQO.4I%'$EN]4Y#:W$;+N)`9K@,?*G72`4@>AG) M`?HJ&!H1B,JE+XS#:Q`BB*G.626T3$ MO]"E&#A#F`?[X>[.H(_QMT_Z-W8U"UCXJ$%1ZS"71%E-J8.[67H`S'B=9\L( M[R@CBF'UNS)C>$:<<'$='R&&)\*N>G@JHGRR/-CI1L%`;"ACW-/D"(R-P[J% MC0J7:#GCX-A&'"H`.=`$8J90=2V(,6C="!_ MM1MJ!%=",KR0WTP>S]GI#S<)$GOO4^1IU+8I`DY"KG>S8X2S,9__^:+JE/K5 MZ/QN'!CA27][T1>X:)S/ZF9]Y9+*D7R+/_\]I?)>5E5WO/WIAL$Q[```2DLF MI3/6$\!V@W<2Y,44]'AL7RN#ND=TKA9M_&NNYE,$$+I`KK^T"@PQJQ5C`&&- ME)-&H7;83)@\EYC>`D5Z%.JUT!21Z(6BW`X4(*0=XIQBQ8"LCOPJ78SII(H;SA'EFJTBEC&,.[@1K(\H+8>WE;'T)^ MF;!<+;\W]=/Z=S>[>\HZ?MF9V=$^&&6`-=I!&DTXKZ%`"NROGC.KU/>6XJ+' M7;8<2%?+^W7LXKI(UD?:!HL!\LJH%)H`!83*[I\8K"1Y*[GX8_L` MCG-L$C8%'Q2V!QL' M-L^:+1[YTP@6?\39_UDO%OK[?U;3SY&8[ZN'S3R^S+YFO':> M[C!P%>T^1C#0%"")&")T;Q#"S#B3GE(3#?4.6ARV(0AU8*0GK\6.M@F>*1.! MU#YN6$(B0ZEL7PP`4FK,=Z/]"K3N%\+?CRHCO$)](0P9GAE^,FO^:_*PJK:# M/JE?'FX0J`+4`4\`EMQAISD@JCUO)1O9)6P!"=4]P/(2'\T=5Q(;CH`BF%K$ M+,`M8)Q3F"7XWBYJRPN^#A*O6\\]QN(])GTK>`B$&P1`6C6%#(F.A1IHAOS>* M*<1HO'KA=8(Z(?6KT/F=Y#\Z96\,8K_ZILC/_JZFZ4A)/]QY/W3@R^`81*D8 M$T&.>4",!*+=VKQ1(\O">"W&=4DP!KG:O:BL'V'6(48Y2`PFR8OJO2&/4L4TI(13T#,+M6H?#R44>KS':88<.@J_Y>'P M,F4ZNB-R6%$.+\*\&GY4:2J(@@!$,Q!Y&!%H;75,7-[%^"`U_,Z60&<-O\OF M/\Q=Q5W]6'U(J1+7(7,)\@1O]]'9T2I$\QXQZ84!TEEFM,6J52JLY7GOGY>_ ME]WL,"V'S0WE?]*4Z6P7N!34$_+ MC=$=Y>.CQ-6V[YMZ7N\R96^&LDT`UVD'GV@5!-&*8$L@\%!K9+0G>TW'Z9&= M[H5$4/>%S_!1'WYR5ZG'>C5?=BSN8TV"1P9'15=C@J"A%"AF6O\N0O5@MU@Y M?C)_%LX4D`W+\$)_/5FNFMGRNXWKX&RQ/V\4.+(X3HC'N7&1-AHJVHL_2LA( M],_?U=;[X/1=5)E3/M#/YU.AJY-@G?.1]@9+8#`0'`C@VQ<_ M@/-*=@[D_%R:&@6!&L8Y]NLV1];;^^=Y?+HN;(XT"=0@XHDQP"$;MT/+K?=[ M`%6>8C"0;_3U-"@$2X::]ZZI'F>KQ[?S-*5V&$>TN\,?!P8TPUYC@RG$W@DG M]S'I'.P3B8W1G3E?=L4`R9#:CW-8__A:I;357;.NB!#;+K[4#\?2[)[=/@AD M"&,((FNI@1`PKT0[%96Y/0_DVGR=;/O"*&>1MJ?`V_OM;:&:_K5:;!/$?:J3 M2UT$.65*VY\@QQ9Q5F=!>@J(EI0;IR*9/1-F?_PXEK?(BR?&[V61#P'84,X( M*1OBF6?UH<^#L@1CRK&SVA(OH[XJVZV-D;$DR>_KG"X`R?`Z_#_FD\>Z6<[^ MMYJF')L7&>\'V@:J(WVAU\`*A;073/OVA4)!E!>N6#RS_C`:^_7X#,6'M;-E M-=TG%O55E7*+KN>S6*PF\[LJI3`^E;WG['X"(Y(XB16$Q'+'<$2XW0"AR0T\ M+YZQOT^B]`76^:195'?_\;E^BJ`\Q8-I0YG-GW\FR^;_/O/23Y4B4E37T?N^ M$RV"5@IJ(#W!$2@;520L:.NY;S*=DLOG^2]-@+*P#+$_J+N[U>-J3=5U`=14 M);>IOJ3'CZ3;I&OJ%*-A-A^E7&?_1]ZU-K>-*]F_A/?C(Y[WIFHGSB:9.W4_ MH30*[>BN1\I2\DRROWY!V:3D6`\2(D%*4Y6*$TL`T:OUN^ M+S;U#0X?`36S]5?_N/JK"O`NUN[^OIAOXE?N[C_/OI^85[(\/UBC/.42*26M M5))'.SVNT]I#I:ML;(F7(Z[&"SE%D//>^*R%J+;KS;M9G#:&SK0-A$I+("%Q MNT:-082C7=`'LBRQ*OL5^2_[!2@'(3Z4JWE1?-ER^="=-+]8QG4Y[O35/'X0 M=7.R+D9";R%B((DB0AI-N((,1>";'0,&B0OCU7@[AXM2CPW?U/:4R>781Z M59:KOZJQS[[%3T[6[N[237P/*'!04N4ETO$=<,`V\410FC2//)R\)S8#5A5=N\,4[M`Z8:><5UMQ1!ZA&&NY.^`7"B:O_Y#VKPT$TUA+P8KT\ M;=:;V?)+''_'N?]-^P`(BYMJPQ6QPCE!C`/-&0.T,FT.0%?C2QT"I+'(L7]( M:)_*./"C%7%3N@D61U@5YA8"1C44'L/=:311:6YW-'FO:P:LQF+,QZ)",H[Z M4IOR>$=!153CBFRYFJ.3YUK.\X3W8;8XM:[L?RTP MQ[@F""CF?!RUAUXU4FC$TO*)H:MQ2EZ`Q9Y&>RL7>J(NYE!U/S\\7W:*3_NP MBK@6FT6YO?:BBV7L;#/"$_NK`'HDK*Y^_/9`[/`8#I2E/1I8E]9=8,I;922% M<814<0((591:#;A7FN.S/K\AA#U6_C.UJ\!HW);3*!%3!B)M.'"F%K*JB)ZV MN>T\NQRL#9I'>ZNL",ZF6U4T*K+X\B+EA\?94O^H_E;K=;$QT4)_6)6+8GTV M[6[K7@+RE5H4@3J^$<`S3J*Z7H#CU.7*BMCJNOGP['ASYC(4D%G._3W'[_JF85S6HF6R=F5B>W1XTM!H` MEER1SQW4?>CK@5`B%78.$@D8C+M\'C%ZD]9((WFN:@RCJ?A"0+*HMU.Z1L^QMHQ*K)`W M7$ML6;,I`TPDNBQOQ.1/A2F;FCOE_5,"@KC61`0PTR'*JXP3%#%(-8JX:-_8@Y+0Q,BE MH9;5)`W\G,OQ`OFSZ#$I)R>,"XS#!'CK/8<:*^AX+0?$B<4&!K.`>]'C!?+G MV=?\O+'?LP[6!S[M[$YMT5\PDMMH:(((I9=,"BMDXS)@B*?=8QBHB-D$'*O] M0SH6U!>`^091L!#X0&A4C54EDJEI?<< M,(2P3UWV"DV6D[&]0;Z&XNSFX%S3X`5CRDN*,-;&(BD5:MR0Q"=&JP\8+]@7 M$08"*`<=?HUX%U^V22?7^\._N__UDUMNJGREW4B2UF&PE"I$+)?.(:P$@]`V M$Q^BB54\!@Q"[)LZ66#+02B_*HO%P_*"::9E#T%K(+CU\04R'IFXSEG#=VNE M3\L6/^"=Z;XI,PQ."3;%\4WU>=.B5=M`$$-"&4\E\]!""25ICJ7B)ETFJ7K` MR]%]6AA#(-1^(JCS2&U3G)4_GN>!E__\/`6\_#H8=4#9NP^#X]XS(H4QT@%A MB#6L\:PX9=.B*`:\R-R7-I,AR!(B\[V8/U4I&.[N[Q?SHCP?(G.P05".,"6P M89:"*L&]D1;6DED/TU[5`2\M]STK]P)+PB1\V*E92;2MB[SX_:G"=#^GJ5HN MX\ZE2@<55Y!MB/V1.;J/KD,$#0CKK2#0VLJ%2C%N+!5$TGC1^X8_?T1X?FQ3 MR+7W_,^KS>SQ9:!WOS\N'F9[(SS&H+;M@P41.T>@5MN*X,Y*+IH=$A-I1EWO MOH01+@X,`V"*!ZG.QO!ZZMRS0C]_G6U^*\K"EZO_.W:7I&,O07,H/0#:"^6H MB?A%PC=BB:E$:F7GQ;`P)K#C[8+ZKV)=I4__5)1_QO7PW\6L/':1JE7;P!V, M-([6$P+`(F52"3!KH.MB88B`-@$0"5$D(M**"&3FA!6FY:_HO-3+6%F!K1'R-:Q MEX`H@L)9XY11BGLLE7YVGT9K@^G4B,/K]TT/B^,X&XI]U]AOB\W7/8OTS4NQ MCM/R]WFQ7M_=-U.Q-%*:R37Q*AZR)SZQ,C= MZW?%]XE:+XKVLT7YK]GC4W5F^$S)-_-Y:P*TZ"L89X710D(#,$`,1J.5U2(Z MZ!,GF%OTS/>/9B^$^656_D]1UZY[&=]N0FO-E=/=!,FA1QI(`:&H4H8`IE`M M&)8N+=*S_UHG$Z!)KT".8V[M,?TDDSKV$`SU!#NKN"#Q7Q)XBYKIU$F5N/&[ M#4__,!CV,L/$)S_]\6UK,_VZCOO3V>-\6W1N^;`;E_O^;;M'K6ON?BPV3^7R MKNLL=/FC@C=<8(>A%-)9)('6P-4`"9J8&;?_BBL3F*FR@STP&[>NO&H97LQ? MOE]5(HJ[W_?%]XV/,,X>J_/TP:G:RS@"YPP9IK0WS$$8S<^X%Z^AC=BFG1/T M7TAFTCP>0Q.]D/SSK'PH-LUKJ!ZW^GW>M;X>>VN^MN\R".T]`LPA%']J:K'" MC==_5I`1U'$,O]^*QL^$\@`Y-3H])Q3Z&C`XJ5=!J*,DU`SB)QR$F"&`&^.3#A."VON MO_S.Y&EV`:C3I-QS'JI>*??<97!(:<$A$R#.\9XXP)VHT;&0IOG?^J_JWQ]6/HCA\];"U?^!T-T%K9R7@D%"&C-36\=WR#*E)K&EZW;[[ M#$#V%R)H9IOYUU^_[?_ZQ?12YUC2J:N@I26,`^V`U@A!B;VT372$2+SJA6[& M`3\DF'W.)^5A_OY2#??NOL4%]!YZCB^+8)KZB#;BTCM+N6PB;0R5:4%^Z!:= MX$-CV]]$M!W+OYE/(W:[&/WS>_'3[0.T&#K.L'#.,%9=MW/-!,Q48I@QOBDW=:\(CLB< M>@JM(*J`6RUGY8_]+YTMSGQ9QP$JP@&!&"/))&!"4MY$CR%CTYP\^*;3MZB]W:A\@<-$TM88K!*1' M2'-N0%6VQ1*EL3U+\F%D_S3_6GQY>BS>9'%Y?)U)_%AIYJ1^`L`&<<8QH!@# M1XB@!-=8*(T2H[4[O^\'ZS(/I-55/KQF4ZW"W*V2E)Y0[3;"F&FLMF:ME`$+AZ5;G M2-##B0)<:3A2V+)7/5X@_SA! M.6/44H-$`P:94)'>U&!+A(8U+E4QWDR\F*")E0//L7B67AY+6BX!D=PC5T68 M>.5%L]M1"MU<(;76^FQ=)RL-P=MCRN0,P&LAR&@>WN=!OAKWY46;A!2"*4^$ M(3JN[I@H*VII$:+9]@F7)NQOK;6N19NZ`91PNCU\_13/B*/.*&*D%M'R\E(U M(CB<>GX]?1T/A=`XBT'7VXG5Y%D=67V<;4[YC?M]4*!*1L4X;.+L:SFM4A*H M9KM`2-J5AHSS29\NYE&AO0Z2=KY#G>O1@5G,*&<2,2PIQ%9[T1@64KG$.-6_ M*Y%[!?LZJ%V]LZ]CG]XMYV4Q6P\[&Q]_;(@K'%,0Q>TX5<0IXZV5S2H7?Y%V MRO]WI71O0(^2S<+,UE_U+#:<5RGJJC7FW7)3Q(W6QI3%ET75\(CAD/7Y03"A MG:9*$`@@PPH*OW,_,C#YRJ!]<';*B$^$O&:U_+,HJYU<9M:^?G!@2+L('[(( M2HT0=L2"G;><<[Z1D]:W#?4GB6%]9:0`1"TD`F?>0VKK&@UJ5=J1PE/*NU5B\* MS^J&UXV$9RFG$(,($*N%(-9&*Q/40A/`32:2#'AVV%JM1\.SNF$TS5`>;(TQ MA'@"%#<&&ZF4;F0@[BK"LUKKX41,3QH.UZG3R9W.Y57EU81G&0.,<=5%-LB$ ML*I*S?8B!Y`F,<%=CK">UAHX'9[52?[IAF=Y+@5&3$&/*%/."TQE+0=4+FTI MS1*>E:S'"^3_^X1G*8F1EKRJIQT-#RR]A0V_L<@6MC=!$RL'GM<7=&,E4=0:!;3ES5S")4],0_HW9&QO&`]\T/]FX/D" M5%(?'9"2B!&F#/&&1%L#"M%X0H$":94'1HZGZDK2B8(](;;V'9F2_.Q`+136 M,(0@V?[D7C2;,>Y4FC=KY%BJ*?'U$K3'B$\Q7RM'\OK=\HV0ZZK-8UV[RZ_* M8UV];,Q28E,.OH0[YV6K/$_')8CM#M:].Q6ODG<`@2/DN0%0,F4)L))*X3A7 MD&L').5G;^A-`]!C@2_Y'AX$MUA#!S6EW@+)(YJT!I)HE[8.]Q0M,U5.K2:N MICG-ZJ:$ZSNC8!I! M1B64%'CI(&"(R%H^JKR_M=.LUOIL?5B1AN#M,>5&3K/R$^2V3K.HI32BATF5 MSTLCX*J*7"_2M-;U-*L;0),\S3*:8&.M`7$%UE0X#:RI15#*3MYS MFZKCH1`:9S%X-L`.V%\?5X^/?E7^-2M;I,3OV&%`0#@/O'/>*LR-U1:!QGR3 M(LU!-4C:\@EOZ;+J8!QVOA&@$Q7?M`Y.:H\0(/$GTXX9%]_O!F(#)[\N]:O8 MLSRZ%,!Q2/.I*/]_(D?V&04!#``%":F>5$L8Z#)M=@DB,MLAX+)B9)!=@-^KJL_XP M6W2S@?8;5EO'EQ\=B7L1?KK<__VQ37"JQXV",U\0I"(C7`L7IERC] MC)0'0B3FE\V8CR`SRP;$=AP6[LIGO2\V_X@Z^*\HH'TJ/J_,4UF=VE:[E&[' M$^VZ#,0H0I76*&YQK1>"$BEK=+!C::M@[V5>)\.\05`=R7>P7RE)_ZA^]6%6 M;A;SQ;=95[*=Z2L0X.,K&.57@`I"B+^'EQO%WK0+WAAQ*JJG4J M[ITA])P2BPSW#<`"ZC2W:._E9S,S]$JTT0O=W?U]',S=?0WD+ESQ;MD#A=.Z M#]Y`IBA!W'H,C/71_*4U$%*DI@[OO:+M)'B9!>)QUN,(5+%X6$8SM2R6\Q_Q MI=K*6,7`OAQ[7.:N3^@_OJ,&8$&\EX(IPR$QNGE'D<2)X5&WZ]$?'N-QCS$/ M'K%=>I1YKM/`C>'**&"Y%0!ZK*4G-4)^,GGWK_XXLV<]C#2+'A*BVSQYJ(=` MB%4]>VW#:.;7\)]\LCKC.I2CJICKM.G2>48C.V9FPQAY8S MG?[Z`THFI<2V2$$D2&FZ4C/5G28A8.U%8-^P-]SY.VE:*>8)@I\9J300EK/P MX[F';_?ECX,)@+W'"$@`HC`56@%%A,46H-;1!"E);#A_T5P:!LJYV@BIA]X1 M`X>H'&MA&<;$L?BU:4=5J['2U%Y7$SB+V^'96@H99#);-C^'$Q]K5WUMQC\O+N&V,,285.[XQ4`4%,)9X`3C0%B" MK6UU+J]DVHWCC*;06;!Z6"',EN"C\7@/*:^\X9`;"V@\48%4H@TC$&C2KN=E MM+;F3]=4K"=BY4-=M^1QEW,4];-M29//=T6Q3M-[^XT9,+!&$!8-%+^I-XVL M:8\E)E3:78O!\U[/5]4=10P)4>Q/5?%ML;QIH*L7_$9`^I4G`Q#"4HR!DDXS M#"WQ1#73TP+,OHWLX&(HA\0KXSWBU[^95ZY=OE\NOBSOH\B*Q]_*U?7&X7!H M!QID_&`,0`X:8)#2*"+(]2Z(:026]Z`U'PY>,`< M.AT/!$29-5@H%H^'-O%#^32S.:?&-C->G@SQ+!6U(16TX`7#R$M(%41>8XZ8 M;$-26/FTGG,9+R2-3;FQ$9TH,O-4%^G[O%ZLGYXS(8^+O[QX/5#N-?4LVN0* MDKC?*TU;`\A`VUG6+L^5H[-5\$]&?(]G^2I-1HNY7-4W6#Y^W6OWNK6=:]]. MQ*N\7M86]B9K=R^+]ZTQ7_1&_7F5%]4:56")@*'0,N.L?9K6J-A!(+!C3A++(9)2.=9@X0"=M-CC2%(]J37J<7@M_BZ[>*@`&.#> M0$(,-O4=*4Q!D_,:P8RF=UJ<=E8M5WO399`*BL?A.8V&=$I=/"@$QC"NB<9/ MG2.O/$#-^BP'X-(J*/:69^\">6D(7AY3\C-DE`J*^0DRF6]I.\F?YGUZ!46O M!(U:OK(\6K#U%5T%=;-:(4E:#NX$%11[2^W8"HK'`92##AU%`8]D2,)H0*E#% M)$3(1/BQ0TY9Q'9:(8-IOL&)&XBEFE\C@S<-E88HCD#\J_L.)<:CRN(=!]HTY!BF+!Z&RF``F)=$>*DI@QPW*]52I_F%,YY"V>AQ M`FK3\,/]^6US?_W$BV=O#Q/B>J%4E`N-2?PGH*DD#0J>\-F75,S&G<$PG"S> M6:V7?VW<^A^_OIX`>FS0LW/`0!DE1F,(N/($1KNAOL_>[,&8I`7;,T8^L[%K M!#3GP+.]]/D3R+4W2H@KQA`J(+'&B$"ED6_=');!M/2UC&47)V)4.H1S,L`& M,+R"]8HY#X$EC#DA.02H/?;KB\-)!,I8/3$;@0;!;XJ0>%,1Z..JB`NXCO]E M<5M\*J,$?JH15-S\LUC>7>TFQ>JD)XE@3 M+1P#7GDG'&^QP#[MEO\DL?K>4CTI5G\<7G_'Z@^&FC3P'@DC#')(6A`M'JX: M,!'-1KX18_6]Z3)(K/XX/,\O`NN)B>L1/.H'2D+,#*&P69]G1EU:K+ZW/'N' M8M,0O#RF7$BL/C]!+BM6KPF7W%E*F.<8$\2(=LUJ%0*Y,A5/#KOVEMJQL?KC M`$JX@SA^MT,&"9;,,"LC0@:X^+WX9@D"PMG71$N5\5@(37K-YNINL?Z?Y?V] M+IXMV^*FIUE;^ZS>K7Z+RK:/^^KB_G^+177*+>IQ9A),5!09U1AP+3QT6G&I M=[(0N53B0%0P,%SIUV"'*$$*ZK!V,'4*M7 M0#3_DD#SX$F/FT*#"6$^=!P@)MA_V$"\XY+J.I.00DXM0WJG`C,W^YR%DBW,A_X1" MFR3P]9RBTB"P^+%I;58O^>"]S\W?7MU5Y=/M'0((77XH2=7N7,^Y5M!HR.MK M68P`26KC#(+N+A:7%$HR'E,$!3%DH[# M:X104L_61OK'WK^8N-G=EM6R>"LB=/08P4LCD>"0(D$$8/B']LL2SDRPX#/B*)+ M(<=).%X,3683[3E/=HSHY-_4IG_<]G1^UC(37?YOCA08(`Y;ZZ/N3Q"SPO"X MLN8TEWHFEUY&%5ROD,!0"$X5+9X@?\4R:(S!0$JF)4)`VQ9_)DRNT-*,-)>< M>)Y?5@+1Q`'#L1'(81RW"7%;^ MBE'81"7`<@0]4U8@RW"S6HH3>W1-D+_26VK'YJ\B"M:U,SGZV(T9#Y):GNVKQ8SI!W=3CJZC_E<'1['C`HJK%% MG`I$))1","U<@XSS=O8UVR=D61J$;+I^,2,'J-&*1$P'$/&*0<$<4T->WG9VDBP3(6')B8 M8`D8SI5?R^\#[V#UB,%[IZP&%EAB3?S^'$"M2Y5RGE;P+6/Y@:GY=3R&,^17 MO8I=8M#C531VBL77]9$-O--^(F"F2-U9@===#XA7`N/6:L(6FB0&9JQ?,"$# MAP)UBMRNM@O"/Y=%%2=P]V._'8):M_\]+7GK52=)OBX.;WA:,K:1(,!`2)#U M@ECBG0;2;JN;.FL-[:XK,P]`W\H,R_?C@5/.C!%>1F,G;O!<`N.W0!JKG6R@Q@T.U@,]W_CST()^BTL M^5),JO&@SY)L]W*FG/V9G^,R;%B/RZ[*X^5A75GA8KF[OZX#4CJKSP5)&7Q M#XZ0$.NUC/@(NH-F;AEBPXGX="P2OM5_E)%3JXW:6O]LW#,^E-7Z=G%;Z,7U MO^/&45P_51',XO"7>^PPP4%%+#'<0L>!C>>4QSLE%\FT;.;1LK2&_8Y'!BN! M!7]\WLWI\SJN,<[I?<3\WA9?UCTI<-08`2K&-(/,:>PXL@0Z3YHE$93XD8^6 M136L_,=$*L>6_GNQN'>/]<3?K;X7C^MZ'9T[_-LO!2R8(]+6JX2<`J#-3B'! MA*1EU(V6SS3\AC\8-'F%?UB?._A\<*)N.^0EAIP1*;5APC3KHLBE??[\'$6> MCDH.:7^^BR?355$][)C9+?*W7PH`QIU,>R7B>H@&WE'0GF0,@+0K<>)\Y#X8 M-"EFV2$7PF,\=Z(RLJA^)->)ZAPK``8<8-)S4C=^IDH#1W:HN;1+K\=K]N?N M\,TE@!P<.[J:4(_1`E.$$"HY!IQ"B#Q'NOTZ`9ACMY$,(CV%/"?A>K$TFHV3 M^#+8,X`3>54W]:LZO,;[#P6J6;2EF?5><1EGY!QK52XHP$SI5F,@WN!KFX/RBV7YX*O,Z/@I03@CECWFAGVLP\JF1:[M#@SMW'I3> MKX\%!JU1R$H`E55&"BR1W9T7:B9NV]SB.Q&F!/F]6]T\11.DZ^O[];$`/"24 M8Z\,X9;%@Q^K-C1,H M")0BZ#V'#@E+!#2,,=BZ#LQ<'*CYI3H48@D";KH*/)2K[DR&UQ\.WDA`13R[ MM65:4(&A`VW>(75IF^W@3M+<8AT$K"P92_U260X]'J@U0!N"G>!1&3#8.]AN M1(*!-'5I<']I3@H,"%=BGM(VZ\+]W]-R_:,[I^7`&X%(0[R@6#)(H*N;[IB6 MLS`>.DG2E>CT"1!!2`Z$4+.H7Q!F&<3/ANG9'FK#/WK4U(&:YMP-U6ZRNZ]6G;PN'A@C0 M.(*X0EXX%Y51820WS>IKVJ((P8 M<74.$6C6#DBVKGL]Z#/C@DGC@KY'N&QEWK;!A.M%55Q5Q>HFSOOIX5O]"X]_ M/!8W5Z4MUD45C::BKF#G5C0.HNA4C3.AXEH=+3'@7/9:I-UJ\=IN):#KG^@)-N]?QFA M7S2DP$CAO`4BVGP:HOB_9DD>XUP-D69V=R0E_O1,J(,#0`K" MH+<(:@4H\LV4-!-R/L?\:&"7PV"3HBW'@^NZ6F[<2[9ZNFU\4`?E=_BEH)1# M=>=AAR2%*FHMZ#EW,DY:.I]VHR);*'5H@0X*UC3^[S_NU\N'B,4NR]F4C^N- M<_+W^-='>?,ZQ@K,:ARU7&<%@HJAJ#M#VD+LQ4RNX^3Q:XV-WA3.[6WR9A,? MV/GEU2M^[,??B^OR=K7\J\X+:K(^OU7%7?T;WXMMKM#E.[N]8A(+`)B&&B!N M=;W50&2=H)+:[BOSE^3L]EAZ9>,&3`A1@"&/C&FP,!KF:L(P@+.[MU1/]&;+CV: MN@^-YS2Z3W>-T3??"[#G%`0OCRFS M\6J<&T'R$^-9`=Y.\J=Y=U\`ZG@U2.H`PTI&&*$F&D>[0C>KY8YFHTFJ<72T MU'Z]\C,L0*GYY:]:-IM)=2>==[T;M*W]/<)X&0]CYV&T$%VS!)^J9(Q6WW8X M&8^%T#2'@7HHGU;K7@:L^A+7N[A>'W5P)(P?O,-$0XH8YD99:A`SN,$-`#R3 M>&H>*VH*1$^X1/QB!@]EM5[^M?&2?/SZ6[%6U^NG17U__1\1V_?EXZ,NOI95 M<;7X\]!F=-K(`7#EB9#<2(LL,8XPUGZ(`NJ9Y*].)/)7+BSGPSK'IO?6JNIY M[Z],W?SK:5OHT$>9J(_F79\N#M-5=PLUX<( M/K]&5K6/E7Q M_[<)<:=LT0/]:,'O\A[<"S$T/^_/3PL*A^?/S:^KGW"F6I M^_O-?OJ^^%[2V4_E0+&HIWWQ<_5Z7DJO##'KQN'S\8U5^ M>8S"J'U#[U;?GM:U=WYUO;Q?+I[1ZW1Q#_Q+`1(%&2.."J48UA0;XK:7L900 M6G3ZX.:,9Y>K?,!?"5I$\TMK`@V1_T_>E76Y;2/K?W0O]N41ZXS/21R/VSGS MR*.1:5LW:K&'DIST_/H+JD7VHH42!$)4SU.<%D&ROJ\(%*H*58AP0#S'+8YA M7<^UPSSJ2+^:[E1CP7VT#OD.$OW8_?/OL[(.+_SC<3//]7C@3[M!H:@/,[XB M`E!D);>*8]'"!1'(E9Q]ELO]*NIR2&53PIMC"]R][1:V32_?71%Z?:UGW:=@ M0``;+`NMM!=:8TM*W MEWF<46?M>FY6$&:153:`8I#'5@.P[8[=?,E0C_[(YA54*S&FX]*RN]5L/O][ M.3]OV>R]6P$LMUARK"#%P6)1MJD`O,6$$SNR]7)(TJ/U*Q;,D2E8-?_Z,L4^ MC9Z]N6FA'!(8$BQ]F.RUE!:09X<.4+F*]=ZTNEV&:7P2V,O8^*=UV.E,EN7R M;C(OFZ,,=^5J]>2%71Z=^H]GB"5Y1"&HU@A0+Y'52EH%(;$M((C#N'3"C!'K MP=;.*R-]+4_7/V>K'SM;J.7K/=3K#==&O"]UP.9;62\_EL>,NX&>&&82)27P M%B$>>(:(<$5:;`$C<5EN&$#];=T\ MYK?Z]\73O]1TNKY?SR>KCOU7K;D^EYN?/M75_Y73?=<<3P084)I_EK/O/\(; MJ9]E/?G^Y()1\\V'U!S%"^.^3.KOX6]O?M"/F[]L*_D^QB4R[%UHC[9$^WQ& M2[1E;T^T`^MPQC<(WQG`@#7'-`&"AAH)[=-W;Y"C@O?F!XT$TD-I"QF?7B@B M$<:"1IM^L/N8O^B\V=OBY>(NP1#$XA- M^J06P3H@PJEM(D``SGDRJO9DHU2HWNUF*NQS&/E[WK0W='UP3*$0"1,%Y$XY M;Z`GU&T#=4&^IJG\>+,?!F'Q;7W$Q+B]/_T871K#N-4BOSJX?Z]GJ\!Y[E,JLN_78'[B]!1?",AUXE<]7INS]AL]]RH:+S8&A%K#`->8$\%( MAP?DV>H2]'>=&O,&.Q?^U]'')Q]AAU.L*AZ^3>&M8)(`;J4U5%D5H`#=YZU4 M7-V=07J?W:86)H-^B%#`/]:3>E76\T<_6TP6T]ED_F'QK:KO-R^8WF=^]'%' M?TSH!C_ZG#X/]FF#"X>,AU)K*B'`EA&O,"),,:&,1LKUGJRY7)!C?N/^@067 M3%&+M+5<6TQI,+]8*X`E,E?CH(,NW]0\5`.B,UI'ZUUCG&VFS/4R0+9G1L)T#G=MD>G;]R#"3G)_>W M,/N%&6SQO96VUX%Q8$1!L61(,B`EME(":364K6P*9*L*>Z(?(Y*7M_5_DF"1 M@V=3U0]5>->RW0SU\GQ@1,&D`89J9IU0Q&``I'>M;`*.92.8EN//QHRG.?:J>]'5,@YI6U6$-"G++8826Z64]:$3>)G\_UJ&RT"T'* MN&*_?--35^_=,85B2B/$.>0,"R9.?:`DK%@MVB,45&$BBUQ+`SBL9JT"6D^%)$ M(LXRN75=/73&Y(=%L%D6&QME,O]U4O]1'MF&G3.\`-I;CPS6'E+A`,$4=/L0 MJ<'(8LOIJ!T0I#SI!#_+Q;H\9K.WEQ3`44NID>:X.?(J#Y?GJ0@+EH>C<3X+$%3$:)/HZ,,N7@Y,E M];.NOLU6/3P_7U1@IA!GW@O&=5A?A%9*=0N.D7$E/)+/TQGHC<8DBRU=KEZ4 M]UZMZMF_UJO&J?"E^E@MFNA<0'&^TB`8Y+`TI^$C.#C@P-7795.E5-"DP<<,HK3[5G&`.ML6_E"`M>7"%.>NLJ M<"8L67*])_4B*.#R4UG?_9C497/&=WJ$YKW7%X0%<#P606T1M8!J@IZ]RSJR MU1F[0;I3P',-VNULOEZ5QXJ8'!A1&.41(P!9`)KZ>H!2^;SA08I'4<_?`?5Q M`.6)L-W?5XN[537]P\Y^SKZ6BZ_=6YO)\L>GR>R8)IPRO-!,"HJIM]8%4:'R MQG4+&4,^3BW$#:K%`&AESYL\^F."]KI7RVK$SG*D)1+:Z6!M<=OLP2DCE%GI M?']GK*MG-7I.E"9A1@FFHD)".<]H*X"P+*X^5/ZLQI-Y."^K\3QTQI_5V+D4 MU'05YI+FH-'6$WEJW/SX'0K**>+">-]4CS<";AY11])-UX%`4 M/2ED&:.H>][[U&#JP:&%"/:J\=@QR8@104H@.C2!`[<084_%Y_Y0:VKHWKO" MC#<(/U8]N6)&WNF9>&T`FB@FI4;>8""(,!PQV.MPRFSG2UJ9-I?C0GO/KS:P\/*AH7!X(60J$0$V%GXQEH)92*QL7ZAH[4 MIR<^&4(Y=.##XF?YU/JSG_J=:PM//:U&!)"=6`PLYU%1(R!'I9B#B:-R1IL&*929GZV)$ M(FC:'O'M[_Z^>V$A.6><0$DL$A0IIJ`7[*V^3LF2I:'J*]?9T\Y;CN'XL_T'@]A M`0HB/[9MYH3[SU5H$P?2$)O<;8]KK7!MK^ M=U4H7@GQ7(MX\]'V=9L]XRX%T-IP82D/1I%Q8=IFB#SAX`PV)EL$&`RLT3JQ7PFZ*1YRW&6]]_J">^T%A00@HTEC.$A-6S`X][D*]Y[5X'40 MLH]M-"/1RNYGV#2-[_,P'AA1((`=-!8$^\,2C@$EWK2R061&W(/U0J[ZF+\( MG_>E`Z-S+H^#^HOW13L/O@LVZZ2>5?#HQK9O6,$A5T"HL/GVF%#%.`*\?7%# M;5P:V6#NXHOAKP:#)B6G*(Y3U!X\-T@;")!DAALFE`@[O?;%@8!QQ_(&\P1G MX30.FI2<'NY"?,JP0A.-+?<6$.D=1]XPU5DI0O"X[W0P7V\63N.@R1_:>;61 M.<<$WQU94`L]A\0(2)TBV$L!92LK,B8NQV^@F@M7,\8OQBV'CGP)3WJ#2*]1 M=G!,(9A#GE,KF4`>08?Y\X=%J9`W8II?PEPU+%;O3R?&;:J/0A4N-@?NRJ9N M\&+:'#7^4M;WLZ=3QD=M@:-C"FZM5APS"Y7R8;H$CJG6_\5PMJ*:)QH"":"O MAD$FRY&/^X=Y]5B6W7OWMW78/Z(`"DB`@FP&,BDDUA*85C:M[$C:N"?DZ.U) MCR2X9#G.O2B_A!GOA>AM+>G^XGD]0PO`@CV$O.:"2T-0T^F@\WT[H5`FZR_[ MMS\00'D2^1:;KLNG3/Z]8YK:(\YA#V78O%),)466M_(ACD=6LB.]`J1")@?S MFTKM'^X?)K.ZB?9L4]&.T+Y_0"&LM(YJ22C21@%#K,.M9,;@D2WX@\;PDB!T MK=S.,[,Z"VBUP%XI3*39B,1()Q7!=&25EP;E/0$^$;;[QW4C\F_?6MMCV6C> M=/^1W:/7%UZHH*!$("T5\DI[BUW[JHJ!.*]-'N==*BI3`G2I6_:UYVGGK=Q\ MMEE<#A(==[/""`:!\YA"8H."8B>U[)8H(.)"9X,E@`ZF!5G0RS[)OQ;$_?6P MZ23>"O2I6FZ(.ZY;:6Y<2,,0A<99[X"05@7+ZGEB1#9NES!8YFJ^A6-H)(=( MEMRS\@V7!?GB45L&FKS1WU>S^>P_&UM["]^7JLO.]//RK]F_P@6KQP_-\\)E M8=0[SRDTCF,$@(%!"\-&1C,=%--!+BTC3/SWY!0Z0+R4R$&D.?7,H+!W>\*! M$JDB"TA>(Z?P9$(OR"D\#ZS;R"E,&MK47&*$-&K.$0`),>"$M0!!`W)E%@T6 MVCQ9`V&-D]F[N1X5AQ6[T\G M;BZTF5\51AC:1)99S9SD&&LG@YF/I&Y?N7'UC,O3F0#ZDT.;YR%S>W$-JH+" M8X)<6Z0@-LITUA2A+.XT]8@2X6*MQ1QH7DO+^NR%@V,*JHV&%C#+ M(":*02Z8:S=X!DLZ7AMR8#Y/T)Y+$'Q_FC(ZR_)6%"16,9;E]'^^5S__=W,X MNWY\THOM_[Q5B>V?"Z/V>C*,3N#\3FEO)G9&<*(F$ ML\IY8CT"2'2?A[.1A.?)G1F*\#AHZV+)OY23Y;TN:M[("+N',XUTW*C=U*#`/9$$E4V^*( M+XJ>I<^>VGU&NFIK!\)OWY^FZ8>J;HK6/3M]?CF2YW3BR`)X0!P6#&&MI'*8 M6&.PA9IS1QWCO3F$%XIPK$5'SZ@":L2T9188%69`#SG7J'UU$^R>:V8E)8>_ M&@J7T28@'>S8?BRI[6"7=Z@HA5:ZL`O&FD+.I&`M*$QF*V=T-9"0?:KUQ M(4(Y5ON#G:"/:<#![M$>!?%P,&8UM4QP+`'K/C5(/!QO:"@!9_L;)21#Z?UI MP^C"/V-2@OSD?PRSX`]U7];A+7O33W8O+H#2W@!!PV9)42Q]@U(KD779"DF>@[2SR:?)=/9M-NWE>.?:0F,H*)028PV$$%@3VJV(A.BX M;CA#M\5(2/&EB$3X;]RZKA[*MN3XIM'RD^MH,O]U4O]1'BF%<,[PPD(A/#1$ M6B@!\1PX!EM!L,0CJXF6CMH!08EIY!*WR32$4IQXBVLE.A>Y#=/BH'OO"C/> MS<%8]22_?L0WUN.(Z[`>&]RDS$FFI.&NDP5$]E>[7F.]DZGI::QW'BPY*.YD MWF)P0N&M_2,*3['2EN)@FV%GO.*6VVXO!%!<(Z'KM=2+I3P-/%F_[M8P/OTK M?SVBT!(XSJE"1!"F@)7&=U,B49%5EZ[76^_BK_TB>+*DC4T6WWN/(+?7%(J8 M\*I-UK,ED!@J(>RV7![#.,?/^?1>?6<0BT@V1OL[HCY?57#-L&&4*@4UE

_O;M2[6:S#^7/\O%NO1! M.-L4Y5F57]M%7*^7LT6Y/)0@$G.K`DEI#0,8!I@"1(@AV@D(I!Q)(YDA$S`R MP)8EW#*=KN_7F^1/6S[4Y72VS5QZF)<;>A9?U7V#W%--J$^-'[I>/3897TU^ MF?OW>O;0X!O@F%5?/RRF=9-`:LNG_QZ+W0SZX((!"EWX[&C8L%J)K%9*=UYV MJ$923W,H!1TER!'3G*GN']:KLKZKOJW^G-0O(R!ASIXUI=%.5KR+[E<(1X)M M+0"UR$`(L?$8MZ(BYN,"B\EWB$-.>+FPRQ-D[LD0WF:S&N(\!Y;Y`!@6W(8E M_7DC'?X8Q7KR(P2#SR(Q8&1)"-E6<]QQ61W+"SDTIFC2E6F3N8Q\,/0,(Q)W MN1#.@;BR),D/!@Q-=BI\\C@`%XT-5C^5JYPM_W@VRN`1%3@VK+#66*2H(2+L MWUP0%,%.2@)MG!>8W9H6)(0HAR+\K:J^_CE[SL'>0WI[2:$P)8P):00RFD&! M@>U6(^)$7,%+6R+T0ECRG.L@)4U.+1":`\-L;SV)*QZ.H^@@;%_=N\@:]+D/QYP*_QF'8\[#9?R'8S*DUEDHJ->V.0MJB`\K M?D<"QR3NH/T5#\Z%&5V4;_1Z-0>G_:,%Z[<`1*<`U'[67GL4GSWL0R0)#57B,A_I^\*VUR&T>R_V@# M]_$Q<6WTACUVM#T3L?.%H:YBV=HM2QX=[O'^^@55199=+DDD"%)0=7>$HP]" M1+Y,`GF\!.(:V4J$:)F.WQC-G._''@9)^?W8FH/4&AM"'/.>1F](A:?/()'/ M>8%^[%05CT6DY'YL0`&B2PI!4,RT9XIVD"CBTP[/N$`_]E#53@C2+)SL!YKB MZ4-V'QZIO)622RUIBHN9SX3.'_I^,L^DA:"X)6Z[V M<=Z/UKM>;4U]M][4#\]]7/R[WKY=KM:;PVW,T0.I#R>^_OPK#8-[]_UMO?O< M\'*;%?`2T$L01[RSQT*[NRS^]Q+Y[!F6A5^1":PPK:(\D_KN$F MFNZF/MJ*59&$EK4+P<"3311B8#["(F\]2( MG9L12AG&@E"&0-#%#(QC&_E182DG?]R.2)I+@,9B5-)O3U&>2E!6J-5 M\$HC0S7J%D&DTYP/?6T:3@*C-$H_#50@L-@QP6BS/$7IV]EK9!,/:T+7ILM$ M/$KG]$MAO+,N:(J!8FZ\)ITT8'7BF1!7EX8*Y#._+1K?HJN3?= M:AA"UT>PT42!I%8*L()Z87#TUEOY#+D*IGZZSGHS;=)0>GW6<$5TJ_F-X/KH M5L*+Y@+'$-U.2J*_:!#O)(J>:%K`>P&Z56_-G*=;#8.D?+H5*,U1X#Y@AY0$ MQJCHY`E2E7F$;485CT6D8+J5EAQKBT7`VB,3)5!6M()@$](RUA>@6PU5[80@ MS=HP,7F/K@A:!B&51!@T5%U[RR7'EC'$HY\$ MRCGEC:*=@]3T%5V!YY]+GT-[+].@>^T&4VYP4*J=S&\?Z==?>(JP,CHPZ@V# M&$M9J5I9")-R+NUG:LSLK9HSUU\,@V4>.O>/EWY_7FP^U><[L8\/JK006GJ& M/=<"L!-16MH%TH#*C"#R*SX;0O,0!SN"UUG5__)L1:AU`@?M2=.Y+&A0#K7R M<$'3FNXN=_=%JL;'`I,0.KZI/RWN0WU\=?[UH0I;`R)&4-Y3BZ5!2H#I5B"` MM"1.=EKO9-H:C4B"FMX_."`-)^IT+/_K@Y45*F".&`,GC07DX]]/T:Y/"\JR M,UPG5==H5!)4UNW;=KW=;=O$P1&UO?QP99B0V@-7#@P5EN"F6:#U$[$O)%TZ M99$U"S"S)$U?Z2'VGN.@=/-%8*04TH&(#FGP)JW%\F)=6T--L$B0DQ:C4@ZQ MMZ`,UA@,)R00;(3QN!45:9$6U5VL&RQM29L'N](8DEH'083BP?&@K&6:B\Y) MXA2GK207ZP9+74D2X2B=(*F\0($0"A1'FPQ>"MYE)920:;R>B[51I2IW)"SS M\",_W'RN;_?W];N[8_W(C]W(#]S)[<]S/$N>S)I6[K3TP_S?G*!;#AE>D4"Y M):2Y,";8("E5P@L=@(,"0\S9K,-$DG?J.2&$^?[X/X\1-T?\6N6\]*P)LL![ MC:56Q+$6%Q_7J4L2.J=1\/,T^^2@3<#V/,7X?3;MS;?E3;T]4O/M,ZSB45#O MK2>>:'"<.R)-*VU\?]JE-!/1.&?1ZJ^\X%S@)7C[IV9PM"K7;V!EL8'`0808 M93?5*^T=:B=/F7?E%7'SZJ2GHD>A=64J+Z8,6[*F1VNXN0'G[6*U^'38$4XF M@5]ZM++1$0W4"^RM:ZBJF,IN*3/@TZZ6FC*7F`7M=5944C[,18SGHX/]0!)K MCE9>W^\/)RJ<5.&Y814X'9@&;J#)A1]VJ!`8B:0B1Z'L-'G:-AFCU-'E*4='S$U]2&O+SX%4#/%U_NO7Q_<]L7]$_DT MRF#WV]WZ2Y/X>S#4#_4UWD5$F2"*>^>#,UQ%K)TUA$B-I/+@SMOF2!'&="HB M3`RQ'+%@7'"2*T1#.W7C9V,4C>I4[`W_@$[%8;C\13H524#"6<ZMY-Z=BL,0NK[>-&09YT888Z.40O`@D>CDTQZ5%^IFU%GO M)K4TE%Z?-103!9=H!)PFZE4<)4T@(/9V*QR)2U-YX1R^+2AZF,7P<`D1)IUDJK,2VPR#69/H=VH*5!]]H-IMS@H%0[N9A] MO'3X]5GG\NS8RA&!1'`6Q;4Y*.2D9-UF&X.Q,B^:RJ"^E^TB&U"92^5C.#%& M@Z*-!QT1"-IH1:SMW"GNTA*&PWW.B[D4$X!4&!%"<2&%EMQA: M(VUY;D%>G0QC1*2A=64J+V9C+UG3%^>^"&0P80@U9RMX(!2%&$6W>XJ4U\5] MZ8WV.>[+,%0*XKY(!`IA)%$$0H+FSH0N?^T%+>3*[@G5F1FA>0Z)Z'_G'])" MD6@D M##&!N!%!J!B2/TZ=($AKJ9R9T-0;_@&$IF&X_%4(3>"1B6!33PG15L1%K`,: M:ST7^RU;?J*WDOL3F@8A='T4%H5E```3''%*.A>PXMVG!JS`_$5&G?7FLJ2A M]/JLH9C41HE&<&U<%ZQPP'&)U%Q04$J!U*)#B-(T1_P"=*;>>CG+=1F&R#50 MU@ZE$@&*.P<"A&&T"?*94'8^&)"%T_MN^><^[N_]:1QC^$>6) M[LFQ8.3%9RO/``D6P_CF/`C'#9>$M5,$[^;RX3.%R"G>?`Y<$E3W/KJA38#[ MJ7YW]W$=`]W'@+RYN_A8U'Y$LRD_51%$N9'$2MS$_<8ZC_B3_VK+RV)F5_P, ML,V3+CD$),<.2FE?G_*FSXM-'6'?;VX^+[;U-BFEDNU\N_J^*=77M\]G=2H) M,V1XQ:0$9`P8(Q`).G[W%HBU`@@3RH2S&]CLDI\[?>7:^E(U%.!"00 M@X"V$H.@<[',3QZUDE=UOQZLEQ.AP+H983DDIF!?M_N@]2ZO@3-2T,OVFGPFF.7=%_ M?;@RW"K&K07L17/'@+7J22+-6,'[^W@M/;\/)Q<\KT'QY6W@)>A[]*YMUU^^ MK%?/]YJ'K>ODWGU^8(54VT+R/?FP/]]82XI)"(G[_X MX_IMQ/%3-%BW;-A,WVI_=U??G.$7#_N52@4'#GG%&%(RFKZWDK5B232?PS:K MNJ<%:8Z%^V-SXOY^\_V`Q,%QV<+-O_;+39/0/;J"GQA547"<68AFCAR3/JZ# MO/-S;!"%D%IG2?KE@VEV4_C'XGY?MY-M[J1Y6^\^KWO;Q)'A46H`X;$V6EOD MF?7"CZ>^7E&=)BABI48JAFS&Q#`-8]F@'V-L M:BPY6[*^OCH-&*1X#%,))XY1(H)1T$I,%)J+*Y6A3M-7=4/K-,,0^LO4:4)P MC#AIF`W.J!"$LK2%A:G9VK[SIFQZZ[I_G6883E>;CT=4H;AU64\D,^"YY+R5 MT@,MF8";076#$O-)2+U6NR@OS5.8.117I_'"8!:D90&,=Q[`*]M.6*>VJ$[' MM\V"?=\RS3!L\BCSXY_1>_C^SWJS_MMRN%Y?&EUA0P@TQ^(0Q)C6BA`3.EPH M,DDJGHYN.X.*,\"46]L?&D9ANKI_&%X%<;BE#VP@7!A)L>3=PB9Y8C%]NC,% M9]5W.DXI"G]1M(?)?#RG[3YC*V24UE);&20H+ADF1+TRY%XJT+!4=IX+9VOOJ;!\QH47UX85H*^BZZVMDTT38BF423PZ:L]J>HNYI09K' M<7O)5&&_^[S>+/^OOH4OZ_UJ=]*+Z_,#%6AL21"`4'-XK5.>J,YEE<85QKV9 MM*`S"6+7RG7MT M*N0-!&:T$*A;]9A.\QHGR_],HO3)T+J0Z+TIPF[9K\*NRD0GQRK8P^']_73X<,/]VO=I]AM7M?]>+ M8=GAEW^B5`+>WRX?[OL9>+YWI$_MY?F]ZT%"/#:FPEH@H20Q6 M7!-NL/7B<.&W=H&!/KOKSB+A.;KI2X]7,UZR.2BF MX]7R_.,>CT2Y5-*LU4C%J*">Q>4LKJ)22P-4M:`@D'.EK@95(\=IMW<%=#6!Q&=W\?))!2&S&0&%W37JUV49Z+5Y@YC"\49.[U M(4$TGHS57B*%'4+$^';"P>)KZO7IC7W?7I]AV!39#""4U-H8YIP"'`C&BM(N MD*&FD'.ZIU/O!"#-LG8_\V;BB\^YM&!.XN.K/7J;SXO-58,APZ35QA"H1MTWB.J0P)[0POVZ\?DYK/`F5 M.;3MEM^6M_7J=OM^\;W9YQZHR^_KS<%U.:'VTP,KSX+RA'M..?>@7',=32NI MBCY4T?H?7YO-BLYU,L.Y`\F-%4B2AO$P'1G`$QJ$'DP>BUT8`@4.*,0_PC!"A(]+/.T MR29>OC?=D0'9B3SY,7I-C6?(6:PY">`1`8$8;4ZZ>919=L4Q[2*`63,<]GLJ9IP$O(2+]9+OY8WD=XZ^W= M>O/WU::^67]:'::R^+>I5Q'\W?;W^G9_TVC@]WJ[OV\N56R`^U#O=@\TQ?7= M;[]_@/WM\J7%9X*W5`B0M5))XS73AEF/H*/K$`UIIUE-QCC/9E.7AS+!P@X7 M8OY>W]3+;X>+)[NYQ>G;]6JW6=SL]LUMFO&)K[O]*NHBCHC"P/U!<8V2/FWJ MP[S_J'=_UO7J[7I]^WV[6-TZ<\3@IGUIY5US]#N5BA%*A:0!AZY0!"+Q-E1U M%?97%+*S1&IQZK?_L]_NFAEOG[ZA+:QN_[[:;Z.P<5'_MFSRG*<*-H-^I\+2 M(T^-]HH;Q:4!0FR+@],T+9C7Q5O8'&!-TS?S]>O##!?W8;E:K&Z6BWNWV"U^ M?G6>!IHCKVH^L#_CO]8Q@''K_1^[N_T]W-PTSNKC7;R3M/,-X6'Z*A`* MG];>X;"\?=O#X#\\W[OB?JC?UI\6]7^V6 MN^]'>!0O/%4A%I`7G%,GD"&&(ZYI*RH78BXSZ,6=R*R\=2Y4^KMD?77Y,)6C MU?#GCU3:6\7`<8CN!B-"`U#?SM=142"7=13JZZPPE*^^8K@+%]':_/'/[_4V M+N`QJ-LL5Y_BO]2;;Z?*U"\]7B%@.D9R0E%.06LA&.MV)N-H(>2$Z7;:C.#, MH?)'T6.$=5=OMX?F_%#7VT<7]83R3P^L/(^@62ZX*6::2,ETQ;NT=/->95M`=.V<<$3IP4V6`!C M#2!6*.>:J4-/9])F/B^]8Z,TQ6+^>,Z/9MJ]F+)\R_FH\(T:6RR4YO[7Q.9+4!VM8X/%L=E]+K87RA.]W0:SR!S M;DZ9CY,6[_97Z\JJ7/7L5G1F1/!`5:8&X!(0"N)7`3!%@"3QZT"![0Y^3"%? M5Z^B9YX.2COM'15"*LYY=*>TYB>Y!)OJ8&QKJZ+!G#P]#3L8AV\ZCD>P!H!S MH`0FUB!--*:-J%K2J6H<7U0#-8BRENC=R["X?/C'&VHXX]$;CGNE5,)C))KY MRFA5?1O1N]ZHGXL#I<$P?_IF';W+SMI@]\[;/\N]E4`*;[C[MC\[WIP&PVZ3E1/WCO_KU8+\OM M=;DO=O90''M2W"VW^Z*K\T?GP,`5$+)J5V(M@1HQ2M1I\ASPM,Q*MNK/X1R4 M&=%)H+8YSO_89#@7:7_VV<"BU2(AI@P;YA10@-G3%..TT^[KG8C`]'C%6'A, MDP>_+5:;"N&WVV*U/*Q:D^!/G@V>D"@2@EA7F'BK'/*-/"HU>Y*M.'?L>-10 M/*;A=[/X5)\Q?O-GO9H<*\E;:7Y^2`#04"0-84(0Y@6!V)!&.L$3VZ9EJ[P= MG^U18)D^%W(5_WO]?EF5-5RM;^X/M\7MU?JZ7!\S(_71X8ZCU(D'6A\^^?.' MZ$^O%W^5V[KC:5M0/^$M@4HJF4;8XXH#&K^#\N@J*28@[O3N1Q2MWZG=SC<$ M8**N"NBUM]!:5Q7*D48DR6U:M426\[LC4_3L2=ZQ\/H5'9VP@GA$96BG`J_*;;]EMD_ MS+V7N_W"-P6/L;56Y]7<2VNUMN=IUMXUI&!6(9]>[35H=L(8GUUL7F8Q[;&I++,CEK"K])E%T,D9:8AN1 MB.5IN<9+[#)#E"`W;"-H@EJ5V_WRO]K0.9YS[LG_,R.#B-,GH))!(@H\L=#1 M9OK:X+2=(EL`?$+6AX.5P'6+?':YVU01/5N7)'YN@7B&]Q>^):"XAP)-I168 M&PZ)1/8D%K>)]6#9FDQFU(&\P&7:!6R<[FZ_;,MDO_0U`2M`#"$:`005X/&' MJ)/EC'A:V[9LC24OO!<,0"Z32M1.T0!=J,>'JA$WD@Q*2:.Y+8#B[&3C((;2 M0NC9^D%>6`E2(+NPQZEN;@ZKPWUTI6\?;W9IWN>9EP5M:#2(%4+68`L]EH"> MS".E8-HM-]D:\&5V+;+C-VDF_NVVW!3;_:?J:JZ]6M^Z?P[+37WL;U_U[>ZL M`7U?$6#\$[B00`I<-%>7#F(?-HO.`].L\WAU]&X1M0^Z?KG M!P1D)4%2.N*N MNKZ!,`H9I4:)1CH!M)IO7GTH79WL#T+H>].#V66_YT+_]+2_6JQO.Q/8#P\% M;.M2/F`$M8P`SJ6BI_70X9F5.PPGHAP)B2FXU(?E?>7"=O+YY8-!*^U)]'D\ MTM`#&UVA*,51$B!X6N5PMD3!Z)P.0F,2E_^P7=?1J&B>^.7'.B[5R?'Y04&# MZ&\BJI$@FA*H6?0^3P:RYVE-&K*E"$;G>S1D)EF?B\6NN"OO;Z]6FVWYX7,K M]NX%^_RH$!TB3+2.*Q;D4<=9U/63C`BJM+1@MN3`^"OX:-!,0?]9[T1_:FYJ M38EZ/(P.V#!L/?"8*X8,(L!0?\*1=X<]+E&&GMU[&Q^XBRK+PR6O*X(W,"CH^7P=O5$;[:LM@Y'X,K9F=.SAW99F1DG2:(ATC M@V8,6B"9P`91H"R#[N1&&4!FTJ`Z"WM]-2,)J8MJQ2_;$IB5)RFT(A'64];;+;%S;+.>L:_WQ8F,4PE@UZ$%A9Q;VR*AE%T+THBO4==&F8VW# M@D6,2`4LU]P@I1!WZ`%FY=)"H-G")Y=8G5Z.TJ3G'&K?L+61\<\_5;]ZM]@5 M\1__`U!+`P04````"`"5:UQ$,!G<9M3"`0"Y#Q@`%``<`&1N8BTR,#$S,3(S M,5]L86(N>&UL550)``-:U1!36M404W5X"P`!!"4.```$.0$``-Q=:V_D-I;] MOL#^!VX'&'0`.];[D4EF0%%2IH%.MZ>[@QD@6!3D*I:M25GR2"JW>W[]DGI5 MV54NDQ(IT?LA'9>M$L\]ESSW\OW37Q]N-^`>%V6:9S^_T7_0W@"<+?-5FEW_ M_.:WS^?P,WKW[LU?__+?__73_YR?_S/X]!Z$^7)[B[,*H`(G%5Z!KVEU`_Z! MK^)T0[Y6GI^W3X/F)_++/WZD_UPE)08/9?ICN;S!M\G[?)E4=;$W577WX\7% MUZ]??WBX*C8_Y,7UA:%IYD7_K6>?H)_.N\?.Z:_.=>//ZK63^M^[Y_4?^U?[1,CSU(7JM?_//7]Y]K.\_3K*R2;(G?$#8` M:/@H\@W^A->`_O^W3^^>A>=?T"+A7SX2M&@F\H692L9=?CI:T6#%XM9;N7(JV0CN'(< MO/)YT!OZV'OR4_LD??T)&:Y+;\5U[\WXH<+9"J\:\7ST;I"N?GY#?EILR_/K M)+E;1$F1T0A$:L+GFZ3`\*JLBF19+2Q-=VU3-TT4Q-`+[<`,3->%NAM&IFMZ MSJ)^WP)GY[]][HJO?R7H_6]X*#ADM\!EOBV6380BP&AL;K#^I8,$""90@P*_ M=[#^]Z>+G26/ZXF> MIXSF2W&,-@1M:"J1%UW]>U1+8+$$>;'"!4EONF\EQ?(%5[1/7"QS$KCOJO-' M7ED7^:UH.W+!5:TAAIAQE)07F\X7TNX"8N$?"^AJ?NC&%M1C:,6&%2,?=07& M00@751\PN!L0>RD\+:AZ)H)Q-:/GVXYH_H9ICQSJQHL/Q05J8'/+3\\0A_[P MLZJH``TPY`4%&DK-BQ*TRJX6<$GZE-L-33'RZ@87*+^]*_`-SLKT'J>D0WJ[ M4T#/]PTGB'PG)N*'-#\R--^VK3`V0\=UC9<:E.CBY#6O/92@A@D>X00-4*9X M+Y?P53LB4'?GE23^$<(Y'/!$\0@7M8SI1BMBG.0CXRO3`.'0TBUXZT"%D]!L-V>%(RH05+SM+V MV^/'(^VQ@0O>4L#?DU2$8F8513F.8,OM9O/!\'@D@'XI22`/E2?R0BD>4215 ME&-;/D&5YM34SR3<8QKUHW]OT^H;A9!GY&,)'])R@2P7$>76G=CR+1L&$0J, MKM`X-@(>$1U7DNR^;8T)[$"1A(7`XA7&D6RR*>%T1'+V=+DYE*)N)^DY(6=B M:%5$OP09D\NH>;RC;H_+"O/;),T6#C3\P+1U(PI\WS8"%]I:5YAO1C;7B-N@ M$B96)/![@XM7D@;2QSC@)IVY<1+$0)J<8;9CO)P:8AO%HR*:,]*(IT-K`B@9 MTK/\4B19N:G'0.#J7]NRHGKW*[Z]PL4B,H(X1K9FD.ZM8=F1Z_E]Z:1PM+C' MQ54^H%UK2/;U"79@\HV"$%OS=81_0C1]'.W8.02( M%FN>!SL4CA;Z`\?;1!0]X8A;"Q>T>$$-6*Q2"G$&MV).[8?ARBG`!;(UE(%, M-BT5Z17U-%6H=<]KJW@2AVCL!US]0C)<.N`7$U)"7*;763TT6/Q]FVS2];1-O\J]_PZMK7+;8$(+0-R$R3O>G%B`IN?CQY3$2YZEOP]B7GO*GQ;+HPH,$+?\!U M7N!/>+E)RC)=I\T6ZATD#\(@]"T]=H/(,CW;-2*W7TH5.UP)KTPZ2HM\CN#ZAY5-X4!%=G\34?/H&PJGW3PND M8RT,H0AMBP)G5;/M?8?1L"+7A)KNZS""EN^BN-^?X+FZMSC8YO^BIDR*CTED M7CH$X47!>6I2,];*ECB>@=8RT)@V(F!,ZWFV"**>MP>%E.D]+"7&B/3&B:`S MB],5B4+SV)XKT.HXXQ0MGQ3>K-3)5I]PE1;UDNDP+9>;O-SN'5/@6*%E!UKL M>Z8;FQ$,8SNL]P@C&.B!R2I&(HN4IS7[*$&2K<`.)]@!G>]@#@X63VB$#%\H M(@%23,OE5V7.!GRX&B1:K_&2J,;'#!,-6=(=TM?X,D^SBNA+@9,2?\SV9.@R M)P![X.U[/EYMTNMFZ[>&;#?P;=TQC2#4?U\;4V<'*W@116T.S M"F(/V!D$:HM`9Q*@BV3WLI;'5O4KP79V<::@L]/,&`EFQRDO?!Q;U7<&IJ\? M4F*/;+^="%C*5!E%HIPZ?.2*MFV)\33$_+CUA17YNFM:-G*,`.E![#J6W0&W MM9!K*^#\:.>-J)U-*D542;5"?$B=OT),$%,EU)#98^H@QPD*JG(KS2N,JI() M&1%6IW"5Y'[J9US1?Q)ZI0PMJNA&'5F0'NF5% M?:_:U[CFQF>"J$Z?M#6E'N[JC`'4FKU#,B;IBHYWN\P.Z*0>G[C;.:X*S!X9 MV9TDO(\IK%:\PA@H@P4A_4G!3I'%!B&]/=%N MX5CT1OJ6VV6U+=+LNIX/K;N<<%FE]VF5XK*?#(6>&VIA%-FF;ENAB9`;-YW, M((XC#;$>D2.N0)F+EO8PMBL)FB&H':P9`"0'**^;A)HYNDN.:]6T0. M[X)44S;E$@1T?TG6?->5#&%VC+".<=1KT=A1-O+*[7A"F96W6>S9'U';"[T= M:$3A+3/2PL"!+HI19#FV;[NZ'GI(,QD;^=#7RVO'[>:?'M)\2<\SW)QHB6/9 M5*2QC38C%UO)N).5>YQM<;F`=JSK'@PM9,>>[[DZC.+F_28R8C?B2T`87RH] MJ:AQ<.<1K)2PY@82V."-]PV$R6-W4^S)>,Q)CB+-GA_W0=P<9#C[[N@[7"05 M/7@H+ZN2!.;H@:ZK)@4BTPP-*[8A0K%O1;J#0KD+]>_X(S4O"&%`A7MVF6TFR&]`QP6SPIW;9\.P@CWS!,V],B%/E=Z5JH MA5S7RX@I4K(RM2CKMO48X%"I$D4UFV[-P#*?B+4`ST`+\0334]]+PT3="8$3 MS+TB:B?:JJ=7UL@@C6/9PEV!EVFWGPW>YD65_J=9;X]B.[0,85T3(AIAQ,68NB9]@<5C,;4RX,TD?5=-K7H%/#1<]#,7,W8)Y)!FECYI%:/'-.$+40 M6">`>!E41&3&V7!J`F<8(1Q'8SSI?+J:X^NF:08N\J,(04W78)]T:3Y<5'F5 M;-@$A?OE7&E/CV/H8`JGBO!3Q:8@4EGB4X_9QY@XAI8&TZ:(9`S'?W`^QR@B M^,>O=^?.+4+#1!;RPBB""$70=!'L52D.@X!'+8:\?S+!:#`-';'F88QSK%H2 M64-'J1G/AY8[0+WCA&5H>@"#BDC(*!.>&XX>3`?'HI![W%SDU)35+>!=:.3E MD!YSX$70LDW=TTR]*\]T;,0S^C*X$,E#+_WJ^T&*,IPZ-EF9A#4^;=E!Z@\Y M[%!-OJ+F.#DGE]2,Y%,1I1EOQ\&B&B'$<&A.\_YN;%DC+&A^8(21;T:.82`' M.ETQ*-*B[K195K'A>SM3:WE\5NQ`E7EQ6D4,6ZSJ(H&F@:+"RH\D)7E$Q$D! M&4:9,KHQ$/Z!7(RA@>\"@P]YEC].AKI2#2L(4>AJENZCV/`=:`7]PB#;B+A6 MY(TL2O9BG?J(X2Z9;T%]#_[TG6?H^I_IJ<)#;A@8P2QCKV@Z4CD[2#6?^\@. MR)WC#H!GJ3K5;Q+#L2(")+]"/+,MS+2<9G@IDD=K"+#SPY$(`>(U@E$X5D2@!AN2B MJ]N@;4#==:PHSTC)6U)XVUKSK+W!I'GN2_*`RU_3+"_2ZEN7^=4;O???$OU[ M2_[\*ZYN\M6N-UDN(CLTB9YJB)CB^LBQ/-/K3("D?O%(G4JX)8MGV\(;>\!E MD=^G97W[1-[G@;5]S>Q0;0-(L_I^B?;/^1K`]3K=I*2[RCNWIA+17'O/U(`L MLZ.\-Y[?7$6R,Q7L;.VNN6IK1F,"V+/A[%$M.B,=[ZI(B':F65)\:ZZ,K1=* M$5&L",Y-$W5F&N>;S+,G>_[JU2]%(J*2U!S=-:@8QB%1FT!KLX/VA):%&9F. MJ0UR6/YZ(@H/"VP`F>4*17!('A0T" MJ1MA!6];5%/W'9XAYT7E'4ZG4BHYPHRCBC:6EH%]AN>D3W.0;7B>9?BZ;4#; M#)"%^K4NOAGP:]'8$B4KD^34>S#/0Y+F*2@>G>X^F]'.FI6.S2?'4J^4Q@DS MZF0.)X8R9OTCR0=1UWH=CHF\*(`!\F+H&3$]D,7N9[L"'=D\0QH;3=O6V@?P\H^(-&5MU@_H8VE9,89YCF\8X8 M(514];@Y/35;)IC%HPW<-`W3@Z+T&H(9'1[E0?GM+KS.H\N4?SZE-_Q#]TDV^ M(96*=TQL(/ML2B2?=CY%.F3Z#-28)I:@H[RF"+1PK=GP]]D(]B*W8M`,/]?,!AN4[XT2*M13I,M4"44NHF'TP3*IDD#]> MK%I4,\M5BX)#L'C95%2RN,UX0;2&T<(L6__`Z?4-/0^=M/KD&G_8WE[AXN.Z M+KK\N*W**LGHD&NCG0;24>B:AHYTW34BZ.M!?P:9[9L&GYB)+5NZQ'5P08L7 M-("IOC60P1[F\Q=RABFN+.[??(:P=0G),?'_0YRX4A.2)LS"AZ9T)^X1&8A/=9]W3K]8<.>C^2Z=&\_Q"7F>T(&*B/>4%A\[P6)*LH5-$6: MUA#DSZ_IY3/^Q:J^RJZ>;8!Q7I#N9X:V18&SY;3!>:8VA!:`:NX9`TS-!,W>CW+7B^A]AZADI`E=ZC;"T!G2E@#SW8 MP2>]H"RO(_"[VSMB*6.NI`2'+V112F"<);\Z[OO&/D`,?*8N@,9&T!D).BM? M5:58Y[V=_8;S,C/50[6VZPF MC7QSV55$6@PIM-5N8[\D+;W<063LXIBQX<`@0`@&3@P#W;=WIQ6'L+Z(B%4X%5:WR>T?ZLA+-*2))AA?2598U)GX,*A)T5&GA^' MEA.'00BMN+]N*/0,R+:-6$7D3%(Z9@-R;0-HC6@N)7ND@]TH8'^&[5O]Q#"@ M^C5A^!"#TE5`](C#0;I$OEA7BR/U!;0VUR,1^U:#UFS0V-T-1]#7?*QKUVNN M2..')5Y#A1HV2M'J1T7T([G-MUG5C1-;I`197I&7XHQ\?YE?9^E_R!_3#&0$P%W-2KKL M"Z4%`?*=KWBSH?^G@)*RS.DMNN1KR1Z]DL8O)'F<DY:7K=%G#^K@^DL@28+\D:49[=9_ZQDWL^2W;M?5WM>UM0V^_ M3,WOC7)-Q[4A1$'HF<@VD>ZC?D`GBFRF]36OPY()9H3ALMHF!1TYIN8<6_5Q MF"T:(K)%=5@>D3^J8\0L&>53\VD*>"S++.OZ5%>P^B2D'0UU?KE/!'EUDY-V MD;Y[#V5#;)JICO,$))[J&#-C*IHVU;*?`Z,Y:;*L=C-:3ZIKLIMYHTY1EN"F;*2[?[57Q73EU,/:S9EI2TO:M5 MT[NBJ+_AI)"4NTY6:3BS6?4JL\+YK8)D,62\"J(6MU`\)'#NB5GWN/S[-MFD MZV^D,"6!G`PV+C17[?E5D9HZ9 M^8$+R\5Z5?%9-@D&SY=EZX,83_N<6IL7*,9_`=&OK3%B']OYK2>8PL5*CN-+W`P[CIZ/<>5 M"W;-Z1VELU0"1>+,;.8?[E.=T0TB8A`3+#<(H(-T'4%(PB,*;3X'G5<78N2%%*$N53^$ MB#67/61(H%E$B%@8CHY"I-N1[1DV,C3?=HS^3"\KXKKD?4PY,W0?!)T\/XK= MT8HLE%A)*;X2A]6?X'"8<#(SK[XHLIO"+GB<]#"+V>?E#5YM-_CHE$*8ELM- M7FY)K?U":]O"#RS#-0,K\")'BV$<>9$;V8YE>UYDFC'7:2UB2Y:\^J,#2QOA M\4G[/<3@]QKSB8T34[B"30O_C[QK:VX;1]9_A6\G4^79XAWD(P`"YZ0JL\XF MWMDZE0<5(]&VSLJB5Y0G\;\_`'@1?9$$D``).[L/,R/;ZNZOP:\;S49C/B^H ML:-F!QCA1"4L3["D&9]8PIN&C"NG6-:*W'I:]&M'5WZNJP5R*?43G&"?^&GF M>JD+8*N,'ZEQK!D-ICZI*!YON>-LSC=N@2KS&G*4'`//[R,U)C;J'B.\/`CA M$_QLUF.6\+1A(\LI'P(-O%W>Y>OM@H:8"4@`2E.8>D&,P\AK!=(8P['<+"?% M:OZM;=#!P)*0#V=9_6B/9U(YG"5@GHQ)A2**;*F&O,6,J&B(!.L-@49^;E\] M&Z"6]$3X'P4?H+U`(4@!R:(PIB`(0C\.$6GE0M\%2M/\Q@HSS'-/)F`XWVJE M5(EK/*)R_#4IF&HTUL?QXL7F_#RN9D8GGL'K!&%I@]H2WM)GS_/ABWJ!DC]1 M]S0R]NFS$1SS6T!C'&>S5/$&9T32B>YK2 MY@%6C=-D,MW9X%4\`#4IS,,.*6F!6_IPSSE`7HD-^L&TY9",/H.>'V31#-6( M[?NAE/")_>3COKBK%H$;>M#SH>_%*`/\MGD0=C5?FF7CMO)#),ZPK>^]-'&^ M<4T=H>KXW?L@Q(?NY$V#K6%7KXSS1-OW5Z!3VLJ/@=Z2]%BS46>W^.,A&\&$ M4!P!KJYN\_V_UIL-*IKA&,6*,F#@D@7OAPUO\SQU2(2?(ORYI\R.?/._1;X[ MW#:0D#B.4.`"E%"/(`A2="#T9.2KJWEU-\S.I-JO[\08'O;LAD]F\=0#@7KV M.<>/D8TF[ID7R-`0\';6QOA@K^^%TUFJLDZ:QC*'&^S4%CO6@+/V*"%L=82^MZK#O+RAI!U$RJSV<*UB,% M%R$E((U0C*,D\D"4Q3XZ=)W$Q!NWR]&HB.GW#B\FX1KAUZ%>T,FV$SC`(/>^ M=)3SH;;`3BY^'>W1S#S2B6^*I\?:.HBUM0`\NKAU50Y+[)^F]0L<>%$0^C"- M?2\+28A2F+9:9]1/5$[RS:RJ4AQ0/PQXQ?]$4^%I*N>-JS-9Z#>[RTJSAQF= M?AM0.IIXP5@;JN9!0[(P-(N3%,)=.YFK-^0/;E=\-!>?T;5D/UKOUT6O;[XK M32'J9S3*4C_T,`R@CR%Q0S<-<<@V5R0ETG1H3@637-<-2NRI+?JL&\6=@^9/ M7M3.5PH?C/-);C+O/6N(9P)37[#*5/!*4P;-U[L_\\U#`:NJ$,I\6N??UQNA MQA]%SG5876Z_%/Q2$:[C=O7WDD^+K?\3Y=6Z.2"9>5D:N8F;1"X&-`@3`OQ6 MP3@B6*7D,9U6ANL?W!!'6.(T:C>#5SO5! M06$4!FF841"U\@`"2CV4@X489OE&+T!$,UEAT(GQ$> M/0;/"5HCE+S4M/`0BZ*!G+0I)B M9N*A8>>MQ\`YG(L,(*F'C>8Y37T<(D5&4L358DY2M42"E0:!(W\6$2Z7NP=Q MT0KF5W-N]T^2M_H8I)>YR'.A'T'JNH!&`>HHT6?(*9U&U"#/,%/5KP<:/<4> MJM'4Z:DZ^/B<#KQ/,]A<4*M1V5.4H84H*QY3G!CM,0<5QZ]MZ;.*YU%Y)5:8 MP-26\XHZ37I^8E$[7.JE6O38*T;17?&?AV*[?!29=>!G+(%.J!=Y&,4Q](,8 MM*(S`*4.M>N49SB,]/1R.L6&[;NUH*M8&9T(6+6@,0Q3LT7-XT#)E"LUP&Q) M.JS5I&,E1FUPJ3/;:X*;W!QGP`]#"D'$Y*5Q&GH@;D4'[--!S#9"WF0OCBZ< M(T_DL%V]%JP5>6XBF(>^VQF.L%G6.PZ;#.MI`-TVUM-ATC'6TP;7J&Z=+^OJ MWX)IPS`B*$A(&#%:)5Z(O2#I[1A056G*,)Z# M::J#HI[4B^)Y-)NP8E;;(]Z]]=^YM28YY?94!Z^P:\RLPXD]KEB-L\[9P^MV MT_G9VJ;MSB4R-<%)76])#)G)>`,-W$-=(!VI+GR;85XO*:KK?Y=KG.-U_9)_6AB.ZD$O1)P@(F\B+B>LA#$7(A`-`#R(\R M2&6G;DRCC,'FFY[^%\X3"P05]6W@$S@Z*YR#&?.=+]2"_@E*FM:[EE#1Q$:7 M)"#'DRMK^N;[?IZO[A<\@/8C`L_,\67C#6OBI][Q.#] M]X*&$)$8!CX(O"`!6801:G4*_"A4Z^XVJ(CQ"F6UW*WO6T9!#Q6+&%6='WU] MN+O+=X_\\YXQSL$:IS5'N4W)QX$H=C9\GC-<*`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`)D\3C-[L(F12$`4Z5QC6-$C0;-PT[4C`.U#'\9`!/ M70PUS[F"4S`ILY0BNE;SE*HM4DPU"""IZOS7/=MP]N2Q17>Y+=K;R1,4QZ'O MX12G((2`[4%!+<^/T]25RJ!&"S'-45RW)P\6OZR:J3=D<-`X-,_7UR<#4I&< M[,%0OCP^&9;#*N&O8^II&JQTRO@CE4`M>%E0]--C1ZEY(:FFE^V[`LS+S)?7 M0@>1S](T(!Z%.`O#,$L`B$,2M_ML0D*@E%L.EF*8M(4^HM=K7_<=#-GJ#H=0 M,I.`R74WGC:"QM21K'&_(\8]0$C33W].4TB2F*[3>;D9C0*842!!V*`(Q@E+FJEIGY*9#>?&D3- M5"93:??2`>CY_>?$6"HRCU#.>;EQ:BMEZGM1':C*[T@G1G?8OG0\RC+[T_-0 M'-FE:L30@KVJ3FM*(PM-@?-?B+HJ_UCOUS!/9/[=L13J7#[OF(?W(EME6_!4O3=3-+$$0H=GV:QB#$L)6=(*JK$U->X+S=F)\& MSZK1@[9<'69RH-4"D0Z,I^[/_"0Q_D4K[)84=/3:)-^K.10P^2.Q.S$,YE'D MG77>"I?_>5COBM4B@%G$I+"MAYN%@.`LC+H644QCI4FK8^08YKJK\X&FL'`38Z\D%;U=ZIU9R3 MTHX@)\MM8X&WD>1&VW2*[?0`IMY>U+P(O"TW#,J*,/G[QVY8!&52B>MBQJ\^ MQ&X,2)@!-_5HC&%(`ZS:)S-*F,GNQO9<=OM6N]'POYQ:Q_GFGDA!)]-6HP5Z M2YY*S48=:[?1")G4ZY//Q;;B0XU6__=0[<70NJO\YX)D`2))ZF81HB2(H]#S M&T$9S!"1NA%Q^+<;3C0:I9R>5A<.GVS03$SXP(<[;*M"Y5W%0!C/OY$PCZ`: M;;T"GL,T,@^5_-L#\Y`-G$+"EEC1O&&K9W=LB[W#)[L2WXZ(U[\<+M`Q_:\5L]A*.9YB&&<.1+IMS#1A3DZJ\1 MII'R/G0;P*]9'W#./<8L';A)$&E+I6J.I\8KX&<'\)?!0K MX!/S_^&^D>H?#_EF?3NGH5IQ7VJ6?_()Q(G6I*-3V/K\UG0TP$LWS9_:+KZ MG.\N=V(CL1(;^\_%3I0S%\!W*4XQ85*HSW;Q7AC[K6C/]90.[^B09YBK^[V$ M%\Y]OFN&>]WSP6!<0=46>QT0R_'PU.BJT>U38)F"?'19K6)=4G28DO4[DJD; M\\_C=H(X=:)N"3]J->EY+[]VN.2OU.S&FEU>=OPO]G=:`^0J2XP`_\>1/Y$E+2&$J:Y]?:CDER'+C*9:W MQ>IA4Y370B[B!>O]<[MF^BU9LK?>/S9S MR!#T?)\&$4TB+X)AF+#_:)3T0"RU3YY',\/)6&N0>,LAWN@*O9^0SX73,ZOY M^<&PIIE=:"^OB,QIP8J_[R]?00$:O,]7U!6[U[Z"CT>?J?9*@G-#NIM5_RXY=_SNZ(9M)`&4>8G M-,F\*/4SF$&<=OR%J8>5YX).K:!AAFK:K>IG<ZO];(NK+V6Z+9G4G$*,,B",/.2 M-/2]E$#<24ZH=+N?)G&F2U*UEL[W$QO002-&-8$M432:'F?%2I#E$"O4:J:' M>F`!1@_D4M44*4R.E4CT`FI#W4.S1:6QU:?4%]Z52AW0G`$=,HAF"FF39R"Q@BAL*1:S,GHO\)#$_9@1\ME1<1EAP['CC M4##4*NC?3U1FFL+,]^>%F;JLV#O2(;J]KV[S[:6X-KF"-S>[@H_U^KAES+BM MUDO1\OCWV*YRIK?VQ]['736HD[U M+^5F0\L=_Z,%\2"%-/-\C]^]@EBZ1+MZ7\I,U/I&?UK5WTUVT5G/_K4;RM>, MU/[&$7$:2+2W&DR\UC0U(=B[S&S-)72LL'FZ([3Z>DS?Q#R+SJ;,P4)T5'LM MYG2B31E"30*+P$6!YZ8>2(,8X1![(.Q2'#<#R>*^V*W+U==]OMM;DR)(ZJY" MV\_-5&/P/K^VI)KS$3PWZ^V63Y!@7/M8Y#O[@K?L,K`F;AOP_9L)V>\O,M=V MS1N4%5?4KQ./58&9/A0/4I#7L,JLB?_3+JTWD!J\OHB=9XOX_:4.9Q?"O%F%OG7ZZR0<&C&; M/A?1[7`+TI3+AWVUS[6?>EX(=0V.>XW(K!*P_YYJK8W54+%"0D)1E. M29P0G,$T96NM'<`20VQ3OF+"OGD2ETY?IZ>PPS46%_GPM(3/MSP4*>S-6HPL MNKG3E[E7FJUY3`^75S*9XZOZQ/4N;RR?&;`R9DEL3*[@=Y_A&`5OLE3'_!*P M(.<1>5OUD4]^8;%Y@2(WCE`6QIX',7$!9:E;UWB*J27-$XI*3]$VP4XZT+J M^3H)O^RVA9UQ]NE0N!]"`R^[[`[A&M8 M2G;%^&G7T%M)`GZY=QR*B\*";$+?POW%T@V-P,V4C^AVO04)RY^B1BYOH.=% M((J"-/)P2HA+41IW!J99+#41Z^U99;B*H)ZL_#GX$.:;P'OV7&7.!61KKE)C M\@OG*HJ+8I9YBC'@)LM5S+K>@ER%EKOK8MVS<8&BA)`,4:9PFE&` MHBCV6A-"$/F+K3CTNKJR(2E15U\J:J1UU'AAJ?([C$X_:]**`0Z?.W$PY&3+ M4X/.ZG?X.N.%1V>)Z\/7U;N/W".@F2PVCW6?/='W@1&.1!T$I2RAB'P_"S,/ MQ82ZH+/.QU3IUI8W8I)U-0)KX[FF)61)J)]^]5B>!3R(;/(7JPVH+(8Y$PB] MJ_57R2TTHS9UVF'"Z19D)$\+'HLHIBGV,6)Y%$A(&"*8=N-WL]B'5A4#%'6? MMA)@]=N%\WZ>.S$PX5O+0__S=P/O)JX_]:4%)7WIY?3N8_-07&8JR"LZSH+X M^F+V1.KZ-`:^&V$0A;%'8MP=ZF0F9%*Q79T_ MF_C&B-/*N3>2R^#=4^=@8.:;>Z/D.IO(\_S&"V4T`@'V0.1[84R##*1=ESN- M/=="7AUOU`24JV7FS;OF9CM+5096V:_#Z!HQLW&PB)K#+8@#0TX2NY&+O0`B M3)(XRE*4X!`?C$38GH!@PKHY(H/R4)'W&!;>\WP&V47W[@.%4?"LGL^@M@34 MK^>[O*;K;;Y=KO/-Y[):"U._5T*'A4])@&+D`=<'"201@7[D^P`$0>""*)$> M.JQ#EL%Z%8;3:=.Q:.WV`J3^/ M5_GW3;&@F+A)`%,?$XI]-\!^`%HIH1N#05=ERGVUZ=DCAZL?A3Z#;\B4!$J1 MHO1C-)2,SL)CEG.$=!EV44/,-AY1U/X88PP!09X;V':AJ.!GYN9BMVNN\&UN M[TV]-*(925-(V/\B`E"0M"))E/X_=6?6'#>.Y/&OPIB=F'%'J!V\CYTGD`"V MM>'N]MCNAXUYJ*"J:(G;)5)1AVW-IU^`5Y5**A82!XO;+^VVU,S,/\@?$\@D M`/NR4<&.:6HTKEG(^N]]5=8;ZV.^V97+\HFE9FSV,WCG7A0IJ!T'F5QHBD0=NYX$E'**>LTB:/,+C>M$5W$*&1<-AA^9D(=(&Z41)P)9]1BJ#7>58)D655W MBZQ^?*RKQ@A:K9K96;YNZ=89C1*"H]0/?"_S4HQQD&2#4>I2H:.[]5B:)BUJ M_93CC29%Q\$SO9@P`KT0\."=U>E['4E7];)91FR6'V:XYF-K$K07,'8\,=X8"ZL=1DL5IECHT],($(SRLO%$[ M@R2.\*L;)KD*PA4D$\L7S:JE@.HK98JO]!A)$^6UFTF.J!!`K>LV`K(#;;?% M;CLLV=LV0FX2(Y=X7NJD%(78[ZUD=@":<0(O;9@:Z/-G\N4S$!-0=<0885`8 M&"!:1ZY7M7LIQ`@9)!6;"19DO:^UW#920,CV;'9:[09C"2:1FSHL/O/MWS-&W_0+LLWF^>RNF_[/W%(,AS8S%X6 MQ:GCQQ2'O7'F#@9-7;18-$T>YIV55RNK^<.1G]`IC1YY!:55*H9,S[XZWZR# ML]N$_\=?7>]]PI]1S'Z13WPMS[FQ^*/4/,Y_=:/WWEL_=J$IF]*H"&9N4PT( M,($[,Q9#2C=U'C!/3RRGR9T^@81A]UO3D[TJ#C;[['+AN+X= M9"1&06Q[7I91-_.&K#)#"01U"F8,@Z[=.^/(+R"75`04H])$VL&8U#MUK-RU M>'1>H!$::5!U)BS2$4FM_9:#MU,]Y>7J2_ZCV"Y2&F<^)GK4#]AS$E0$KD9/\^W-QFZ%(0$%3N&"=&[ M9MU6R_JQX(\$D!-*(HIA8RK]8!09I&-N6?V:=S=CY>L%W3YK_=SU6LG*B'@C M_-$A^4QPI"646O\="815,V_HJ$A^\$]IBR%%BAQ,8C_#<<),(X0Q'?"8$"^` ML$K!S"03I\XU:#:CHIX8I"82#L:H%YI9G5O7(M%YA49`I$'6F7!(1R2U]GM. MAD(OBH*+P`X\&I#(PR@*:4(3SR6]I8!XH(X@BG)`B&<%;*%$10ZY_:.&2*,Q"-TIMDMD!2Y#B$#D11BY-TL@G=C+4W%T;5O^6-6(XQV`>_:P! M%#+J09AA6#@Y?!R)VH]>W&:KQK M&FD&_PYM.,OE_G&_YB>+6+AXVA3+LEWCY%TY\7A73NR\=W5TY:@-EVB5:J*1 M@E:M+@W2Y*6L\SJ-EK8TR#L3_.F)Y57I2YM`@-;KIY+-5\I_MQLU[AE$/M=? M=]_S#>\)6O`C*@G-<(0#&MMAY*0'JQ0%'JSG6LF4813V+EF]3V_B#SW6FUWY M[P/^_,A_[XSPSV?/SIM\A`)0=:#$$#CA&,$@>.28]?903=ZL/:;4"`8U23P3 M$.J*YE5?MD:1A&'X7W6]^EZNUPO$(.O:'IOSVFY(TKB9\?:EO`R#EK:%+VH8 M<+T?0.Z(:R)&&"-RP%AR60DCQ.C-CK`!+,Y,*`#WNU:\*S1T_!SFFHO$QZZ= M(>0&"#F)0\/XL+C%[#JJ33\`4_\O^WX@4HIA8D(58?``=_\1W&*V"01N9A@QXF'3S<2[(*^D%6S-$EQ M7NNW%!`9Q1`VG8(P@KW]1<75,#4JTPBE],@[$TAI"N;RUQ72$@DCZK;:L;NM M9,8&+I(?R_6>']@QI'FQ'?N)XT0XC0A)^/%^]M!B8"<4M..V%H.3`.O@Z=9Z M]UN]*RPG^`F(+CWRBA%LS?X:/5.CHALA&DBPHV@3:ON,R&< MWIAJ@S>J?&?D$5P)31A;O9B$.`JP33.*AZJEGXKMGJMF81*B*7J85/4X1PB&+'#^/8\Z/D M<$1*XL49O'<2U=T9=UDP,*4;E@M'DZAP!($1:MIG00][_"VU.0"&` MS%@@3)`7>W80D9#8V.695;/M[C7;S[5P*"%G^4/97Y7KLL=/WFH[XH,7.R2!"=Q0&V'$LKW>AU, MQ1YHSQR9ZQN>77RX1>GMA]LOMP2Z,;.46&)/O&F=8(__D3?7ZX!^0Y(1-J@( M.!-0*(50Z[N?Y!%RNJ=K&/II@MW4M5,O"U@"$@:HMY@AV&><"F9,M_=UDXDC M#^7!`I80S!>3ZDEC9@8[.Y^72`P[LKK.CS[2D9R'D)HXX&U//^;/O"35?V`6 M14GHH3!ETQ]FR_830H?D"241Z+1F21.&&31LK]FY);DQ*50WP>F,>E+8<9F0&I*S@0UJE&I[4N<]59>-#&9+NHU`BE]6L^$5QH#JDW=EO!$B3^V;:=NLR'B@,W`)C9*<810 M0D,O\3$>6G>R)(R!N9*DE8FH)=VIK*"?<,XT@73@M.E$M>L!ZJP^X]F3HJ8S M`9*&0%[G4%JD$5\UJJO[+\7F$1=WN^:4C.:CK`]%OBU^OUN7]TVO^^"$%R&, MLBBF.`TRDF#?#>/A"]40EE+IM6P85)\?ZLWN9^ZNQ?V%KBOI%5EPJ>EJ^@)7 MGYB?/^]Z9;MS>QI?K<99Z\C;:U$.I.78,I61,9D)#0T%=[J895#"B]3D)SVW M?4$MI[D#K:6CE'&1D8QXMH\8I!UL,TX'V;"HAB.QPIT>2Y,T"/;I2//DOEZ# M![=!:Q)YG)+3ZPNCXDMIT=O23BOHB_/L9R3L"[_$JT7],7#?^/E?5K[E7_U;LUS?U_OZ!_3OO?I,_`T_M^I>5 M;\HM-\!):>TV>;7-E^T%JGIGU5RC[R5[OVV?BF7YM637*RMKE_^HJ_KQ^;WU MQY9;J"WV&EL7RUWC6[\=UA/?HJ+=GH+_]?KX:5NQ:+Z7NP=VL;HJK.?6GXEM1[8?573^-29*%-O+"Q,TH]1$9.NZY M:9G/JH$F#+_DAJ^!.[R]=:K6M8]&>"G,2&JNJ.1,3'"B$L'%)A2@&.+;?A;5EB7'+#MJSU"HM[M- ML2LW!9\D,**55;%*BXK]8<>WX=L>>7;4M._Y`+JC85X.4A=#/UC- M3J.,HR^@>K7OC+2H/X+B:4=W)O2>..C3K4ZO(+GFLM?"1XF7VIBZ"8HHRK+$ M(8/UR,U`+P%-)@U3OJG&F*US75959X%+JZ#F*ENS+&@I5[*$Q9\),75')56[ M`HHF5+0Z@BNM-W]4FV)9WU=\[]4O^8\^?3O";D1L[&*2)1FAR$D3ZO)_6A=( M%`F!SX1=T_0[6DC_6F^L8X>;W0"!F:X1Z2\7MJZINO24WJ)C@@NEIN:U%Z^! M77,,Y"IBG_BY#]N"]^.W5:+A])6CR'V[(M:WU_*)_[YM+L"RPOV&_TI31:N;ZMBFR-FE MK[JKL%R7JU0_L=#W%7MW6?G3 MTYIYP\N#S-W=GAMD(:S+Q[(=K1M>B?Q>,%LYFX\=KEW\>"J6N[8B>%<C;!\9)=C]G*KNQ>;,3V2LK(:U8^#8A?K1\M:,O6'NYAE,\H&8X8JE:D&*;D#!U`Q2D3F^1 M97"@*:*"F4DZ?8ZW[)&O5JB(*38SG$A'F8Z>>2RWG1=H9,JG0=693/-T1/+6 M;F$ZQ)&IEBY\#T"9]9:O)-45;^0KJB4W MB5V7ABX.DR@F*/;MB-*T-QE[-NQ$+P4[AG.2%\[T7<8>=+-E)2'%F#&5AC"& M''G5+DT?^S7U25OG%1JAC`Y=9T(=+:&<'K"E31YA*GW>UYKYT8:[ MY]NJVZ/Y8[N&A':[37FWW_$ED"\USY+X!O;UFEWT_K9B%"BVA]U)HC#U:!2[ M"4N=$CMT;1<-F5.4NJ"YU<2N&68?^>QE0%8?T?5V8-([(B,`O]+0SX3YUXJ^GL7SI_QF.>QA MA5P[BMP,>:[OA2%%03)T(Q/B@G:W4S!CF/CX;_GCTS]2Z_,OZ!/YY?>>5`7`7+ M/5M&PB.YR#M)<<0;DC?=9Q2-:7Z"8+&(26:[.(G=T`_\S"=V8`\]'EX(.QU) MYOJFFX5[EZS&)VACL(Q@8B0RK14,02"%)(N0ZKA-G49S83I8-.^SY4>9"U_M`%S>^ MR,?]D:((7"?QY3QC$L'7\'IUK@N/4U$N+-M)Z3<3;,C[_\8"G8(0XIO,K59- METV^_IB7J]NJZSM=.)3$*/3BD$8)]B.7)F18!,R2!'2`F:P-T_CH^JT_[S=/ MZSWX-!%9X<1`,H5F,)X'?EG=0Y.?0;L9+PK M-I;GW%C\(6DZ"7S[?3CR2RX0@3(C((8\4])+(>Y4\\:?B8'V6I`1@"FH-Q-@ MJ410:[N5E"MA"YM0QT^BR([CT`ZBU(V\OL>,^A2!=LF1N/PD7:!#_8MSI?-O MJ'^UM9MWE],`;8K*UKVTBFFLWG7U(A>HN"6LZ4RPHQ+!Q6(64`QA[/Q:5OR; MLN>^X+_(8N2QZ]'`<3*"4P_1@QTO1*"=_\`7-SQK.].2`^0*7#(QJAA5RP!3 MP&H:@9'WN.D\9!D+%I7^]=2(FM ME@<9<6F2W$E[?F1F=&1SJJL/C#HS%?I$KYZKR'QG@NRIHS;2!`H4 M7>IT]&KU1L[KV$[JI5Z09@AC&GDN/U:YLTM"$DM^_RAG;!*D'V^6%,DU/6"-G$M!KAFV:Q9T(YW5'5 M1N]06>+]>M@<:OO:#USSK;,6V,M(AFB0IB'"29+@*,IZ)SS;!K6VZK4\(?^. M_;VQ#C\Y?GQ;KZ71J&?&3;W!G<.G`0GA M%+VMGO:[;4-MY]>FS6*1Q`Y+4(,HHTD6^SZ.F,W>9$HP67PK-G9;4P-H'1[XI1=@PF++`\R$RKH`YLX)8*X4P*#RSAA@X%`$`"8G MCQ+`O,XD]0@)'"\*,Y^E@5&7 M"8EUTHP01EZ[ MF7!%(8"W=J96D$(\`ZHW!7O[DQ_\O(;[@OWG]WRSZFR2S(T3&E'?=Q(/>W&< MV7YO$X4>`2WDJQ@RO6[?^F85G7-\"8I[9S7M,OE2GC-J\@KF/5,I"TQ\.E%[ MOZS.L:ME/2,RC:4].M2="9_TQ'*:^.@32)9:OS_Q9K?.)$(QS3(4^/QC"D)H MDMJD-YFA!+21MHJ=J9E5-\YI1Q9,6REB&9-5$5BM7S/AU;%(XKB2DG:>M)(+ M91Q6"O*(;^339''#]!"7V^6ZYC7(PPZ&H1?@R,6^G5`WQ!'QLK0W3*C8N8WZ MK!GF5NO@?T(W]5$740Q-T^H'`U3KVXMFDH-_U]OM]*)D([C2)_=,H*4QH--- M@31+);YU8;Y]:`Z^W3[POMIO^?I%\\3!D87O9R&AL>NE)'!])Z*9C7H'`NK; MH#T-M5DU##3NH77D(G3#0WWJBA'N.L+"2-=HVAZ]_5+<,_";>M]$40E'R*=_ M&&9"0`.!G6[!:$@Z]93N4\'/CRNK^P7*4DR(GY(4Q8$3.\A)DF&YCB:@I3,- MYB9)ZOJC8U=\`Z&O_#G]-KX=CC%Q%7,],[IJ3/9NK,'%N21[@T,RV1Y<\)G` M3F=$HOF>K%@R7VZ.I9LQCEWJD3C)PC1PXRA`:%C;HPX!97N:3!K&W)&7T`FL M+DW%R'8%.6%T>W&B[LSFLV+BC6!.L_HS09WNJ,Y_S*E/-'@CV)$;W:<"J]^K M@;AIOBVWO]^MR_N<+QQN%QDF,0FC,,A0QH#K.%X\]*5A&L`JI(9\F`Z*>A)` M8V,A6)R8P3``^SP.7LQC?BPIH4CSF:%!F0ECC8=YKFG-J*SB.TH5]_S#K$_% M$]^^I+H?J._%)*:>2_GNYX@&=A:ZE`2A':>1;<>)Z#G@TMR,.B./I;*@,WGNU.,XW9I'CS`7GYQ5=??*U@'[7W@3]R)P:9JR66*`:>1[ M"-8]J_P8;"8`=R]$O5)[!-%2;T% M5%<%5;6[#_L0J&PE$=JQ`LE.5>;7+ZDO.XXC\U*BI!ILHWNFNN.8YYXKGDM> M7?(V8B[!P04]'Y.YF25]5%/R\1\L\"6;R;XZK?[Y*2V2*I2(T]+52JV!5%W\ MX;NAZ3MQ$#JQ39@=N]CTVN$]R[9@IY7&&A4RF]1.+K5`5ZB#BHY843O9E.X@ M&HU[R=7I#*0#-YJ7*)[E$B))KOJ6KB.SO925[-AFO;ES4@=MT!WBA<';JSO$ M$0G#H3%A3N1X7NQAVH[KF]@!ZN#0X?0+8(WP'?E3O&%H.,N@_?@T](XA=?/< M(W2-INL;].$,+T7>1K/G\H9]+*+DSW"V`S8`VN->+A;5>Q'%L4<E!DS'5$?1+E_UO;@M*N73G*HDRLG4%.RIJA.`.CWG.R]STR-)0]EQ#5_U9XQBF/7I*[K^;Y#&0U(FD@-=#4T>EP MS=;.(X;M>J$A;D?$'F%V&+GM@#1R8;JC/,HTKT=7Z/5,&I0@4N$2E!G23.,0 M"9HU%?26E^LYH`%<+D6$AAMR.>LSF!II$?J4%_L'^I@6?*AFF66+[[-#U[!Q M&,0!]OW([T8R+%`9O<+7:Y:="A%J(*ENLU18D],9S83!!`;*E1:%>#9H1XA9H!Q:$>112/'CX]K)EBO(?BW M:]80`0@UB%0E1($R.071RQ9,0(!$:3H@>,9'CWRH<[<0]1A@P)O3?L.HD*H4 MC0Y%_M2E>:H&D+NJ>"W9-LT7FK%#:L0TC",:NY9ID\CVK6[UX^/(E'O[-.J0 MVE]%U4A/\IJOP';=*8#Z,R[M_9(T&]\PE6J(IDLF6K[@=!;"U2I/1WO"98I0 M97FY$!ZTT+J`LM3Q;CG$#XF.W2#_OTL;PU0L/S`L/P?>+S^!69CMT5 MA#$WE-KFCC76-*FV=RJ\!4Q4X1RGA!Y`\?7P,36[L,BQ6&+'.)^@AV`=9Q2D MB!YV4*$CXYWP,":-"X@,HYHC=6A!E2:I>!!FSVFY3S=M-`H.)1^N+-/R2_J< M[@[I;1#[CH5=-R!N%!J,.BS$W>;&=B7;W8TSEO:=10OQ9.5U1`F0JA%HO1X! MIN43IO\=D?0"D:C!-RVA\LH_+;%JNO_J2/Q MMP#!']&87,A.L0'A>2E]Y#B5X(1-I!$/>O``=AQKI276-'G0F6Z4/"V9)P:PZ3S32O[4$W1?Z)ML?"NG,C@Z.Y4I79J(7EO-I0:)]CAJ8 MJ,6Y0A7251<\*K`3QPAY%GLD7H,K%J+0.BS+M3_'0_61"S=_B+/OV[2^QOL6 M6XY-#!=;MDT#[!M!3,/NWC>,V2!9!(^FNV!OPR50!#8Q:5G^^'3@7X*^YG?[ M'TEQ5H#0`!^LEG#&%452*]G#M?$(K^G\.[<Y_=1C`?'CR"=&8!&CJR(Q"&@[+/F5VJN,9Y@M5Z<$D)N%//=0U!=; M7P"-AJ1BUW43^68?U5A;B"ZHXW^;:AY"A'RTVV[S M'PFW+[7@1B6++ M9DYDVVY(PS"FH*`XZLBZ8V<##!V1K5!G`?2HSKBZ(L! M4SMZ*>%A]>7D_=&AE/;$ M`(W^68C:Z[3P3>MTS63*OS+ESUO*-QZ;K_M\_==-4GPNJBOA-E4_NAN.ZX&# M$F\Q(B^T&0T(#1UF&;Y%VM$]$H/NHQUI2.U+^@8EJF"NT%/2]-%$/,:B4F"$ MOBP=B6O)-Z;3TPQ\;7K.,,?(9SFJ43;-,V^$L/9SK>?]J11[?2]1QZ5_(1HY MME7GKU-UD*:HA=50)3WL'_)""/4M<[W`=0)&HXA@P\$QI;@=E6+/5M=`\%!3 M:U_201LD>7!*5:1.*YL#):[&AJ@$GQ/(VCE3TG*F3/$B94S=FE[Y&DC2(-GZ M?-B7>[XUS';WMPZ)O3"@9N#'CA5:D1=;M!W6MV$U(D/'FEJX\B.V$90+Q*JZ M=.DB=!SM^BQ#Z63B=8(&J%XJ+"]8OI3,D=`O=9H`35`>'_/=9VT2PAJAJ(^C/R_(H0U>;@UB4C)/-Q&)P(3<*_[F7F7U<-27 M81N!V84(U"BFO.F/,A8]ZL)T*H:,A4888V:87AP[&!,W[A)RGF.`+@P?-)!F M:?J:%J+IXNL9IKZN&L:IHD;IHG.X2*UF7$_UT031*15VERI42K9<4RIU@M2E MZD-9'K@RX@B[C&'"3+[=Y+M/OH#K4F5\\09JJJ(ZQJ1KIZS"-%249-E3U",- MQ(TA11^N<#>-"M4H(`($I'.IV@,UXYKL*-$BK3C?BC0I#\7+R8"WQ`L=XIN. M&WH,1Q$F-(Z[H2(#E&I2^7[-2M-":N=-]1(0>I1#B3H4M M+>IR@9(>91E"X$)499`)^7C/$U!-OJ3"ONIZF2S??;YK;LH3EVRTG7B_Y2S? ME?DVVX@W@M_2G_N`&_[7K6?2@%@V);9-S3`./=>Q/8^:7A#'41B`-F(:86C? MIM5W!7_8W>7%8U.HVL"OCWI?OBD/J%XZ_20G<@MQ$4P+7X,6-7VM:\0,/K8/ MKP[J'Z&C__TFC@8@80*J;)BZCXPZVSTR.X$+%Z+&4UB:3SX_H"T_UP_IYK!- M.RSUW4D_J]X(6W8H]UR.BI+N-N(,:'4$M#Y.&+R\ZDHJHE$U'XZ(39>YGD]] M;/MF''@^\V.K11P[L0GJ&3H?3-VQX?#TM*VZO";;D\:C55AH[4)?\^VA$J>O MZ:LH`NU).J.SY0+(+^)G6(!IC7H36EJ[.D?7=_R].6V]0M]?7C>EK0R;\WO6WZ#*5J(%BD` M/U\<*YH.F^E-BR\KI"%FS`QMUR2N9=O,8]40IN.0"%:[`OG>:6:[6LMZ$#^` M&:^!&J4Y/T\_^A,*KLU[(%%+FOE0Z)?FOI+YTK/_S^1G]GAX[-I.8T)]'V.; M<+?Q?;5KA[;A!R[A8YD4=-DD[)LU*T`#1K4)-)`E.1701Q!,!^2YT:($KVCH MT0(UNA:B!HK@\S&>&*@B9+N30:+8BUEH8,\D,69FX)I!4,N.(2X)!ZT(8-^L M6Q%J,,J*`&-)4A&T$014!&EN]"C"*0U]BJ!$UU(400W\N2(,H$`^&R[>HP9) M61_]3G=EE66E12&6)R)'&[P\I@>G.>`N@OWT72-&I->C$')'P//U<8Q*J MS%G5_X<:LU!M%S07/JFK);/?2_4R,-\]M8/UY+9'=$9?-GL.GR\D,LQC^WG& M>CX'2,>E_TFS^P=QZ\AS6B3WZ:>#"(*?[^JRGR\<0I&M]\W1L%O'M`R'^,3` M-`AM0F,G\CD&QHS8/8.N"PXFE'$)DCU1K\<="I%B/;?D$#S3TKM7=/MMD MHISB.?V:K@]%ML_2,OJYWAXVZ:9N/R9N?6HJ=**DV'&U*-O[3>BCN!KVUO:P M:`MLQ2ZECFV'S(F#%ARV0U!MRS2(="_JA<^:M5PB`F-5+Y>=?Q^:EJ&Q;]?.+"&A[J]IBWQ'2)'9NN%SHV"4UF M>`9N$1+'E>K/,@,LS4&I`;5"J8!5"\X3)%DTAZ?Z(\7"G:20*$)!?Z(H:!)% MS>=>)8I08Q&J34*M30MV[R9?'ZIJW^KCOZB;7QDA[>ZFBP+B,_E1!'[^.93L M=H=DVZX'G^I+W841OTL'?\Y5%=%-W,3S\8,?[[ M.PC+NG?UAQW?$5?SK*QZ@>X?DET#GB]0UF+^W:?Y'?_1MZ2X3^O?_:_M/GM, M]NGVI6Y?DFZ^OZ2/3]O\)4UO"?%-$MF^1T)*`H?AD!JVB9V0A"[S?:DSP+^F M95.\T[H6R;[W1#*^2*FI02?<-"U@!3NH6\L<"1(:RC^`:HZ:B'AD";4TB8%; MHL:,C(MS\AAKI\49-?/RZ_\?6MT/[8@KPL49IW]1^2_P$(^RGIW:]:I+XL4^ MHK_"JGJYY$$6YLNU0GYM_[FX3W9-_X_C@>VZ[=,-EZM6QS[?Q=DNV:VS9%O= MEE^9%6;E>IN7AR*MCKCQO0?EV(P@('84!)&'S0`['!W_FX6N(55Z.CDHW;F[ M$UM6Z)4UU2'94WN$''<6H:-)Z&A3A=?7[HNUKNP5>>I&6=^I>=^ M_?SK^U5^=;=8_ZHMS":?P#++J#$Y?F<%-(L;%[!XF MQ<6=\Z\H27VJ'K\EX\_RH:/%H.&42^5&&4/ M?'/UK4@VZ4U>[)-MPN1S'!R__F6[NL]W]EW1;/5?E0_94[3R8 M9S&+QB[W>^C'ING$XEJE&DWDX0"RL-<$0;-6-[#0*2ZUA(\N%\@MN1?`/DSS ME8C7LCY6HZYG,:S9%PM9^>JV,I_T`0?J[87AFD6T%3/+=WT^$K-BR^8C!]TB MVHTHJ/>\^BBSJ*9:]F(`E7+2.`V+8ZC?//F!=_GID;CAG"Y$Q48P)!_[<8,V M%$S*AWB;_V@&;N_$"GWJFL0.7(<&)**&ZUG=8%8(:R>H-(+N738'A00JU$XF MQ2OM%/F3$Q_]U`&WV@JLZ6DF>(F8'L491N1"U&:@$>=M!$>@1%IEZE9478G$ M1T&ER"&*19;AF%%HQ&Z,F6VZAL,WMV$[I!];(*T9,HYFQ6FZ<7784`M.;<,X MB%$Y]9F*3)@&J?.H18EZ2.K1HS&H78@JC6)*/OZ3-XY"-8NOP+%]E]B1Z0:& MR8(H"`/6#HHM$W3_YK"1YE,IM0W:0%X'*94&2D?3JGEV:[U$P?4*2/"R%0MJ MC)QF*5$DK5I=L\_HIS@=T[8](!:+'!H9`3:\P#="-P[\=C3/(Q0B5XI#:-:I M8Y?3!I;J_DV503EAFH`\F"*I\*9%B2XSTR-!`ZE;OE/ M[_](=WS4+=UMZ.8QVV7EOJA2ZPV&LGU9Z?A6[!I&$$34I@SSO[KDN>EC#+JS M?-21-6M3`W:%&KC5$977@-O95ZK*ULBND%.S^;P`$[F1':#G2G`(ESVRJ,0\"=ZG7Y]2--]A6A3%=TEV^/AHC)XJL.(0`.2DR-Q@CC!#'MK#M>;'#_[W;V,21`3I+I`O#I/&H7*$..3J% MCH[85X/.!VESE5P<6H*7A@2641VDIX)1C>&^$D;-/EM(A-!NYGD1XR2TREY' MNKM_2+(O>;+YD;Q\V.WYOV??MVEY4Z1/2;99Y^6^Y-ON,K_;_TB*-C$5A-AQ M'<9BQS9"G^^7J!MWY04>E4I,ZQQ?=V:H@8T:W.@W=`)]A1KPJ$*_JM(6K0$J M9UJT>:E?NI?B(Z%_$-Z`K(&?WD?)%C1I])7F'H@IW%X+F%)Y8P.$H[2;F MTSW8X$#9(@F#/Y/BKU2\L/F:%L_9.BU9_G&_:5_;N`QCRAS,8M-Q_9":=E?B M&UJA`XN.(PTZ=4@,_RUY?/J/`'6@48L:L1QQW.IJ.Y8;9,/?#!Y0B7DGW*-% M\PX-;3/P/R2>G<^!@I;>$7ZY#)? M^IF#!0L%TO3<2'.)EYYLU#`>%Y)K&FC$^:TO(U!R??F;9KIU`#,NV/-LF@>.R`#/?L[KB;9<8_5K"<5'%3C@;T<5B+IROI3,S\P MU0!1TZ,79;K^_3Y__G=N72T5_`_G"G'!\DN+E@'\S+TN&0(]'_YX`&9^_>U- M!IJ$)O:XKXPH#@S?#C!FW>K%)H[[>PW:(6E'B9JY((42/M>J)).U_`/<)L5,GGAK13 MII8#.H$ER9Q,@N>2L>\D<@;Q,K=P#L:?C_2`@*]>^[X_7DE4+<;,$(>1YQJ. M1T+?"FQ,*.F.BOD.J$17X>MUER]Q1"?=T51O2X.S)I=TT4P83$VA7&FZX.R< MD;[*'W7Z%I)H&6+!FTO'!I*AJ"(GI3\48]LD)`XB+XI,CYBNVQU6".T(=!!4 M>9!I%65@M:,RDRKZHHG$02HSO5'F1BY.H=TE^7% MIWR?EN$A_90_5ZLF[F2G63\Y#G9CRS:=@#!J$MNU'?.88C*E;OD992#=]0P5 M/E0!1!PA:B$B@5'I'?I@:J]O(R=E%29/2R044(@P);&*Q0=#"98J-+C"PWO% M!6/1MX#]Z7BVY!J>+X#6?TF?\^USMKMG1;K)]G&RSK;9_B7Z^905_+]^V/'A M\?]Q=W7-C=O(]J_@[295SB[!+Y"/(`EL>6LF3DV?7 M+T"*E"Q;$@`"%'V?9D;VJ$^?!@^Z`:+1[2FZ/D4!C2$.,S=-LL`1]T2TYGD) M+76]G&F;EF>`'BIHL8(.+.C0B@M?!%X=\3)*_OF)X5*\J\T1'XAR^:GC4M3K MS2)&0R`SHRC0E:B.:_MCK=IWV5_;0M'1O%ED\QT$> M\7$:98Y+XS1R@OZ6C(AD2LWZAEFR/-/T^P4=*+W5U(%LRBU\C$>D:GDA29V= M+C"G6#FQYF&&S8DL?!ARYK"KBT&*%#ID-3:VZRQIYD,7!M!UO2@+?9IQ&>R- M!)'4:R]ZWVQ]D>.AW9#06V159$E28*P1I"LHEUE!?<7#*0G1XFLJDJ$'_DWC M)WT*)"OEFO%??,3E(F/?V+)Z%O:Z]_NW.1)*7(=D81A[%$*2>%GD]J?.7)Y` MR9?(!HQ9KXU;C,V1S#V4N^,M6O69"99E:N&1"58M@B?+K4K1.S+'NM7N<*[E MBMSS=!RM;@TR.8FRUJ0_E:4AIY@O=KDIGO^U*;;WZK:7NL,`4>B@B$9^$D5^ MEO7IJ9.D2"5SU+4Q5O&ZATNO?M4F42ZQ'(,_-:77HLY*LGF$FQ-IYU`V)Y*` M#G:C,CO(#.B.^.N*=>\(I&D:):F#`Q_2@"(4PA!UADD82&W\):INF0A*H-H4I:WVA1%FOVJ?C& M%KON+[BNV;I.7C[G?U2K=)G7[5(@B3U(7)YV!QYQXPCQ#'QWM-YUE93.I%W+ MFM="_:G!NM<]";1HP=T+:/""!K!>8F8T"G)2>*D`J(FB6>ZM**0"D2>TTD8X M)J*:5ERK[(]FK5 M,SWD'77C(1DLK=:C85)>M0(QML:^QZB>S@Z*S?2U=IA[\GIK@$;Y7>1M6\*] MYJ>)'TJ);>= M1V%1<0M:CT`[V]''^#FU-3V8TXGHE@%'#K>L#5$C?\/D^I&MWHCA]NT^+_6B M%-,L0)"Z08:1UYN,4[4;WH;8L:Q'#;1WRC3=&R>',"HG2F.1J29+^CS:N8'R M.$DGM,D$M1-1)R.N'%Y(:8P>:87Z954]L]7ZY1<^V,3=-^2O3=$(8_)RR[^I M*8ZY84J\@%(*`WHZ_3)CEJGE32;L65:L#N(5:$`V;RGT,*^`@*FWHF>$ M:SD-&YMF-2TSP;`559.@[82ZF21](BIGU*7*WA@UI7K"\+8\#8+(AYZ?\IK4 M#Q+J.P[J3<.84B.JIV!O"JJGM^1FA.V!NF>):`NZ=YG5-`GB=)1/@_:I*Y^. M2[+*ITW7<.7;IID9CBGQ/1@23+S(=S,:I'TA3%!F1/4D;5U2\73KT\'\#M0Y M"]0:U+A+5:MGZ-)1-D6BIZYJJN[(*IH630IOXA5+<8O?UDK$+<1ID!)Q_5"" M$+>2[%;QB-+5"XI?;?T=NQ:-KBRI$B6G0A8Y4A,=!7HLO1&W3\3)U]^T&)N( M>NBB?_-BVP`2I+7A4(+\.$.>0P+/=T,2QS[T8=^#-/:PTGE2U>^VK`Z#LQ9E MKN3TP29-:@)Q\0Q$/N/0)6TB&J$-OS(S=A0.F-ZL'O*R^*P[>:>%F5>SHM\V9^+KW=7PW\J2G;-/ZUG<0A)&%)$29:Y*(Q< MU^L;E$:>+WT%X>C`;.\![OES!5YYU-0'^SZ!ZA[T7H&=6V#G%_@J/`.-:RK' M,<>/]VF9G'RH%7*+^=[-8&'2K$>N5WE9;ULD2W^V-1K`8!NRKGX)%_>5E_8<[425UBF MF]6*E?.7ZW*^8GG-,M;^^9]55=N(^+6_F:9E1\4L(4M\+TQA5I<=IS">Q\`CNGP+H"O5N@\^L*=)Z! M'SK??KP"C7M"P[B#BO75N+&7*\ZF%V^MK.,2,;92(9J,QXGR\B)AGTAM>AG? MJPD\=PI5\<\;46_?W'?'3[^P.0],/4L<-W5"3),@=/A7XXRFN)L6@]27OJ1, M]_LMUZ@M+/'HWW6'KE^.L?Z8^I?Q&).ONL9@3J]X MTF%0IO0YXO&1"F8H/Q,H1`:[4)D;+HIE06?NYIFM\O8"^[8%X@Q%$4H<&-+0 M]6,80"\-^_:_KA4=`T]L#>ZK%=B"!GNH-9(A M4U&0SRHO$`!=G?L@W*OGIQ>(P="TU4PL5%):.9+.9+J&F9Y0`FS:LW?R8BOD M24U2W/)ZE<_7MVSU-//\%&,$8>I`Z"0TS,+=9:")"^GL&UO=53*3D-+7JCQ= M^PBD'ZX.#>`3U)."?JF1K*W1HB?%DO3(*.R^9T?T M4\OY":BC'NYJ8-1-G!)[?V#38`++XAM3718PPJO<`L'8E*I)Z9G39RU&($!.Y73& MCK832P@F29_(8H)1EV1/:FC39:`;WI[M-.:"BK`?PBB%2>:A;.]Z94R5SG`8 M,6A9X[;MUI9-N[5BU]XC%S"O=L)WZJFTR+:<\(U.M)KRG6QI=TGED^'MA/09 MI7TBVF?6)^D6==J$256N^$GLZ/^S?0\MK9Z>-UPJNG94,Q>G81`Z!(;8"4E` M>(*Y>[?=AU)IG0$SEI5N'YU8/.KP@0Z@0GDWE-#S]>^(7*J)V91HE*^;1Z13 MKY(>0*M,=7W:_R/UMB'2)E"!F_*D,CZB%'/8-'\NUOFR^(56)0T9L[]6NA1B'R"L\XJA2Y4J1<'FK*J!U3,_I@0&*8P)=FGLT,RGO;60.(%:JJ!I MQ'J*L(,D'J]SSY11_B2ER3YQBI(D`($]WK:0QE:B=WDYI4##B)R*\@STXE!Q M3)`BM<1$N8G?\^6&5?>-T:K\N2I7;+Y9K8KR(>XFGK?9;KL5TFP[ MSGC=#GT8.J$7A@&F)`MAU*^51:%2#6W*IN7YX75>>KCOJIJB&B-:+F>]!,=J ML\1K>M^Y16Q_VWODS%:2O1.IKFG^)Y+[&G>KLCML%=4P8W?KZ[)>KYK)F.9S MAI^J3;F>Q102'\:>AQ/'"1!Q44I[>\2/5>1/VXAEO?M4E0\_B=<7^9/WG2U^ M^I*O&<\EUJP&15UOV.(*W'.PX)N8J1353Y]8.;D;A5,U?1.0P`X3US-!7@MK M9#D[QLX)_1I,Z$0$:[@?E>&1IBQ)J^(;+PN^L?_D1?E)M'4H=Y^)39408@PI M2L/$IUP$_31#_3:FPQ&I:=-0:Y9%2L`"/RPYL!^;Y@L/9;.UR#\LRGGUQ$3] ML^@!JR9I!LB6U:LQ>585K@['%6CI_M30S9G=_]'X6[=G23NI9Z8(GXRP&7/H MC<*9I4KE>,.LGJ70=RF)7,JA@EHE!E_'^LP4KD;WM:V!P7XRZL3Y53 MXP5&3B@O'1,UZ>S0MI'8X7V=!W:0P0[S^,461K%4>#0Q,NP M.-/KI)"GP=V&%R`G=(MF^'S!OVHVQ1/8&M M*6NN5?9'JLI]#.WUQZ+2)^W+C*(>26+BXL0A"79=GV9N$&:]H32BCD*K8WTC M4L_=X'[%Z2/_EUB1+<%ZG\W`_+?[7CDG]:;Y;JK4JN^%5W>9['@A[V_K]BR.=:_KOA? MN];,'".7F/^K05FMGO)E]RU5^2-8;)K7'?*2?^%<0!'_XC\NJL45*%FSR9B7 M+]T[T#VLHA3;[.U34F_FC_MXQ/'WLN+_543@[Z(6Y?0]%\'%OP;>._!>1(_, M6<.B/X&9::`#E:D'0?4D>K5BQ4/9-5AN6C+G30/F;E4L87RP,]%BV8E1&,99 M3""B29@1)\WZW4CD!2KSCPWSX\Q,6\1]^W2PAWE_'?D*W#7(-7KD&XV)W/K3 MZ''0>^/.*/=VSK'+$WEBJ_\\E\P\?T MC/C8"7U*LBA$?A8D`7)]+X,)C3*(20;EV[3I?;_*8ZEUP&'7#+$!!CID&JTG M%9D[GY#;ITQ-R;925:',3.!9'6@`^_T MPAQ"A92H_L+X:.!#Y8'=W-]6ZWRY[;39;!^(?3^>SN%RT23/7MX08+< M%,$D(&Z2++-FWKHD[U"+QZ5K1=ONVFU!-]5?NS[0X5:2(3MQ M.:_H%P^(XI;I+A)<]!O`?3SHJWC@-_&X>#3DYXR+1T5O2GG]G*R;Z*SVGY;% M_M/2K)/TE^.P>N`RB0YG1R8FJ_1/8-ZRZU\UTCA67*+Y=?[(%ILE1[*]]Z"_ M%NNZO!<+A&*H)R_;'][F=TLVRP@B?NK[#B8DABB.W,P/8XH#'&'BQTI7O-NP M;WFWNH,LGN8MKKV;[_9@7X&[E_XWOC;856^,MQ(>N56;2T=&;0JT%!0KRS@: MS)Y8SK$9IXDLZUAUL1IOV"M4)-OO/["Y^E;,68V_%_4LX.8(28E+W+CIG^&B MI+/)$P#I5X4&&[*MMMM'=0\@2,03W$($7P5(E9O+AS-[OGX8E51%H9P>G_(5 MP*B\ZF7[[_%[I\"O3%)_CH8C";PQ]B:0K)OSI;(PO`P)?58]Y44Y2V&":8!# M"DGD0!S')',ZJYY/,A-2+VGJTF+?PC0E3[+\#A-\"]0:EOS+L&I&]BVP:TGX MS[(\5/I;`QKBK\CAQ.5?U1O)"4"+)*DIX$M1__DY+_,')HQ_9F+38Y8ZU*4> M"2%)L\2+*/107U,DF$@WD=+ZL)>+ MS_GJ3];@! M#M/:X<1*I-)CJZ&"<>32GRO"@D_1SC)I[2CJ4) M@R.MH[R[`P:^"IR@`:J\'VF$;U%"=Y.[2>:I'TJ&XA& M?3K<,31/F%26>^Q5$59OWR?ADHL1]$,G07$4IF[F^Y'7&74\7ZJQBQE+EO4N M>_L&U?8-JV')PEG'CV0+Y@B;0+I@T)G*QIA231@V=S7[:\.?6,+MK&M\5S>7 M3L]2#Y,,0X>@Q'4][.,8)0AAB.*4A"B6GK9TO]_B5-5#`BTF\+5#-?KD=(2= M4Q/24$*G,@D-]N-PXC%#C/:3<\N^KQ/NX9^SD'@TBRBF"4ZB)(B@CX+.H)]0 MI)1?:UNQG50?/D6JN;,^?7K*8X>YP=(C8($&UZ7%IR=(07W429VH_&@X)2.N'+9M-T:/]/-$[N_9O&V, MM[4M^I5_88*%8EDT)2Q>4\;9S)>_KO/UAK/^\NJ79Q0G_"F//1H$091"ZA$O MZJ"ET%4Z##`&'MM)0H>J>5@%(L4L8928R&GAU,*AIID]>K"GGDT__M<>7(%\ M#;9.@%WX#O[3%=B>VAE9:@W$X(0DCQGAB4CWJ"Y7EWN@+$P%`A'#Y>(3C^&R M_SU6S[PP\ZB+7!PBE(4A2DC:8PIC-S0]!V@#&4'\V_WV!AEH0/6=LW[[UZ__ MZH5&Z$K"2G9?*->1=D-E;FH8)4JVYH3#4.Y^7T1TNG/!,=('3@*#8_F!U'^X MKQJR;XA@J8TC&3S;+DCWF&S[\W=5%R;_'*>$!D-E=5>3JR MUVJ-[@ELO=KSK1IAO%HH0=K6S==EQNZ9Z#C+?ZF]V%!<_=K63\ME]7?.F9V) MR[\]G+I.Y"//R1PG\<,69HR(XRE=:S,V-LL36X\(])`L%"%&@V6N+KE4G&S- MD:T_HO=RYU'SNZU/X)U03[E^40C.P)+&QC#X0%6.%?#O6JA/8O#(/1"%Y$`4D)]Y,?([8%18GP!;!@:RY-+!\K"C#(P"N;F MD/$"8&O6X+4M_V#-;2S;=Y>W-]YM_U_7ZWJZ,\7)$`R<&\R$]P/-!H8Y]>`&FN%ZX-ILIZ/FLH\@%!C MV[W73\_Y?'US_XD]Y/,7_BN?\[50M%D&$^(3E!`290Z-?,<+:8I'X)D=A]YE'C9WE/6BYNI M+>9C%`[8;AX6+>'>LI+ M;H<,#UQRTP[8!UIRT_=18\EM(*$#:H=9XB8QH9`Z$0G"S(>>#_W.$K>/9LWE M@+K5P=FO5Y++'HG&\WRK=O1Y"&.Z&;Y1L@SIW@AT#4W!C=)F.,FVD4$KYJTB&7%_OS?/SLND=GB]I4>9_U?L.[&?>@FW3,^UQV5TNB1.24!)$48P10M@C MW&AGRHE"HE*%ZWR_Y2)[_^+63U7Y\!/_CB<@@((=TEKS^EPM/N6*;=M4*DX% MAEBT4C6_0]6)HG@(L1.I>0>Y4)D;9PJI5?HHNN^RMGO_%_XW_K\>_UL5Y?IW M;G:S8MLN_AF.$'$)S:B?N9A$&?2<7OAP*MT*P)0]R^JTA;F]CP)T0$&#%&RA MZMS\88SO\YGL):A64Z_ILRR?R%Z";;T\UA3K,HFL)"M'\EC3G$X@C37N4F5O M""K=9EL6U>KG:LWJ;,-N_^;V7FX?B]6:L7)K%6$GBATW(5GFP\0-`Q^[G57D M(.DW"@V8LIW:-@A!`Q%PC$`\%EK71!E@56+%8UQ"%1/<0RY;?*`#^#_VKK:W M<5M+_Q4!"URT0`80*>J%>S^1%+DH,&T&TW07N_U@.+%FHFUL92TGG;F_?O5B MV;)C.WR5V=W[K=/)Y#SG(<]S#@]%\EJTJCQB.RF]>CFAFZ$'7%MZ=>M=Y\^U M,.RQYH'JV_2F)B0W0HE3Y0>W-*UX5C= MCQ;7)J]J:;.HTZIP0Z":FNMQ-T%SXJ/$`UFF='K9I-!PXV*C0I<6:>7Y7"R* MY7.;W#ZMBV7YLIP)A)*(0A#1UH3("8=B,$1$G,Y>B_5]):LZZK]?)5S&4*2C M9@LD>)Y_[Z)F.5\4P9>J?>MJP-KV_YJ)#OKDK2A#&I3*"9!;+M6D9X\EV(*9 M6'#>D'%!:O2)\T1D#!RH;,TA96'9QE=]^Z6+HD_S[UW7-00LAIBA),M0(C($ M(H8&>UE*Q6Q5;&2U1=.$5%C@/BP&--*1(>8/1?`Z?[KT:)YEQF3EPR5=FBHR M0&H5MU\I;5%-+B>GR;FH*H9\>B,NIGZ\T1@KQ$A+#:N6R[+_"I&L%@<'@4\\ M`H,Y%V%*TXR'%,.$DZ9\ZAY58J!1NTSV*V&[1AUN"NQQ=E?/'-Z4X,,S2$I, M7HA'-R/B29`ZJ>;UG&-7(-!5.]5'Y*RFGAG'E^5+=P]2=U2CP?>\+AZ+5;W[Q+@]-==]";.'E28H@F$.8<12R!/&0H3C M&.4"\`B)5.J[E*FP3/A%W-@JZ8YPLIAI8V2:C=V.J MVI*<;#@=-3)M#,#%MN>D(^Q)-IG:ZS5FOFX7/]E'.N_FW[;WC MVYMS:UY3@;C%\G56W)F+(HV8.9 MD$#%IDN/[.!QURVXX(AR^UZNG8*:D*NG8A'SJJ=F) MUZQ]4;7+W+VO;9:X]TOA;#EU6N>L4J9GSPRFV9)GD<4)2G%892FE#`^ MF,4@5VK[FMIRK'##8\2:Q9DV@VK%V13D:19G^Y=K?9&QF//LE7>;N MG"G.[-"D*E>[BW".K"81CKC(":$4492&(8KP8#6+&)>Y_\N2*26Q4K\+[*[] M)\$0>MT+)NOJM:S+:J6G7]J4*LG7%&SJJ=?HKBM/Q.L,5^]KERG)?DF7L3>G MEKV7/64PX(!`B%((LC``%),&FM)PRE,1!([5B7%9/^ML5L M<2JG8%>@4TW)=H]3#UTRCR1-CKP+TF:9?4\DSK97;TZ,.2!-6?(.%K;G,(`< MQH`Q@1OC"U:)AK]MJ=BE6T\')V=54P^,NFX>J*$.EA#9: M'1'/%-*N;V=TT@&!Z@5BOZ(^:YV$,8KS9A'-<4AC3'(,>NMQ"AI`6@6BF4D_ MVW*V^%0L#J>C4KG2M>%8LG;Z MU-V.LH^U2X<-G<26>DR9,NI)+!F[4=F=:"I76&Z/051??GV!/LO`SV;@:=GT'GZ$VPL$'ZF4N\_P+S0ZU&NJ?$^/"Q%"XCO0O M-$$TWVGQ9Z)(79'J=D!.U!P^30,?+F?UA8K*ORC5/LV_A]T>\FE*MPY0A_&V M1T3:M\/*S?@``D39*T*>@@SU'"!V0"9DJ=Y`G@.*Z&V&/SIZ(.RM56 MFK9HM<_GNQL7N1Z-9T-B6()\N.\RR]B!F\.!N@D&+ZY_TM*<^PL+V`D'UI.U M[I0>GSVR/Q'91AE@G+C&R"3RE,@C&$8T00@RC%$2YI`-*!$ET#0;.(3F.#.( M>;GN*M1.C8KYP^.!\/15;L#K3;GLCH`W_RMOOSAH?OC?UO.F#/ZM+E=?&R&: M/_SQH:&F@5$/_W9?^/Y<+0K5KS^FG@+ZB<>3T;>3A(Z6-T=9R/I:QEU*TA\5 MQ?0TP?![G*JF\%XB;4TV"$I-8)G$>ONRJ3?SU:*14;):\&_%^J&L6X1G,BZ$ MG$80)FE*..6BQ2X&N"P5J6H#^!H873=_7Y;+^?I[)VUC_0I&?FBTY:XRFO*] M6M\'4C,_W1ZVW\:>G1_=H/$N&+FGMWSR:R:H-V=]GQ&&C=DKS@R5CJR#47BG M&WO-H$WM5&DYT8:\_++KK[_MCR$?]X@;JJ0[R&C;^>!MN]CJD,FOU*\S4_Q%?&V&;%>MP+> MWXW^U,V"]@K#,U5`^UMJ^OU3(PQ'SD2IR"`'-(T(RO,FV>?QKD&199#JY4N? M/)CP8["#54*+N/O(\V0'=.3\3;!W_Y)(=[^Q#NZ_!RT+-F]$]VFXE).U3^"G MR>+>3C/'.7["D99*_C[./.^J`B]).ELN>(E6YP/Q>E?W;-^-F[>[%\_%NI&* MY;P9PY>VPOFSW#PNY^L_BDTSKHNRQ?LZ;&K,SVYJX`P"+#!C)*#WMM@YVZP\S>8V_\P^*IS M1N6[\;_*=-%/\?^<*>=GBLZ'Y'^5&6.V:V'93X??D3L_)O=A+GBTD^$) M(2>_+/<"F=GYO(/-F&+]6C[T#IUJ.!T7B$`PFA%.1)A`A$$""0QY$A/4#'53 M(YHJ7`ZV2H'DW3@;;EG\/QEBLR-RG@RU M7@GS=ISZII;MF>#@))P^[PH'WR887*]JDFD]?^=8VV3D2U49^Z=O.X2?B^,8Z>SB,0J91<;=GXTT M?_^O8EW]4NY,`PHA$1C&,$0(XPQ"*@;3O"D<+):8M)0Q7C%O,&-ULGB)A MC+C0R1@Z5/J>,K1\DLT9^H3))8W#5?ZG=?5U/5_VYN]VAD.:89SB]A`7R>(4 M`0CQ8)@(FBHLP:W8FV@M/HZQ'FBW'`]5M,P.OQ(I8W)B%?/%&4:'E'&GF2OL M\*N0*";G63-+7)S!MC*%#!GGTH15(GW($78=JES-.=5S1D?9J3=.7C:/U;K\ M1[$@R^IEM9D1#!@4"0E#GD5)GG&8[:RG-.=R*<*R4>=YHL<1S)^?U]5KL>CV MH$<+C>'+3.7+#2UQ?CEM7)%LT[7&H&5[D$&/X<21>(&K"^%G@V%/8LZ**Y7]"6@27=UE MD(/%]F34ST43XXM9F&247TL] MHS'&[@[@*_!KVC)RRK/=GI$*W_IMHV-"E/I&VFQZVSC2]^C=SI$A68:MHT_% MNJP6/ZU$U.XP6FD4 MJ3)LTB9R2*VM)E$/L;VZK@/I18OHD#;E!I$FZYX4QW9]DFH.&1%F4!SS;\_E MNLO"/U>KS2-9+?ZSF*]G.4$0ARE**21AR`#`E.X^_Z$P-RN1-8U._AG.J%Q^ M?BJZRP>L%,NZI.N6S!/P;:EPWB,-.JC=#<0MV*MQ;EI&3\"]Y6):8PSTB^K3 M]"B5UH8,>UM@F_KU;IEMA3C#8ON7EW9O>'O95+W?(KFKZ`CP8I9'0G`21DB$ M&#*:PTCL$B(77.V-.J=('&>I'N9^YS:8[[<8-U5P/\Y@=JIU:T-D4L9?8W1L MU??[(>O1CW>%^R'[+#-D$U;_DFPK+PMLCZ+7ZP7KSDHM)-Q0K''K;W>8_.5A M\[+N[^?_7#RUKZ)U]P=VA\IG(:4LS?(XY6',.`$B@0C@)OD`SB+6K/NU[NHU MM^MZG3&Z`^(`[/:.\@[N]M;2=R]Y<#\(DJI])?X5-=HF]8YOAWV7QTOJZV`T M?-%:%ZZ=O3_5-GW2.GI@N/WBGGPKZUDJJ,AB@,)&L5&"XA#3>##6?N:@HIAZ M%IQO5HZ#LK^PN<6EJH":],EIG7OFU%1-@S0GVG62EPLJ9<:C)WIDZ$1E+>?E:@:;"A"P/$QSEJ,T"F,DV&`.0,:-5$;2QA5TID=FK#2R)&IJC0/^ MS-7F7>JFT9L>AHKB*++IJ^:HNO&>ZFC1(K4+]<;4KP_%:KXN*[`])9*"E(09 MP2`5$8I)DL(P'6RR.$>R.T_&AB97H)M@@!@`G:-FYM2^O[\T*:NFNG1]0N4W MCR8E5F_#R)A@F5VB]W@XLS-DC3X/=H/L^5(YF%\VM!YN;28,4@9"B!.6LB0C M&8EV=6V8`>D/<8T-75/KH55IDJ;60.M=L&I1ZZ]$J`6M=T&L`ZV7(=A(ZZ&> MUJO2Y[/6*_LBH_5Z!)EI?;2U21&-\E3D(<*"IU"PA.SZI%F6FM?ULH:NJ?61 M56F2IM9`ZUVP:E'KKT2H!:UW0:P#K9U8Z ME&ITE!VS::+T4D2Z[RN_94BVOVS`K8]]9A-W+O6;C6F2/[K?_/C1EOZVT9TE M'(HTSG'2'C0#/$KWC>XXSK"*6NE;<:Q374"]^?!%<]O+@$LYF9J&1C6!TF70 MS:4&YPBZH$_FI'JB3!8<.;ZSP!(UQBM=BW;[WUPC?7;%>EJO^,_QM*S;/ M*4FC)`>$B)#2D">D-RAH$F$I-3*WXOHKR`%<]^G=")[6+8MF?+Z_/IZ.2C5% MVK-(KLZBPDFIR=C4/!IE,#>ECD)=\O_,2M@.9QXL@RTY4MF>3HK%)%\^/U7? MBV)G?+CEDH0XA(TY!A*%8N@=8P3Y.%-7&F$2Y&G(* M_M3T6HLZ)^7C&6XN%(^F;'I2.AJ[4=F=9(JZ<[LJ[LIE,=(Y6JR*+^6F'NPF M(H%0T#1+,4,0"9:&@UV>$:@B0,;&'"M1@^_#I@%XD*,'B+JB9,ZPG#I-2JZ: M3)GRZD2QWN/K@G19H]H3#;/G3^5H3BJJ&JM6W>.-;\LW@`GGD0`X94D3H8A&D4J\B9OA7'.O:Q:`\,CX/M]OZI_-K]9]TM0FXWC\4ZX-_*S7`\34_< M#(B64[5I.%:3LP&3V5+.CHJ=Y>>"?)ESZHEN67"DLCW=[&U\?BQ7Q4^;8EG/ MZ)T=GV2WS_5)4Q:_TA=%YN?EL_S4XQB2!D)&E%9G6(*6WW#?2Q#FZANK3YLBL5,9*0QAC)(,8&"4)%'?#!& MDE#J$RDS"XXC9G_O43%`"\HM-H5M*0,&W]_8FX8\M42_Y>WV2[!#%?PT*6_R M6WG3\*>WC;>??RH\RFS@G?7ZS.:=.4L>;-Q9<**R.7%T3R<<7N/R!@=_*KN5 M9(.$90D(N8AB@'(4Q1''%.^6D&$F=1&"0_-7D._B6ZDF0JZ8?U_9/2#=9'U' MCBZD"DYEA3UN#X9$\U#$=8;&QE&)XSO#QC<]JHV1\@D*:=+.)"3'(^!!MG+M MX;DS&*[(U&M0'J+AWYZ+-L4.J#Y5==EM,8Q089;`&#">"QYF."<,X-T2",%< M:?O8,137G[EL(0:K750_#RB#0E5YIQH>C5;G=4?&)$F^5>#=H.VE>.>`CA0[ M:)`JTRW;.G4WCIXT@:;R]E*[U37)TCJ?%_>;O*P?GJKZ95V0^[K;!YL1CD*1 MI8)2&A.,<@'2)$T)2$E$(0B!I$!H_G9W@=\""O:(@M\'3%-O=IQFYD*,&E+I M2>R9>E%9G5\:L?+3JHWBMN;_;35?5NM->RMV"Z%_BYFF:0Q#1E$6XR2*8YSQ MP7#(J=15-/:LN?[B_%8L/GQN="KXI=JTSR,OMA@5RQH+#,L+ MTW3D:FC4'MQ-,((7Y.\2ZTRN+O+UCG+9X=HC$;/DT`D]LTF5M+3]4C1V'ZIE M\;&JZUDD,B`(R?,P8XT%&$4<=498*!(FE%9O:K_9=3.RW7OMT`1DLUF7]R^; M]OKM]OV,_&_SY?/?Z<1Q=<#.A1C28]&3>-$$7]F82(IQ\&G>Q-M#^3S?-$7Z MK\5#4ZQORJ)NPJ^?+<6BJ=Q_6RWV?^;S]:KYV>ZX>1(*3A`%B!!.TCC!`R(` M0CY;%5_;2EXN;!P"D8HQW,?8&+/"=ZAU_:\!>>HF7ON19!->!_X$>X<4"P27 MXR-7.5Q[8+1*BG/LWP0CW%T?Y`!Y,$"?6!7U.;X@H1,,G"=Z.X6GU>11H?*U MS#A5D-=Y^=1F^;NJ?1&Z6G4O'CU63\THU'1>EP\-M+Q\:D'-`(D`C:.0YP!& M(= M-YV0;/U1^=+$W:A)?,'CQ8`I?N&S'ZL6=;"#'=Q5NU$:(=^.#O%M=!2^$_)B ME#2_(]J/U@\M_!]'X[4Y.5XW*N$D]<&1+GWG/DAR/AP>;`%/X&0UY0Q77!'] M1U%^?6SS=WLN^6MQ^##@[Q MTKT%=BT[[BP,8(,MVK?/=8X0!Q^VD?U#N=H^P/KCQ"6V$KD7JFHW@^1)(>W( MN6J*>6XCS+?2\@8)6?SW2[UI4^",4X&AR-,X0Z0IVR$2*=GU82!4>N7)%0;' MH=\A+%^+@'_Y4CQLVI"_?5GWF;S-^`W$]F_;:U5KN8B?=H3D^AX^#(Y:>7Q. MDK>@3^GR'K9TI5Q6A8GN;-?S\WO[&+]*D#_23=%\+9;'@\"5I#)X[O3[-`B78` M#BV8*$O2)LGCC"<19SEK+PX9S#&`$I,0E+4QQ6)GM#/X?SD,SS<_;0V2IZ&H M[,8[P:A'BW0X=O=>U;NO/Q'#@L9Y$O(((LI3&,?;K`L$S:3?9U?\K>[6L3V0 MZWVJ?$C$A6C09,R3(-!%7UF9-LHWW2V79;>RK/??/]\5WS:T<>F/64@$2K(H M;6A`C.0\YVD\6,UIIGC=G9$IUQ\A=W?>C3!VNV7_R]ZU+<>M8]=?P4,JF:GR MF>$-O"1/``$D3OD6V2=3*3]T46I*9M(B-7V1[7Q]`%ZZJ>X6&R`!-IR94Z?L MEFUIK[T`+&Q@`]C=>UZ[;-5_`T_YE;MI),OIS(S\JNE.G]3^E0F!#=3@YG_U M;HBJ`672Q+$E2J7+FY-'\#22)*UDG_,'8?(F?Q)'G/%L_Y^K:Z)'$*/U!E@#(FB4HFSRNS\]5,]_;OUH!*7]XEA+#KZ> MT8D11%Q9`\8@KD:W^I1'OMJGOV^JU8I5Z^_9>KEP,$*$4B\@GANGC%M.6&<6 M^TCI.8NIM@R'+"]?A-J_AB\0WC<()]4<&$.N7+PR)Z]J@C%`*6`7.37_@M8I M60.1B2Z:+0E)M+DS],C59)HF"=G""U`:!6Z21)ZPXR'L19VM,`VCQ5.^+JKE MYRT/G\9KV$4S*@/L&)'\V:C\H2A%SAW@;"7*!VH0J\L$CE&R8A]%/75QDQHXT8'C4=+L"7#.`%,N5G M;L:R*#=_&,QMK7AN&=CYFE+F==C-/!Y M9@Z=NZ4L>%%F5G>KZPP(/1-WFW[[G&^WJ[R^1QU%D`5)!)W83T*?!12%^V4+ M)&XB]\JF=K-2.C#E3-FFR$Z$5+Z9UO%M` MN98IT"SU1N8ZE2:8.*&=L*,^`D0Z8SQ'ULRA>KIQ`HIVVS<:_7O%K].ET#`J:%94M42X\O)Y>JM1$T^DIU8_;8.,9^@(((BEO6H"@AU#Y$/!D0N54;EXNU13N#(T6:=Q%Y@9WT72Q;HFV:73H9']-+U43 M-.USMLHW-_EVMRXWB]@E#L(!3GG4R(U2-TQ)9]4AL>*QXTFF3`=K`@M(Q=[T M:C7J]:ZI5(Z5,F,L:M"QAM46G)5RUF=/25+8(@<%,<^ M"Q/7I0XDK$,8$%=)[F:$93S0ZR?&V_/\RCMP\S62['Z=E>VCNKO'G0`'+\!W M[@80?G`1`9TGX.`*.#[HL+$HV-37)(,[B+.WNR6J?PW/3W8GKT2^_'VB)IF* MRN7'[;=\_8D#7N?;8EWG>NJ22A^J\JGY1VT^J(6V2`A"(?9]XB01G^D"0AD] M($J5'L$U",/P;$$?GU;5SSQ_D4)5+KMML!7DI@=+&D!M.NA.`HC#:S5L\!)W MTQ9OP`%ZUTHV30/CJ1^0_1G:TQ*9G\/3XVM7--3=,OV8_C:8//%1%" MON>FD%$:QCYRG;T]1I5$>K01PQ+<5OWEP/+F>7+^J7ZBG,^C>7E7*$?OX]F4 M$]M9B%23T@.'%BGC:SP-Z-YD:BU1M>E^5)K[W/@*"EPG7XS&8P0H#D,WB9PD M#+PP33V$TZ!#X'EP;#6%J68-J]:[_($O5:?(E$Z*93<1KL*NZB;!:;&*/4R+ MU$V>S,'EO?86L40!37CV>D4&O>3)JV2V^29,\]_H7W?%<[:JCU@>&8>!YT4A MI`S2P&48$^:GG7$2J)4>U&/1].%'CJX9N^)##Z>J0NJA5U(<9V=641=?(]4F M393A<$@.M;:!+4JHUZEC$31`F;3^?5EGR[Q;1Z.[^DG6S4U^EW,UK!$'S4[59GLP*KIF77U ME*^W/\6FXI:#$`K]5.\R'L>GD`1Q"*,H#-,`NMACT3X^38,X54K&Z#)J6"4[ MG,T=M6T]B/=853,PVHB6S+=<@V/%[,H0O19IHBR50]D2W:UAB3+J]^LX$V*& M.(6\!]>-,EO]OLD_5_?;[]FZ$V0:.DF*8HPCQTL=2+$?>YU!/TB5!'&\%=/K MY.KQ:;<5%<);6,J)CM'TR68ZYF!.-=718`(;9$L30X MK%9=#;IOWO(*'BJNN`^.)3`\8YEU.V*]&M)G4OF#[AV"+-DV=S0`0- M-(DEJFC"L\IX?U:-Y?;/(Q[.1WZ\?U>5#^^*YWQY'@MS:4KB%,8.C6/DQP%B M^[B2A4SJ16&C`$R??3F\3%K=`X'UMQKL.!DUTP22H>*UV5>,(GO$]XZ>GVL$ MBW1V#,E#8:?)-K-$>\WZ>!RLFB=46H]9MVMLW*3W=57!?DD M47_9WAP\!N2D?L)"AU((O9A$,.0+_`X0C2.EM;S?6`3IMO/TO$>@9'J[F'AJ)LTVQ=UA>( M\O7G;_O-CMYY3Q9&+@PP#GV&&((!I7NS&,)019RGVC(LP1T\\$ELD0J`(CX3 MI[[$*\=;CE!1B"=S*R>W<]*J)JJGC%H4W%Z@;4`?=1%NB0IJW/BO5_9JM=_C[/-KOVVOV160^Z7A*Q M*(RCF"0)]1S6KD4@B6/L2&N_!ENFM9]#!#5&T`.II/XZ")50_YFY5%3_LS1. ME7\=S"K(_\P,CY1_#4Q+Z?]E-E[3?XT\VJ#_.MVIS'0WU4?X=[>;_*\[;I`^ M\U^^B+L8"S?U/!)Y-$"!XZ9^&"5\T9$P!!/"@C112CR.,F!ZZV>/"=2@P-<: MEJP@3>-.;N_:.&V*&SS*C)EY._\,*P/[T9-(M&03>IH/QP_A3R=$*K)L?+`,'E*"%";XV0"=.U)>9>&6>UDBA!=.T3F\J(_U, M82B=F/I2O2^VA:C-3(K5;EL\Y_3^/K_;MA`!I@&3 M'U>Z+1L?9&?&U9<*=)A!!QHTJ#6-.4667AF`IKBV8#0:&]=QLU^#D"]12TR"4 MHF,H2Z6-2@L&G&:'CK-4FJD:O5+EWXU^%)M%@MW$A0F+O(0D:4!3$J'.'$Y3 MJ>S45!MSKU<%,/!50)NZ9I5F<=RRU02!$U>N4MS-LGIMR5%8P*K2:>D:5MF- M"\O8<;1,41Y2/69%N2`(0B_R<>KX+(D(#QW"?;R?A$SIXNEX*]=1GP:6M5&:8X"PJ;OUJJLL(U+SZC),#X]V2HRJ M$\/R,HJ2L=+RKBCSM]O\<;,03_9Z<>1A-X:)![&;TG"?(D"3$H+R1F9/"@IH MH,8V,0HI@X8;#?N8TAIBI*--&483W:HP,M MO#>@`7BX-*:H2E.IE=.F&5E54ZA)A!K1J6&J!M1*$\>6:)8N;RHC'5$UACJ; M'^96BVKYMF05[YON`C$?PFY'BT'3L=4KYQ[>@`8G M*$I0(YT[4)#@;BAHT$F])8-1KT_'P81^PB8.3+3;?JO6Q?_FRT8>%@Y)W01Z M#%''0Z$3^(Z?=-8CIKBEJ\?DU0;G`6D[4UHQ/(_Y4QZ@HQO`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`8 M7E^VN.N1_1+T?O]+M4:RL>:04UHK6D)-=/N-T(3KKS0%..`&7Z]82WDDQ0-B M;+S5+-%E\WX>UUZ>AUAIM195JGA<^$CRVVU3#F6+;C=U"+]PO)10%GM)$/M> M$@8TC)M`'!,/)E1)D*?8,7WTF4,"[[/M;BT2"7\IMM^*$GPL<_!?>;;^9T6Y MG<2GG*+.1:5BRDX4T./L/P*!ZTU;P:DCMD[K?.U@SBV0`XP-:*`.GBV1.2VN M5/J[H:)8U9)YQN["0Y2P,((0.Y&?N,P+8M39XQ^D3DI,-C)'ZD%1C<83)B=% MLW`U9B/^%36:67=>HV=`="8S:HGB3/>CTMS5)@1&/%I+LZ=BFZW>Y=DF_WB[ M$H]]B45T!R))7"I$+TV$*8%^ MX)"@L\K\P!V[R!EA:M9U#KKG/T++,F<,J>HK'<-\3EOLT!]WJ]U2T&KKLN>4 M/DGIF\"[A5HWQ9L!<9M,DK*:?:BV>7?5=($BU^$6(H+Y0LN+/3]HWT#DMN+` MI8NG:E.(9TG59$S)ALI@>P%';=`)7(`5/_+E;S?BF=T:(_C#A[P^\IF!?_#_ MY-0;M_P#!,MB_:`)\]PT0@Z;^E_R#]P9PPT_YG4"U^OG' MD6JHUBAJ&FBL,=24K^%[?Z7]T/&OI&U]6B04;12+ENG8.!]>4:\)A*A5?3HD M)C_>"\E<,&XKPBE&)'0=QXM($N#.F!-$L7*M)V4+AN.M7L&<`S1PDZ_$60QQ M\>W?\N4#_R2PCBE.I,[HL.+,1Z::Y)SG\>/]C,2-J.5DE,#)%9Q4B%0JVG3L M]BOG^Z;39,'1/`U.G"O+-)$2Y5#R75'F'^_3=2XN+K"4QZR4^`["?IPPS-(P M[FQ%+HO5KC2/,J$R$,:51ZEQ`);=B2L?/T<&>VJTJ05[QO@:N\P5@$0$W4"R M(.[K,R01]XTBU+*X;YP/K\1]$P@9GZX[])I%3!!&21PP[&$$'<+B]O`9-YD& M5*K2IPX[OT+23H6VD7D[0XSI2-U=36H&2%))X(V@UA+AT>+*I33>:'HT9_(6 M"84D@0P&(>+]P:<(.=%^PP["4'\*[Z+)*^3N7J8%K$S=3<[92?-NR3C4[=6H M+)TB:?(OL.;KXCD3^ZZ]/^S-'+^+"Z`?G_)U)I[,.)IA1)G3HKFO5-<'/F#%F`51',$H\3C>T">0HAHK MH;[GN5(',ZX*T+3FU]Z\N"[>\TEA7_QZ+7@Y'_%+-)[:9-&Y)#;>VS9LO>JW M'ZC]`GO'`/<,M*Z!VC?0NGZ'%06C3_%924W^+3.OXG;=B)2NJL>)=H&EG+:&+=DN:;/G\I0UQRU[)*Z49Q^XQTVW[PMVS\XZ#;_ MOOW)`_[#>,=&FTW>RO0BCHB/70X>0D:<)"*!`VMUQM0),(W4%V%7A6M89_>1 M7'4/Y!\1:)T554G:/^O%??7W]P[NB)_,;8+&ZS;,&Q?L7[?CJ*S]?ID^,W(E M^/?N55G0.JU:9=C!R=LUI!S2+HK-W M^\*8D>>Q*'7<)$0<.$E@$M,.?0*C$=OD5X?\_R]*>Z=R)K$A7#/3@:P/ MV7[]OF-1[&:F#XV+W_HM6[_\_/>`[D*C72NH4^\U?PN!W0A6Y@SNQC::PLFU M>VYBV0(2AAN09S#>5*L5J];?L_5RX3DQ90ZCE!'D1RD1EWCVX682!VIGUHQ` M,)V.J#&>%RS5ARA,-8+L>;6K\Z]Z4JT&O"=>0'X#AAH$?!7(00M]_E-J8P@> M/)]FM,4L2768]O+D3-H,I$[0Y1,4"YI@YGE.P'\/,0U3BAC;3PFI&W?/^S?% MHC]OL_5VK"*K&Y<:_B^?]C_&*2T(YT+&+?CWK-QEZY_`G:S&(Z@?*[V&B-:H MLZ=D7UU.3TA3TL[QE%LKE!-N( MSWD.]1SR\)#\DE=_%)NH4::C5 MNVT[K M1H.2)4CH3)IU2)64:"EQ[*QJJ5ES5K8T2-*?:-:?UL7E*J,4T9#@E+!6'H.4 M$/HPO24QUDOT235E.:$WK45T8$Q-&05)U)PMFN?/X$3Q'*'SSA%[JE2FAW(< M.ZM4:M:(3@I52-)0JE^KLJX_M1US4Q5WW5245;OK+[N+NKB\WU_<60]7?.:7 M*THY@1D&/N0$!>T`$&(RH.(^0EE@9`1F%-$\(S165/FF\0:0W=;N$9^V!IIU MCZI&SN\2@QK:@_<.T7L=_+VW[L>[E46<-I/.RM`MI<-6_.BL3MNQ]JR.6R19 M0^?;%LOK;?'O_/)#WORZ+K;=MB2VR[^6=%W=>M,?(WZ`ZO\>;E'5%G53OE"5\P7<8$+('V![ MW3'O'?!Q=UT+OCM(^1#^XBHNQK*4?AMVG+/*;=K.LYIMA5B=`J+N,(_B8M=O MJ";WW4>?UE53;(J[=0_$YVW4Z,YK\2,4=A."-'L`0LP,Q'5!S#/V[LL8#W!Y MCV#K5Q'I>D*Y@&@.]DW6#AWB]2[NO:>.65Z1SU`J5RUDR#W.:K`Q`\_7"!FE M4D-U<7=Z4E6L;\8(L.(^HS@CA*99YF=9X*<`C4TSD@9ZPV'Y]BR/?"=`X[BJ M`Z8MH0JTJHJF749-R.0#Q0?CU\65\1EO4EJHSKJSZJ=ATEF]TZ5+:.?A\V;W MY?7=CW5W,^>GJOQGOFFF[QP?;\2WU?H)'Z9_J6V MPW#<1'A3K"_ZJVZ\O&Z*VUYG+M9U^__V'YMON;>NZ]WML$;2?%LW_6=W^U\N MZB[%=I%[W9T,Q;;_Y>+V-K\LVA]O3MR>([)W<`G''!GC.-]''-A/Z#8_Y2MY MV;6&7MN/VQ/8.`4QCF"0,![ZE'&(231B2U$DM+@S*R#; MT]T'M1N`:T5"6TY1&34YX`\3D^7!C&Y4L]^9^*X?VHQ.^[BU-ZZQY4V=L8H# M7E4;?\SK7;7QAAJYPF,(R[YS0LJKP]-/]G9X MHR'>:(G7F:*_)&C%ELLMVJT6?3\?8I M-WIB`CIZ]-3A(2<)I0FFV&<) M0S[@(4DY'!'Q$&A6UAJ#87G`]G#"T,$ZA;FSGO2]H%RNM80#C-1M31XY<3R@ MFT<_G>-:KJ#+M`.=56+SE@H?`V687)WI]S$D*P@93D+6#N\RA@#D<1).!;X` M^NGJ3O\<*+66963A*4AAA7A9`8R>!:7(O?(4V3KA1B;!+W&_N-P>Y4]N5JOE M`6>%5-.L\S-3`[3IEL/>?,Z;7=7E3!\08)*F:<0B[%..0L+B#(.'36L1,5`5 MJ]+L',6Q-]X`K"N8$'I'K7.MJHJST&Q"&-5XG[-P]@B+\O6S.JYP5B'U+1.K MIM4GS]QFK>SV[J:\SZM5@'R(PP@1[&.(6,C\8-JW`"(8:\[X%5NUO2*SQV%W M&Y8XQ\KS^1GH-3)]?[KM:D2ZN#2^P*#2B+K'V5??CK5FCR61(]GB M1OH03,HP#Z(0(P8S%@?M""2BTVPL":>+%C2K%<0:4RA44*I/^*'. M;10EU=E74,T:N7,;Y4BR6CYZD`KQDX0@%H"I7B@*QC1\S0?GO M+!B5\97R,MA2;C*R.G:Z1'1OP!NGC)D@67"D)MK:*+^L#= M]UO/+,55=#G:M%;1IS,]^FM-:7E[5^7?NIW(?^3OMIOR-B?Y52LV7]??\47= M5.M-L\(XA8C@)/(I#^*(L9;J$1U$$=-=8;<`R?;J^VVYVS:'9X"V`[?#\U*& MRY$?F>(-MG1ID[JH6TDHK_1+3>WX4WT5?V%7R@WN1&^S'LX^>2/JX&%ST!OO MHC?5:VWU?A^M7;Y<5<5'DO4#%CN!LW'#KM4"=0?62;<;=?8GW=;=N]/M<=IC M764)S`#!&Z(# M;K,88JRZRL5`,YX_7@^?Y(^#SVN(."^XS'3T9KSGZ:-MN(@:9<8#U2/2I MG?Q7!U=,TBJ_+)H'N!`#A#+F9RA.?,1@V$[=IGTA.$VL3X@,8+2]6MS!>W0= MJ_?3`'&NN*3M1+LA:D[_.1>M3O2.5QBZSKC20A0SU7E>>4`S1H.AV&;6+3.E M^5:08TX3D%#F1PEM9R,838<,04#YJBF;]?LU!0\%:H[DW29)U0D"O8O6# MBKW;DG7[^2;_\BW/FRD)&/J,(AC3!/,8`QX$C$Y3KQAAI#F7,81BEO6%)?#&?@#<*]';N"8$&,>4HX#"SC'1/G-H;<>EM\>N<>I M%1EW,KU`J=K=V.,N_6Q>5^X-/7!JQ\A%@4ACY.,Q*' M@$$.\50:@'PN>DRVRK.MYXAZ2.,=$WT>0+2^49FNTV(Y!U.2H^`G)/5X;),D M?BZT;;+4CG@>8T$+KOU6=UNF5_Z15U>[;1?<+_=1Y6(?5>ZZ^<-;O2.SR.:2Y]J;9NN7EMJX2X-EB MF^VTZGG*+:53C;(]4QK5]=RIR9RIL'\<46"+!NKF2"6IU-F!V&=TOC3K9K>_ M''$5)9Q$/(X3'P/8#O`QB:85-@H8T)-4A08MJ^B`R!L@C=L.]7>)*Q"K*IR6 M.36AE9(DS[6+\QEQ4H*HP;NS&JACT_G-F[J$":T"?=E\RR]W-_G'JW?;INV: MQ<5-/NP3)?>_K?]95O1F7==?U^W'*Y]R'R/`"6>`L8S[G$+HIY"&.$X3)G2J MI^DV+:\:C5"[M_`![+C/^N+>Z_%Z/6#O]Q[RB35@N^R?7VQ:BG@Y43S-.7&* M<_&UJZ6X5UO3,NL#D34M"7Y>6.NRP;`#:V!6S"KM=DS)H3;=U4UYFU>?\YOA M"O)OQ5W]6W]^Q0JRN`UY-`M]R%D*`@9C,#9)`1(J23#1CN5`,T+S'F'S?A_0 MB>J;$4+%1M9S<2D7.Y1IM#*(/L'1B;&S"68=&3(;,:4TW_%DRJ3635?2,2:` MGVKDOF'`>(12A*,$A$D*N0\"-#;,$RYTS)RYUFR74@T@#]9EG@\1)(7+(-/G MA\'SDRRY[N4TOQ+E6K/SK#;8-<.W4.&6"",OE7(99=.!@:UA@TI;'<]X-N5] MLMSFI_D2KC"5 M7K'C!<44RT>1Z;TC#C"=:['C"+40=,BQ=]5M5W@7AES33I M9(PJ?<()&5YLBR9_WUV(\13'YX,K:Z,0P=2/(>9!`'@01JD?C*W[-,MD\R;YO;G:7Q?;ZU[*\_+.XN5EE/DL#GT<$Q)1BS"+*_;'M MS"=(_A9M(\W*O*7*5V@_G3K7;SR27Q?;;8MTK/2:^3T5(>_$6VJ4>T?>4;,V ME18[J\2\6Z1=?'E9]/GB%0DH27&8,0Y#@BE-&60C`,@2*#KK-MNJY9'+!$1B M"F>8UO,SZ.48E1N;/!^.=.7%$U1OQ.HYP+KXM'DY]M4FS2:](#)#EN+GA?FQ M'8X=F!U;,JRTW3TUH@R^+:NF^'??:;/O=_FVSE>H;1;Z7=MI$/D<,I!%8[.$ MAC(;=TTU*?0BZN^8.T"F(79*G,H'%FL\&@HGA_B\/<"Y654/'+;9-14NY%A6 M"1%'F!`,##H<.A@.M,PY$03T:1*2_A.I!U;4=V6=7[)=U0:B3_WL>16$:>*3 M*&4H3&@"8!JP"4+"4BX9!DPW/T](^$?5)?#*JRN9T:]QIL\'AT78UN]? MR(F.:+T!KC?@79)\\1BRI!/4XHEA9XB$%TF27@@UMJAV(.Q8,ZVTWU,-Y[M8 M"[!NBF97=7O0L0\IA"3P`X#]I/T/XJG6)4B(R9275,.6LUZ'6`RG8.3X-9/[ MLD:MG?37&\\9_LUFP:SYP6XB3-0?II)AAZUIY,.4V'8@&-FS33(KID&@L7#4 MKPZN.,J"((U!FD8A#Y&/DWA:^PGB`)B,0V(M6@Y`/0C#RB=(I9F08YY%2TLM M"S)M-KB89]SR\LH9YDU%D[X9C3`BQ^LKB1^21DD&#A7*S!;4Q!%&01IF?I`F M490QQJ)I\A2U/\K>[VZD4?ER&NG+W8\4T[3/^+$K:41I?TV5-,(VJ532R!%F MHOKWX/J1P\S[BM`HSGS M:"V_,FK3$Z>'A8XX024M_LL+F=C'ES6)K5//737\`J=J%<2Z#G)$7VU:*%Y9 M;(9,8>U]V`#RY=NZRLFZSB^[.Y[R;=VWVW]:XUWSK:RZL_#^OFV]\*4I-__Z M>-?]>W\(*;G/ON?5IJCS3U6QR3^W!N7#`1X`P1B&C'=7WU*`68SC-$XYCC!# MV(^E+I-=&*IE33_<@-5;\LM%9Z!W:.&;X5]J[\%(KSNUJ_)Z,[W!SO%8XHM[ M;[35ZXWU>FLECS!RA'W!,/**^HAUB)578==R*N.=)C'(F!KK!1.OE: MR\96LUCQ]Z)>01+2*(,^:C'R.,T0!V"$Z@,B=/#+DO@L1]'CBM8ADXYW2SA/ M,,@Y[C>YR*;D,CLQR#ROIP+/@EYT)=HL2<'3$+.X.^:(*\^!LO)V76Q7&:8Q M1&E7QYJD(4V#%O((E1$L=-;NDOALS\Z,#+F/2]U@X8SQ2;T36(]/L_A?+]Y<$O`V0R@&+ MUSE9^UW1.6G<3W5.S?!E%J'>3P=,@Y21)&,H#"'B(28X9O&(%K%$KF!P&8BO M>"GJO?3)^TMWAP56I.ST!'<6I80Z@?L+4^]/W!S@2+_X$9>G%%BPN4*EZA2Q MZW>.(AWPU!]W3=VL^SUT1V"5?^;5'N!MT:RR`,09C`/",HYQ$&`0A2.X,(N% M;IV<%Y'E*#=H47GEW>75+W5GE9>/:G77@6[EJX?L]7!E[HF9SVGG)R]N^DLA M%GGD2"S:V^$=&'(\Z(R^'+SNL$^^9I7M\'*#Y(H@"Q,80`! M"W@8!$=V.%UAG@_%5OO M/E]7]<\JD=`QTF5BI6/07V$TE>AF2X3<>1U\+B@[VMU<"MNN4G0LL+N*=;') MZ!-3'LVO5P#Q"&/`@\C'B*8\2@@8X>,,"J6F7<.\W,3UF>X^299]ZLIR.@J6 MF]OJ]8;99[RS=017(_?C'O1Z)\BG'#G/M-E(5W(I*KM$B[TIMD&WS19]]R"[ MH^;V&0(_"P#U@RSE%&:(^CX#$]`$Q\EJFS?S1%EY;$(R.MWEV.A$TP-P"Z6! M%5PW3U"TY+?%P]\CE[_*-/`SSUB,9^J]X`>)7!H$&(Y1NJY8(AJ=#*:,AISC M(`D)830.69:&<(0?)RA42/TZ@'KF=.\C.7-U/FBL1\P>^F;K"HX$Q!]K/BCH MR'GBIY&N].-%53.TV(NU!MTF'(%9?M&PHM[[>];*'FE]N\ MEIV<*?,H%F?FH%`N+G2(O`=(WN\=**]'-?=6RQ?(.:&UNG0ZHHW:9I1F>YGB M?3WEU8D[A/BNNWKW\/J@['LGL\-U!P\88Q(#/X+4SV!(>!*%88AZC&F7.PLC ME=MY9@%F6>4&F(^N[NJV)^#-_^^*ZMB57XIWZK*``DBP(<)C"*48)(S#,8XYCX011C)G14J?K3;>]'FP!Y>T0SO_O/&#GQ M`JNSY\A;J&%`::HC2>P#S:ZN\DU37KW/K]>;^Z_K[[^MFZZ/K3+,2(A!VK?F M1P2':3RVE<69T,E%6@U8?BL&7%U<'9!Y+31OCTUB`Y\Z?Z?',;-1)S<>69PU M\5V,L["GMBGQ%(M>E0\W[3:EUWS+V[]>[C;CD'WM;0XJ7*M\DQ=WS?Y$I.[+ MW7/P3:^!?7[VNLKWV=F\^3//M]YO97EY_[]UG^I@?UW?WOV-Z.UE?(GE%[8F M:CO%@9V&^C:4!GNIY-BGOVO[0[DM[_*J[23;ZW?;37F;[\=?*P#3%,$L3?PP M3>,$T)C"L=5VK@]63=FL;\0&0II-2>G_A$KX'1PN'1\@>3_M0?WL_?5_4`#` MW[P/N?@F7S.CI--TG1@R&>+9D?&3*6M**YU1-K5>U)U@%]M=?OEQ:+G<#BV_ M+^N:M]8?_0K)K\HJ'[[8:L**`$B3*`$^R2B/8`K"C$P#O_:/5"I^)DR6QV^' M&+T)Y)OIC>YL^=GK^I?WTEHO&WVAMDDWXS^5=P04"!QTKN:`PJT_M+$28 M<<*IA8N9W>Q(7)C=[*<+(XO0+AQIWOV'O6M;;AQ'LK^"M^F.<,_R`O`R;P!! M5E2$NUU1Y9Z-C7E0L"S:YK0L>DC*59ZO7X`4*;G:E@$0(*'9[7YQ^:(\>1(X M"8#)Q,-C7M9\K7]U^W'[5#0M_[I9>=#-4`Q#["0X0P2Z"8D&<[`OS;WCVXUK M\02B:DJNTO8'5)+KNO8^WX+KXN&QJO/Z&1P@`QXLWH'I"+FD["M3+2;C1NE5 MDF6ME!I1W3IPD"`8T#",8.0'[WTE<&#I) MXL8^?_500;:4;8?B7-U^JKG-]IGWX&[Q=IW^:U<^;0)%`MJ8MV0* MZO?KC8?[FHD3GJ*_YO^LZL%TLLF;!G\OV>*$QM"+XQ2F:1P3/V6VO<$:2F$L M'"@RP0(<+_(,CD[W81)5",4V;@3TY!5,BSHANO4[-"96:R*4E MFC35BTKK`)NL-_L;XJ/4R8*49FX(`^0&""4X&NQ%#L'3%$?0R"*:TV.;KCJB M1*KJC@$.=2C/N_3-I#T]#BGUD6346OV1]>-=!5(B1EB#+MFB>W_UG4\1B1%R MD@C1`#IA&&,TKJI2WY51'8F/-:PS'(GL-9,JY(@IB2%>Y+1#D!(C6G$@X(0Z M*+!DB1ZH(*\F#Q').9_MZFW9E4AOUUGYG7_5["T2QV%+'42\"!($71+$,!DL M\A)I&0V88,:P)HS(NB.'`9NJ2DRA4TPU9F)23D64232B*V]3=$)G-/!JB>[H M\*32/NADUR)%WA3WU6;]\>&QKIZZTM+!I.]F/B2$B:`;9AX)H(]&DYZ+H=3B M9((=TZN5`1HXQJ:\?IE"J.""9B8N)52I].5Z;ZB480\>)HCA+'$32/EENB;3H\J8^-3E]I]J*NF63E1@H*( M>*Y+(249@FRS.EI%J=1.<:*I)57N`G08=>F;(+<3M4T_K1IU[5U&YU6T#HR* MFLF1;+N227HCJF(J)`DK&+ZYV3WLNM<=:?%8%S=E5S+-OMX470NM[?JX2<"; M(%=I'$/V/PF#S/63!'N^CP=\;D03N>:.L\&2FS M+H9/3/O9@VB)0,SO=[7P[-&U;/JM:%?4"V",'1J2,/$P]L+4.RS5L-S[KY,, M22V9Y-]^?2?!S__VZRFR5)*[#,>6S%P]OH@F=GF"Q.Z5'_O_O-[R\K+H.UNN M/Q=-6YXV-[Z`:!XR?VR`T'HSGL3U+^R,%@^S!9TJ%F8 M@,J6&2>Q;OE4U+=5_9`S;CO;W\KV_M>\_J-HDVJ[+KGM_;,K&#DX3JF;\`Z$ M6>IE2>0,QA%.J>A:1)]%T\>K!Z"]3@`.%?18P0A6]AFX9M;?3__+$"YY\'H6 M7(MGW&4X5\NB^K@728C"S+R1Y/0S:T'B,N!497(P2B28DYEN*-M*_3!+<>@$ MJ>,G/LW<=#3KIU"H#:TN6\;KJ$ZO15443@O%[^>1N=F5K:RRE%CQI#$WP6KI M0@/1(GE"@(PW,H1.&BW(#5K=J#S,?W)J9BA8=7IZ=J-@N6-4,Z-!+:L?QPVPW0+X M/WBV>GFB1M2.^%NP'+&`!(/GK*HA,7_M;Y:7-0=<',`VO#,4=XF63^6ZV*X_ MYVVQ0@Z!-/*2((XRY&0X>RV*SGNKE7 M7U!/KV7L`6IP73/]ME[N99>OBJ-NQ\E@ZN`^WHNU_2*QNY$N9$]X\:2 MFB6+"-%U*:^A4,EEQJ_O`_\J`_RZJ!_<540HI83@F)`4N1GR,2(#XH@@(IT2 MEX$Y5RYD?_L`?BJWX+G(Z^9GE62X4!PELJ#](;0O_7$?E\AZ1F+U7KI;=H#8 ME.<69N*U!&=#<);=\_V]VK"/V93M4$Y+ZB1=ZF,$//)CY"?$'Z'&22=WD M:0/>N7)=TQU5/=;E30&>1H@V[/]D`[S@#M!@;.U+@@=G_V-V@2_C-_<^4''T MV)0A;:%DCKW@I'`MDS,_E\T?65T4'[^P3.\1"L,@]'F7`CP` M3Q*<+98QE=`:SI?_791W]US]\OX\'=0,Y"^W#"4H]S!!?5(-;8WR`FG3>("M M29K<4\!=!8.O9Y\S7PO>7!ESTL#Y3\R7TP@QF2TUA,I\KKSJL7Y@O]@V'[>? MBKJLUH/4XU[INQ]2AG[TB[%#B..ZQ(U0.#X:]TU#V.?.H[=< M.9\ZY:QN0=4[!>XX\&*VQY"FQH'AW&K!$)@]TUX-J;7WFJV^0._W!1C'UM[U M_E<`=_XH09]+[E4+KHE,;'B8G7M>-DV/KBP]2QB%2J!I<5MNBS4IMNR+EG>H M(,]'_TB8_;NJ+HO^CIY.*`,Q>+^4>#GZY7+4N3$O7KZ[7`342G)U1T*DI%:* MHS?*9,WP;$'IJR''*M-#U$1JVE_^0V@448?$F(99`!./_4\'"#B%0A>"F;!K M6WJ2NS[,2"0TIB@#03"O`#.)/'GE+MD M75/)7DKT">6O[O+L3U73UD5;UOU^L$?0<`A-U]9WORL<7G(-')CZE&8D1=`+ M:)2$#,$>AAN32#2'F;!M.(_U%\B_Q#S,TZ:;J$W?]'HXAE)ZC=Y(4-Y/9TO' M0RZEG7$HQ#/;TB%1RVY&0B.2U13H>B.SF23>@NQFU+UJGO$K^=#OS\EV*-#) M=OQ*M.$'>S"_%=_;ZV_%YJGXM=JV]\T*17$0N4&0^C")/(_E81@,L$B0.3(/ M\4QC,9P%^;R3?-1FG'VQ1VK9>:,63W_GR*OK[]5*XR(3[T011Z,W3B*`A*E`YHT MHU+WNAF"8%Z]H5GU%N;:B&B;H'D>K>;(F597=BOTGE]]PBP;L//48VDOI\FP M&JE&U9>-V6*5Q<3U_9VSBK.+8<](P6%;(44^)0AT*:L,R0.MYXYHW"4.H-$5,8S,MP.(,,"[%M3H9U$SVG M##/L9R###*5F&9:)V1G+L)2;&F18GE93,LRA9&5SDV\XL.;ZOJB+_)9IV,H/ M,/0\FH1^Z`4PPY'OHP&?3UVIWJ"S@3(OU!'X!7B.YYG5ZPEA,2+@\T1D'D7G MOH#>F4[=&W!PQVZ1?S,*^E1_>J#/,PUH\'M:7M!%O/B;X/MVV%>WM*C+I[QE M`#YNF[;NJIZ:C]LO;=YV92M7MUFYS;6,-[_6#%1 M],,@=*+,R\(0(9RQ749W4;(7)7XDUTMZ9FR&T\;AC=J&O[E]\`D<.<5?STVJ M;5-MRC6_&!Z0?-/=L_;EOCAUU;@=P17+.C;'52[Y'%]Y\'8\1W?XKXT.@<&C M%\U0^FL.`'<.=-Z)%P1J>OU:;W!.Y*2EAH$EJ6DQ]W]\/7K1,.A*5!_R`!*<<1K9QU"8QIY?I*Q!#L`I6DDU\YK=G2&DU5Z>\M6*2=TK?HA M3[T0N:O'HNXJID_4VMD292TY:^$`RVZ97HOH!>!.@)^X&S];GX?D"5?/1`:# M>QZYR"0!"@4\M%Q,Z^B;?!V?5GF7WF_R[)H?BWRAFWSUE?;S\7-KJ[+ M[1W)F[+IIM.KYY94AJ=`9TWROEGEJC*YA[;`JJ^6SH$[0*\%^,_1]6F]*0A)D*I:<[8 M6Y>69G7^S90T?PB$T]$(C3SO3XRZ`Z,/=;5[9$@.]D/L4QS["0JS(,Q"G!`O M.6S/()3)--J,&DXB25[7SUP\\$.U8SL4KC1ITY8/W<[E.'_<]F+$5L'[P#[+ M7F:C+Q!BR6&1&,CI_K'6?WU^>:()!J#+2[HHDR?46GLP+!%B_7Y5AD>Q1`>( MI'IX*-MN>\$4/:FV+;-8L`U%T="RN=E47-:[P;ERO(R$!$:^2V(80(C2L#_; MP@A'-`A%&S]H-&E:.@](`8,*7F`%![#OW\]KE/?36KD@Y7)*>29LB[=O6(AU MM:X-Q^SGD]@7:=4@3LTK"<<0MQ8T9C#A565T0$JNU/GQU0N[Y/FWG)<"7-T> MOOWOSPC2&**(Q=""BT`N3V!D0),21NH52HUG#*8(LS=F+I;8!V2Q;?)CRKC(_92:JXM[[O^I9"UR,HB;S` M27T4(I?)\6#2I:'0JEN'G9EU[V*E5+W0#7:WM_.FV=,3G,6)$NBF:)QTA3;)/&V\8 M1DA8514_W[2N#K#`@$M)+%3)$]#6&7B35-=E*9-0V!FH4]18%0J%5/9UE]_2 MV8D$V:"T4UVH](T7W8^Y+LMM\;$M'IH58N:1YZ:NXP0PR)#C\I5SCP!'B?#2 M5K/9&1]WG7X$P"&##K/VIS`20=#TW,L,_Z:>?=E!O>:'8&9"8/I!F%`HM#T- M&SF:\D1,GF@+$&BIQWJ7`SM M!/9@#[=U$M9G5UJ1-LYS,:]5;@V1;E1M M%^NI+7FX'>`UH*S"6:]=J]58Z^1;3Q86HEI/&(Y#@@'+5R5.X@F% M-!`)2T32A&>5\6&L32J_%(RG-3\46/DI$^@0^R[!"4$1BETXUG"%!$J=>FHQ MN*P\RM9-Z>%XJC`:HE>K)/88NT-,:[3PP)N2"BK0;KW^J?@DK'S*A&G0O.O[ MLMZ;]K'/W__%3I#`U`GC-!A7IGX2IWHD3]S>LHHG6\*DA>&I@F>&7*UZUT&T M2^Y&UI343IYSZ\5.P25AK5.E2X/4\:?K[7UG.W'HQVZ=V!-R7!4Z#=>L53\4E8\I0)TZ%Y MY>W>=)8ZD9<$09"&/L:.[Z7I6#(?$2)U29H.>\LJGFP)CQ:&)PN>$7+UZAV' M:)G<#:RIJ9TTY_:+G;Q+XEJG2-=DJAK&L1?&E"3\PK`4QTQX!^LD M]@(=:B=IOHM4__7G*G((&*Y%NN@JI>"0KA)-*F M:>$J26*'.H2X<0QQ&CJ1C\?')ID3>C*%+FH63)>UG%(ZA0(711HG:)I6!G5( MF`UB):M-PB3:+$7B3H@HCR0EXE>D'JYH3?+F/MM4WQK\M>D`K'SH(X?&8>!0 M'(8DP#Z-`Q0C[.*4[7=%'^--LF%NOKRX#9L#`QTR\(\!V^SW59[@Z<04TD*O M)3-)CR\_7@ZICR#A>?5;T7);G^KJJ5P7:_+\>U.L/V['6C)\TY9/W9V4(Y(X M<2A$3A1XJ>>E,/20[PY(,@)CF8V-`?.&-SE'$Y`/"W`HQ3Q@_9MD^C<1!#') M6YA_.2%D8'O]&^#R&R!_XHA!N?WYU4@L)Y+RS)Z03H-ALD1037I8S3;F)<67 M0;@M6W[[Q(I]=N:G,'!#WX&02SRB@X4X@FCU5-1?*U%9E?A@F>EZC$%JUG[< MWE0/B'T@X,;,4F+)DQJ@@KR8/$\D1CM?_W#5](]#KZC,O,KHI-P4;$OV( MX*:O*]G9Z,9I2DD,4\>C293X;%^1#%@#B".9!<@B``TO408WRFY'QG<-ASG( MCRM>S:,ZUC'+1%MLI6-]H.760D?N\)".#AV'^B?NU,_\QV>S:C(1I1/JO^B@ ML"2/+,M!9=$LE;@``3]4=5O^NQ/8J]O?MS6#>K2*WUTP/\EJ5Q9 MLN_48,,OG>3V'MD?U:`IZJ?RIN@^G__XIB[69?O7:9Z.YBV!7K?<*LMA_8H.,@KK;#KZ\" MZKDIH6G@9E&2I31-DVB`XSLH66V+N[PMUF);+%,HA(0@[H7@&+"P#OS$0?W< MR6I_UOLEW[#%,9NR9->4VX)]^[_86ONIV*]8)'=+QJ(CMB%:-"Q*27"``#K( M%X"!!L>HP0C[`G#@PP:(R>SPIS-O9Q0Y/K%C,1TU2S8EQMVLYIT,LL=F3<.V M/`^/>5ES94GN\_JN:%;$I;&;^BZ&?@`3%Z$X&#_+B)UT&*T#;\DFWT^[J3O9'/Q8;G M^>OJDB7\F^?]&FOEI-2%498$D9MF.,[X:WXEZ)M-_W> MI,<)]CCY66"/=-PTBE1@F>/]_9WY$I3++4L."/=L-R/=US_2O03'XAOT);A6 MVZ+KX5QDGRS(R1L[9=V,6K!7UNY296X`2J22_H#Y.O].^M.-RMF-,)A1#"!&.$X)5F2#78Q"H1>VM5FS'`2V3]$8B#!'N5^$\QQ M_M(!!3U2"5'3P_+[66-V@N52QBO<9B.W8%%NQ;/%[!RKI8K/Q7IWTY?JE]ON M+)9]1-D^_X7_NW\DGG]G^2-OFNJF[%+(M[*][W_S>U'?E$U_Z+.MMK_\:Y=O MRMN2_4[3A:IZ[#^9'];R/^!G0?S(E_TZ@]36Y4T[_B[_G3]]<[`9*H=56ZW95X=FMK'E2R1<>J M440/*>4ROWX!\"+9EF1<27B>DD[/:O=/AW5;NNQ M8KL<:UV:R6`14YXYX8Q^!0X<;V;UJ2UM%\E\0OGKOFK;%VO3$[;B:^?U=U;D MZ'+4K^NH"Q`E*40!%:#`?@GB/,CA(%09I+%<.MBN+-:3PIWXSZB;.J'*A^)$ M%A)+"3M@&J7C](1-.E>%R?[ICEOE6/JKDUTO$^>:M,"^D)*:QHB.9*XF4K:> M8Y_(WI`Z*<`BQR$$V(=QCDD8YC#)XW$U/RT*N<9BQ46L-QF7_]I3EZ[WG(]% MDZ1A51#%^'4"].2(\QQ!3GVA["0N%SA.$TA'R$M7BY?7QTR`(GYWH9\H3NKF M"PMJ:(S%NUT6;.A&F66(0`)*A*(@RM!8$DM*7\Y;5%[&NB/X3)QQX/[4=QS. MP'-A[V@CZLCNT=?CY6T(,\"(=^=4#U73L.;5/C"L6K1=T5]SWM_5+B!.(NH1 ME#Y!."M0X+-W^(8L)_U5YIZ#]F*6LXWY(_VOBJ=H!E&]0Y:,O7#Q9[63;;#1 M!EBPDV9*;"5;9DYAR3-1+%CJY9NZ*>8-N"YUOYA"VA$.,Z?/RWX6LT`)<]IU MG[HLJN[7ZRVZOV_VSP2A/+N\VU0+A,,4YK&?1SA+"829'XR.28Y3J2>43:X[ M'=/U,FH3G5'4Q3AO+L"EZRQ<.N_#(.='AOLS,NREG)@$)?"[P(\;)>S/Z^7=>L/31I05Q@M-?A`'$2!9CH,TB,(H MQL'82>5G2+B=R9H`TU%H+W#?+L@]FR.912^PVK6&4+EZ?D,H4NL@,V75E]9` MSZW![Z:*7"V=T#92Y>[Y;:16`C]S#%[>.]P1N5*Y"GRNQ*P$W_FRLUUKN%&* MMJQC/>'G;2*28'?RVB_5?;7^P0_E%*&P*#)2TE,Y24")_3@>,S-Q6,CE&HTL M:3WO^&$0\^.!>KM8@HOJ'60U$45((ZX1/EB!VF3<((7Q=&'#"]QDXP55V%T. M%)1U$HD0]`#38,`;=OWX&2TOLCPKTQ`&&`<%26$91,68QTD`T69`A26M,^!( M>T=42'[=[X>C[O5N(^.IH\VU1,;0TG_JY]#VM^$7W[[UO`,_-&\T[MZV^VT M]N?RB?X@WG?J9^CYF28KD6. MROS)9IN<0;NHG*3SF,3`B7H0?()^.8-&TCEDYS&6T:ZYUV:;NG%.&$3A@]*\ M69P\,"VH>?'@M`6K;@O)2[D6B1^7)(TAB?((EQ!G`(W-[7'A0R-=)-*KSM5* MUX4ZG^OMMT^W5?/=:"N)//1:W21V,#??4/**5&?/RIV$3[ZM1-D`SN;F--42 M:R[1A,T<01Y'.2`MDI+D>9C%@)2^'_A%-,B0X0CJU2DT%K8<2S`W]$Q^[D"2 M)JL6.C8P1)>VX+?#F2Z5,\X#J<.>*O9X+Q2JI)LLCZH#*$RFXXK+]K&[05G^ M8G-HJ@7,)"E)_*WO M!8P#$"*4@"@E>0J+*"W''#:.TWBQJW?+C1A#&5Q6RK<;)93R[83>`I:D+I/` MBW'93)C+D=M)N"\_QCLQXXG#>($"+=C"$4ZTH5EM_4,VPYK=4W>GW]A%:1*G M`&.0HP2'.081&ONC2Y!)7<.PL+SM:AO;TF13_^P?"AQ%U7A,W881M)AT*OR- M,NHI2\SWO+D\LO(D:\),;I.M$0W%2-<<*P:Q)2G9CFG$2'EVJ\C1\G.#'`FL9Q8[0W05H+W`RU8MY0@SV]7Q MY6!>^X!*C[V^K=']O_;KICHA0_\WJP5A=P9Q#%$`DR"G1X)_-.D_+DJU4=A& MEK:>"1VDY4_><[':=?=6T@4"&,27Y66C1A'DX\FMH<;#@QEV]8"N!OI69YB+ M('F)=FT8Q!6ZM:+;F?GG%@!4I]<_ELT_JQV[HOBUNM\W7=HCBY*$`$`"ZG4C M`"#,\)CVR$L4:O*JTIK6";4+1?H'XKRBNMMYO7B_=>E2#61%GK2'KC&"/(CH M'62DJ]18`&(%-Y3^69OULUZQ_+'?5JK[?L30KV,R>2 M$@L09WX8Q3"%>9(F""9I=+B!41#)"KME8:QS)7=G#J^@WF]Y8DJ<)M(C7!88?'B6)V!MN(/XWD'^JY-9W/E>VE'`6X"H M+1O2,0:WK>WYMWWL@ZSN[5+9GJIF]_LONF-V:+MBS]H]L1]9%``3C%`.8(E( MB`/BE]D@`4S*1-/E55]X`BY_6N^6&X]WBJQXYF=V7^PL7#(.F3[FCNUIDYJ] MY9J9`D]]KUYO=_0S75/GL&]1QS"C_SX`25CB*,^CQ(_&$8B1'RD^?*>^GO6= MB5:K/J5'8R?VYN!^5S7>U_IA]W-)HRAV+:YKYCN(/OO.?8FBS(95MH"K^U1= MH;>VIR940C?$OU3K[W?[IN4N/A_'_+2[>1B.]R]\0,+JMAXJ`H?\R:((BR`` M,4E101",(<[*<&R;@:+!DET9K._>#\]D_^CUTK-0:73*>P78_EZ.U;DQ?RQQ M(=FBK2Z'2PX822E*>B;S:)N;$[:YK0^6.8CNAFW$KXJ[82.UB^*WC^/\E(9/ MA>]'%;'I*/V@%KZ%6MZ6\#1&O#3^77JKP7;K0WYWV=+_K=UO^&9;^FQT4]S:2J.G^9(%F5;G#A,I[&M`[?-)U"R MGG*[F$E?$S"0?U7'6 MRC;:!=A\>G$(1US-)I[#4SY]J&T9QV(6X^J))0@-P6BA\WX!2M\OTYS@+$0` M09*6D'02X!(%163@OI+*LE*-GAKWE?H.;\G-;!UT,3J="6\Y)E7HK'>VG=Y( M&[VP+1SA3AN:*;?-2X*GRYADO5UN[T\W[L.T0#`A,0E04)9)@O.A<9])`H&! MNTHZRUMNE7]Y5VD4U?Q=)2TC:#'I5/@;9=13EG#NKM(%9.5)UH29W"9;(QJ* MD:XY,%6B_B_5$_WJ'Y=M=?.0U]^_U]NON_K^GPN$_""&/@K3("=%F2=QG`XK MY[[L:#D#"T[;^?Y7+R-O0;IEHUGVS6_OZ^/R8A7;&MC2T;Y5E/4#_(-XO(N= M"^AQ"><+Z,]`)A;#Z^+M"!N:U.A\I&X&+*%BXW%2X$B"Z[;=4]*EZW=;^N\L M&7]-_V#+FHK0=L7_&%,)5ZQ`7FU;7EI@70LM_;'-?D7YF@M]\\1+Z8LDRH(T MAT$>D22AXL<^1H/L!B-U$^U]`8U65&T4]3CFGJCJGR>-O\KK_L:CM7UN+[>J'#W MV7B]RN_RBQ&OMCHC\S3%69YG]/@\L?7V@8:^WK)MZ_LU+\S^7.\>N_+IBQ(N M)Y/'>D,QX!U.R_YV"/O9KO;ZM]9KNR^O*\*NQR^/OY_!O[PE9Z`K]G?]A];R M#ZWF"'G5KZJY7U/_4+-F.Y5%SY1XG?N@'*@(NX=)[3`#*$:>-P_L)MP@=EZW MNW9!RA2401$7.8C#,D$D+()A21(2Q6O7*BM-%6OR.]7LW9[Q4.3R*0:82IC* M19;6P-0+*2F,_&*E*(Q60\D3&`G$D#K(.A8\:JER)FK4AT>8HFAT.B[*YF2S M,=EL\448YED4A`5,@X#-MH3!T`M+P].$1`,_W8J7(9374F"H6X7Q/`>:8E)) M\I(ZD&*D9!<\Q?;/IR-.XE/6=VS*^F7TK-#1.70N<)$VH(X0D;X>M>$O36.6 MV,&U>[9R3.(P1$$$8Y+BE*T:@F'EI(B%WDHSN)SE;-'S3-%XS`][[/;M/68- M9T$':EJ(%;,UI]&=B\'>QNR27V4.<$=8S:1&%R9U&0%+)1Y]HE#)QWNF<5,/\Q[&RS; MP=T@@5A0)XV?*VRCH\+Y($X1#B7/:>"OS^S6V\U#WE2K]6Y1E%D>E@%=*4+4 M?0,DBN+194M]HNHXJ:TVJ=^$ZZ:I?ZZWW^A6VGJ=A!Y9WJN]_V0`:GG?R3[* M.J[3P5WB\O'>!B[AC)[32<0$'2<]M%UA,G,*77";3$"EE:)ZOG`<^GE>A!@A M'T0DRG"6C.E[G^22[5OZZTWJ49GE.0-@J^>S+*!L-+$U+\^]B9ADLDL-;4=X MSJ!"`NDO':B$>:[\=5^U[>WR%ZZVU<-ZQXCV="7S1!/M(DY1F/H@#'(_23"( MLS0(!Z%"#*129'8EL>P%=L)[5'JO%]\;VBU5^JTFLHX8:;IC&#E"/6&3K@N. MR?[I[E7?T]7):P83\ZT6V!>X>!HC.L+3$RE;S[%/#)5:T7;5CX\[&N`*01@A M0#)ZRH2(T.,FAGB0(4YE1P\87=JZ=SL,T_O,7Q4^3.@Z5#\.['!SMUE_ZWLE M.Q4-U6W5K*)7R[5G#N/UW:NC_WYNKX-%VBMNO.&O9YM2+0.W0L%8RVJ.T+0= MW00+RP8`5$J9'K44`IF64U:QA'RM*;>A0RL>1@M##-8 MA'$2D*3,XJP`?IF!.,B+L8Z.?&!@_(O*LE+$:6#\B]QFM@ZZ&)W.A+<XTX9FRI,(),$3S^P^/%3WNYN'\M?](_UZJR\T)K[9\J>J MF.O;/K+!X#^6&T;HBQ!$OI\D64IB@$*"TQS#L5<@"(3NUEI9V';>ELO*(LU! M6H^)Z^7\]UUQB^WT+J2DOSF273:7:]0>@JG;N4PAF:D]8P4U].WD9260O)2& MM6$01UC5CFXODZSV`!1FUM.K_54UZYI2_#T;95(55??K`D=9!D$21JQW/2$E M(LDX<:'(0"KCC1I=V+(_.LCC?1@D^LB\4E-L:M8&8FPZ&_QR;'H6XBNOD]4[ M89N)Z50&R@MT:L4BCM"I'=WJ"3YI(W2*J/_<-+^IJ_P_R\V>+@X@*$":DZ`, M<9`$*?3'_H>DA.GBB0O]=;=L=CIL*KNNS#Y^*:*)+8VK;^OMED6;['D*OH`3 M>_D%CM*;6-4.3N]>9:6$MJT>9(;W*X@1#@HD=RR,W^-02\6ELR!NEQ$\@SPDQ#/-\Q7$+T+S&@:?T>X MT;A:M=W/5F)D)<_,+]>K8M]0&NZ.8U(WXY(9"1'(8!)%!)4Y8$.:QINX`0!" M8]!-K&.9![L:%GN*BZ(N2G)&\+M,;%-#IY!>X:AUL@U)%39Y483%S*,I/MUP M2E35AA+JHBLR$?`-%$Y0O4GL')B_9TR5VORG)>GF7F_OZ^_5[?)7U;+5_ZQV MBZ1,"T`#781*WP]C`OQDO/<<)8G4(Q8*_[QETNXD\KA(5QYK1:!NZY?J82\_ MWD`%.S&7U#)L)0:\#GB/.IH4!O[EJ2YA.['JMVQ M9199E!&(,(Y3@BE?D3P-#M,3LD!JB('4/VR=/SI9I+E"!AM1EK`$BRP_=&)P M;IB<%@X07"0$!:2/*S>/^2=A]2A?0CLEG=P.%K.VP+SB:Q;H_ M*/\!N':J3*V^%;]0U0S"IU=1/=`E5OVT&?;0$+K?[9>;+]5NWVQO^--#G0:' MQV[C(BQ0@8,H#PDHL._'^2A)@#.9`\K"\I;/H$X^K^$">A\V==M^9'3T1'^* MO7M&195M];%A`['#8F;XYGMT$GO]PX/#>3%;0Y`\L!<8 MW:*5'"%MFQK6DWWRUJCWZVZ]V?QWM5DM_"(I0)8`%$0@]E-49`0-HB2P2.UP MK_CZELGW2[7ACTJRYR*['=XRT;Q'*INWW/&W(YOJJ6YVS"]D]M9,AZ1-<+&\G9Z=W2LH*(R'ZO":8.0Z\VS'J4%*L,4!!!D M)(I#G&6%#P^96Q\%EGA95HSIZ9E*Z*VZ)CQ&SD]OW%J9W"[&N=FF2>Q3-#/7 MLYY)=ZGZ!=!F&%O5>N^/N)4U5>=O/7"%FO)?2]/^1;?'X[*MVJ_+3=6R-Y:K MW:Z[,]!V$UJNMV.RYN;A(.\BC3`._8AD88%15J`@@,4@7Y@$0H/))Q?*,L6/ M@E]Y+1.]>XK](+Q$R_JTMKI,]$Z;29_V6V_4Q..J>%07[TB9?E:1=[WU#FEW M[^;A^'1PUK3B5Q><-;':/8<93"UR-<(DRF?N4WS8LOSR@R7\;:A"C[08Y)UC,,899E/BC!,4DP_>9@@.(CK MQS!7JLQ/+*-E]V"4A8UIHJ[!?]6-5^_Y]9*NW>;Z^EJUSCZU-27K[0X;4KWN M?J24]Y-J=:+(WKZHLE^]KLQS[:Z\4;\Y[LY8LI-((7ZF+\.1F'1V&,X5YFD1*4?E[Z?8%#$?I*C M.`ZR7&0JH(%EI(X4^1F`7`B)V$,7M+<#Q0GQDF1N+IAW+)G7BT;9=V(?U#S:E>T>_H#4] M2_IF@M>B_%G]VMW^K#8_JC_J[>ZQ70"P?1^WS0U1GN8PIXG09>I\+47KT6 MWI><]VD,Z8J//I&V+UWQ*4&VQ.+_5RV;VY_U(H]@F(,LRR`!.3W<<1ID@S`` M0XOD+2J!?C>SSKAC:UIC7.-#3 M<2\3W7WV95*:Y5\ID[U?!I934Y^#%6"UR,*$[I@%BK("IJD?YAE)@K0HBV3T MP_,@*.V2L)`(]CDXML[!8EC;HF#C,$_&P$QRYPF8"6F4?Z7L]6[I5TY+;?95 M`-4F^=*?78`PAG&<)RB$,2@30'`1C$D0)#=ZWY((]LDWL4^^0EA;(U_3,$]' MOO3_<9]\Z<^:)5\9>[U?\I724I]\Y4&U1+[H@=+4*%*`0Y*$(?`QBF$6%IF? MQ(-(61)*W(7:XHZ&>7=S$V&>)\"/2^`7>1*"'$?_S]V5+3>.8]E?P6-6 MA*N&X(Y^`[CD."*K[';F1,=$/2AHB7:R1B;=))5+??T`W"0[+0DKQ>R'BG1Y MT3WW7.#@`A>+CWR48B^RH$>_SWM02_B##4OJBTOGQ2ZIE>/IM%H:ITA,_F9G MAW]'FU&6Y/:PB;'%LVOMM9-']JE)<[&`G6GRV"L-C4'V%1.\:S]7==%^Q]^* M9N7@R(D3%/JQFZ+4#SS/3T9K/G*(U$LF8B9FDTDPX0)_,F2B=SK*4LB79<[` MGJR""A!G]F63%]2G,2"KYY(&KF(YO38U%6'ETA9W3'`H0[E.4O?3-K3XQ!2'T%&%ZL_ MHGZ<52`I8KBF@=1*5.>;HG\*^:&JOV;UIF%'N:[+#3NF3.>LAS_J;QT9+@.W M_0`3WR&8.%Z:A#8%D8YX0HRY;MDV#L+TBAWM?3UX\`)]?])SC__%3\>W%,_? MFC]SP,[/71<3*S&M_,\*$_\D>C'ADIMP&PX;SPQ=A<$CL_E9@K*`F?\\?E8S MMW;ET37Y]EQT9Z#S]FN>EVS/?U9N;,MQ>R3#:!]`AUAIX'AQ&M.Y1A(G03CB M<3QLJ8VNFD!<:G0=X8,!/V#]MKM'B[I@ZU-L7;&2'5@O$"9-`^M;$7+'"+E3 MA$3G>^9#I3JX7B!DF@=7SM"9&%?YR!,:5S7'8['CJFX_SXZK1H@5+5Y^F![W MB%-B.U80181`XD#+)IXS5002VY[[.*4[,`I19#?_;]4Y9(KAK$/]3UOFZ>BR+O_,- MM3A<2]A\^IRU_ZIVV\WUTW.V;I.'AWS=%E\8J+NLS5]^\4[\50U34>(K?RP@ M0&+#@*G8&*F>R+%[HK9B.%P+J;R8]K*:M0_(5H[SYC8K-JLH=(/0L[S0\\(` M$3I$I-9HQDT+H@A."%Q/Z*8$C6:-SS4/D()\@,H2 MH;*BO_';Q]]`'*ICW[>">5%F!>=1!Z2GAR0/N`$'[DX-S1IY&7PY$11 M>Q@6(HTF//MA0FB(/)'7%O.Z[J:C_5&RMRLU*^3'D4NUVK-B@I#G6T$0C>83 M''+51G3;-"R8:4X;6+:]`DU+9^%=]9*U2?H-]B5%R;HOS00!>WT,CAP9H MXY;*FV+NMOF:4K)7ODR1VT@"%@0=3#T.;3'+M M.C;7WBLCA@V+YH0(9",DD#UF1=FTH,LQF79."6>W$C=ZU^FH<.*I-RI\^GFQ M@(B)Z`03,)PO-?,*[",U89U92$5H/*&F1J*Q$$DUXULU0W/64T+N]]=>E^LZ MSYH\SOM_5S8)DCA(PF[I`).`0@CWR3`4*E7HM6Q87D<<[&&WW6&!DN6A]P-T M/75A6>J5RL$SL*ZI"GPU'A(8P8)W(]Q?EE'\?9M+\9JO8DP6HJ2&G..K\&JA M4%5+5U$2"4-U,JA M)K5;AJ*):Q#1^)H\C>/Q;8L%>R-X=`R,GG47%%+?6$UJ[]WX5S/KOJ$@G1@W M+MTL%C+N7)R&:EF]54_&?5W2%#9OVIOR8(_6<#_CBH2V[=@8N9%#!V#/3AF6 M`8KM1D(7UIJP;WPG58\-Y#T>4.=;-MB!MC*=OZN%12FWGRTBVE8YICA5)7BQ M-71`O8R9P2E>Q6<-6J*T$&4WZB+?;$,CG484&:_7]2[?K`)LV22`B8WBA#@A MM*W`':'`&"-3BLQKW[`B#S!H$KDL9>8.CWYE-A$9\\H\H%ZP,@\(-2FS:)1^ M0F46=E%!F>7HY#IV?]-^SNNH>GJN\\]46HHO>6]WG^-G_4WF^>:V+JKZ8UY_ M*=9YO\F#@ENE=HACSTL32+"30H2B*'%][(2Q2\+$\GB/Z!L'8EBK.U!@0`6B MJAGW1PU"\&X87D^4HBX0G-,"O;BX".ZV8-#!"^QC-(;5F6NV.C/A!Z]BV&]L MHSXL*F3\5Q(L*G1RUQ?,$$*>ZPY4F7QC6)TU0`NX1F$^7ZL+]``-(R[;ZG.7 MK[=9TW3K;*R?W+)?J$I<;KJ_NJ6C2IVW19VSGC2D#+>TP]`,H=UE=9%MWV=% M.7S2D%Q@B'7BM?/YI/A M/(`"`Q-RP*"#=PS\+\:R@262K)!8+-&=B^0HW1;1UTR`@0I`N0#]'[]D8YR. M@HZ/UTUQ_,QQ_DI'3]9@1UJF/V;$:,I\EAA/#4G4$MTRGX\Q"@KJUZTTV_RU:]JN/78'BV^B:[98Q7ZWZ%MW=X2G^X7N$D+Z0<-\N/O[ MZJ'[W?6NKMFO?&>OLF534V:[U_^K.^-SL!`VK'N!9T;P;V;RO0L$73!U7'*S M7'`6NFC:.!+:1>,7/-1SPL68(OF2L9MXFG_NLFWQ\+TH'W'SW_GFD3TB]6WE MX3!RD.UBC^W;Q,CQ[6#$1"P\;4OB*QD8A2*Q[4@L$]TC!&E19N6:2>=U25M! M)_S"RU-F3IPH4'SJ!,H!/&4 MI5"5JQX8M(A@._1BB@6%MH=M-T3I"`U[`=8Q(]:)Q_2J]C#;Z"<3+\""/=JK M;A)!3FM.865P71=!\4D@L2W4A="A$,'CS"MR.4Z<'4I M;`L9Z@VN8AN+JI8$X*(!-9,,L*6W5\O''.%?>K2U)@D7C;K9A$%W]#4E#Z*, MRR<2QF+[=9.++_JY'PAJZQ:77I].Z]VNG1IWO".)B)^$(5^DH:1 MB](DLEW/'HWC@'"]"JW7X@)T3^Y1>TV$:]$^`USK5[^S-%]"_XZ^!6R&^9]# M`T6=$E-!*Q/3JPI3Q+VS,09WXM_7U>YYL(P= MY-FA[\=.&"$WC*,D<$?+*+:XGB+4:,ZP%D\HP0@3['&"#JB,TNCB^KQ67X!F M,>E>.,/\TGX!IN647@_C/-+/1\F1D4`SGPL8&'1[5!EK?$+O@U-9+;L6F&W) MKBG*O&E^S]:?V1>#V11%21ACSPMCWT]@OR-UG!LXF'OSE@Y;A@>,%Q#!B!&, M(&6D3`O#YT>*NV>5K5^ROTV66;W1)Z%'@I<<(4 MD\"V4LMS43`!">C_"CZ)J=FZZ17M`3`8$+,UUZH&$^CN/-?!^Q3=%:5RM3W] M@>%<[;YH3`17ODV$P]23G&*LGEH5-Q:AI:R0FW/PQQ<]C5)I1H?[8LXJ)K[C M.53[0]^U2)`0.XE'*&RR8$R).>TO4HLEZXTFPF-`CPU$9@Y%OE!U4IQ97:HL M&*>?49=%75119BDZN;69[;O;48%*_KTKG@^*J!%.2(B2E`1.G,8X]2Q_VDSB MN)'0VZ&R-HROJ/>PP(1+=.ZN3"*?2L[!G^A2N01U1G3N"#^[7NPD&-G0<7TOFO(WRPDC[G.%:F9,*]G^86`& MKV'WD0\`P7.'4.1HF"*CYRM-,Y(IJ%RO9I%[:,--;#/2*'!8;CXZ)<^]R=/* M=73MI/]'ZDB:2%M`"4F7)Y7V%B4@X[]G?U5UFJV+;=%^[ZQ^RNNGYO?L6_&T M>QKL^L2.`B].<`@3![J)8_G.-'PD"==+\=J,&9;TY+6"LRLBGAAPBGF0>0$U MTL/O>6F?G5HQ@>_@@1'?($<=PBLP8+P2EWH]Y/(+_NPDR\F^%K)Y!@`>/HX, M`UJI7,!@H->?RE";$URUP'6>W3S"/W9LZL34O_GW+JM9N:-JL\<3KXEIYI!O/6(6^L3$GD%B MO#%0H$<%1E@SKSX<8^?$JH,RH0M9;5#WH]++/&`TS)92KH*RV-0D!"^_SEYF$\ M/'S7B\?-,VLKS0J&&#I1$CA1A%R$+)A&_FC1\X*45TX5S%]89R103V3V/(S0P8`,WL_/(+[\S\BDGQ2J\\@CS:0*.B+0FUA8@ MV+H\J;0W*0$A']:"V^'RT7[&GV+;2J$3>F&4A(2FV<3?'R@CA/LTL-2'SYP/ M7[W2;`&ID>/NO%`;ITU,GL?R3CM>62JZDBK'$[\0&^=+3GY%>>.1W+=:FH>XE+XJJT4I(;%#/#M%CAN$3@#]=#0$2A-FZ$@M"W4SH7]R-J8-KN:H4Q]WXE MV<\WK#@'L$"/2SP]D:;N?"XW!VMB`G-1PO@SNCF(DWSE5IQ`GJSNB,-'\CI5 M>A:0V2F[4.EK+4(W%#X]Y35[+A,_UGG_(L&02EH.PLB+72>,+.*Z=A`X>V.0 M>YN_O`7#6OLQK[^PYIZ-L*Y`*U9@5B#OO-;.PYN8VNXQ@0F4N-XJT"9R=>`< M],G>%BA!(]_E@$>=S%X#D/MUTALM`@>38Y(CY35.HF#"V_$WE91'1.:I$DAVC5,FF>J*4L>5Z+[E[+$T5XF8!4BM MH@.5KC:BL%<*4TN;WAH*D9VF=FPEL47_3;#K3E4H&X5<-X,HFIAMCU0V86)W M_4@(K`J/YU5V)@K%I/:-'3Q[7#-1)[\ARA"%VC9#\5`ILP]J_[F<>Z`DB%J` M%.OPXL3>)VE2!.YK:MJ;AV$2WJQ\`A,7^2[$CH6M!/EI.%FQ`LRUW"#YT89% MF*'ISAH->(2O9!+CB:]09)`BT26%GIV/9]DQ=.O2(0\GBD&2A"VD"B2+_H>K ME11(X$K76$EIW>:;=-?NZGQ*#*$=VAZ==?LX=6EBB$F83IOH`S^P5G0:>5_Q M)&N2!D0ZP"$6Y7EQ/9WH4)PARS)[/GF;@5(Q31D!@1Z1S"19EBW^?&T&UN1R M-7'V>-*TM]T]DJ(IWW5?B!,1#CL?S M0FN<0C&9'0MH^QJ&X`%-.9[X)=8X7W("*\H;C[R^Y>H1<55B90'2JH:_TM0\ M9&X)O:7IQ$QS;OC_B2'SHB6BO=N/&%RR?GJNR7X9X M`!0K&,&";K7NW76YKI[R7_XAJ+_Z@\`GOA?E7TQY7\MJ+[8O0C#^J`O%GR/F MN857E-,3JFLL/`N17'/^53.U#)JP4CH M.GPU2X9E=)SF,2P7[YT'O`AU11D^%]OOI)PYV\GD*5+H4=UCE'G3]>>5`W'D M6):?(C=,$?%\&#BC58((5.M20J8,]ZD1RS(ZU2$S0KU*BM+%=BLY;\[V*P62 M%#K6N-I^E[>[NKPIV?=PT^1MLZ+6(,)>$!+'I5]9Q$/NB"%U`V=5YH\9_5/9 MCJ9@FJO;H;[;':(4+PKUX``[_$U_`?3XE"<"*JS+3@),TZUQ`B#+_DPZ>)Q) M(574$)#%:J0.W\XJIC8"%?03/U5U6_S=+=#>/-S2R4=]D"!%=;XI:)KD>VY$ M'&@%.'6AZT<^GE9Y+,=%:@F+%@B&$YE#C&R5I4,)#J<,X%V/]!=E<=43$EF9 MG3T:.@172WAF4E\>@H5T6&O$%JO(>KT\J\T&2-6FTN^SHFP^5'2DH`-%%#@0 M8@LYQ+%=B(F=AB.$V(>I:I(K;]EXCGN7KZO'LOB;J@%>M[NL9@$*D@K3+A^$GT5,HU01&5IT][W7`5I]A/ M4FC%KN\G(0J@94_K$PAY\:IE^WOUU@O/&A7*82=\W/WX>&704&'P/,MZ"X): M"39:"+RX/+Y-H(:J'W<,%BN,JGY)5OD$B>-[&;;;T9%]S^ZW>8/+#5ZOZUVV M;3[EWUI"6?B_51)@S_5A$+@.]-,88XN=$(%>$%MVX#C<=Q>H6S(\@>_W2'6P M:#=E[S%'N[IF&Z4^%-D]>]*K$'I-4`.UI\5O?E;%%&_8=#:``Q0=&.&!/QE` MT"'D?3Q<$Z<"3\;.RJWDJ[$=Q\\CQZS59@/,WQ0?C#WG_9'-R/I86\#.9(W. M5"8:EF#R.[X"QL:8]O#I\;UEY!'/"R&B8PR"H>U#.T:C98C20&0A5X,YTSN2 M!X1773K6=OUG0@FR84_6KRQ-$\R`=5#-E_O.S++8&'":X#\_L2X`N,8"(VGO M>>Y.)+P:B5](JJO3H\I8*Q44O8_KS_EFM\UO'CK=_:,JI_N>^\GM<.EMUQ;W M:`@*_,A'L4="Z(7$"[P`CFCL,.0Z)6<8PBP)<0\0O!L@_B*EAJ9BP*>0"Z!? M3#5'P&S5M(_"(>8?0W)Q'95C^(2V&@[90O36M)?5K/U`6I>OZ:RG?&3'<_N] M#71X>%]5FZ_%=OL*BI/`&'H1QC9.D\C%J1-,>3%RH=!;UB;L&U9D=HYCQQZ7 M_5@]M%_9.]#0BO4;V"@AP4$,_R8LM'EF?[KHW\$8I/ M,/>CWJ;LSY0.CQ@;\*XHU]O=)M^`@EVU7_XZ+ACW\'F+9D9C0GA$!/D M`3&-Q5YYV>KRZPB-$BVBRO-%1N#F\P5$2/)>=(.1XKH^78ZY(TO;IN.P@`5O MXRY6\S5K@2$1;[?5UXRRDU9U7.WNVX?=%J_7U:[\P3JQ7-N/7-K4+-?U_I^\ M:VMN&U?2?P4/4UM)E3/+^V7W"23(W53-Q-XDY^S#/*@8B;)YCD1Z2"1Z<,XX M(07H:N!W5%A5*=V2K-FN_7:;U<^WZ[]GFWV[14>=#K(-4L7CN5AN$`86]G$) M&C-M@1^SI;=D"%3L65"^SO&):06^9C^Z$!",VH)17=:\EA2D*1-9M"NTF7&".A2ZR(H3\"-FN&SB^YWC0"V`<(2>DND`H291BTALU!*.* MX$C'_JED"?-DP'LYG)X963:FTQ-4^IAY9G#Y8F5AD&D"Y,M(G`F,)4*H04`L MTYI*R3YC[9$@#AHA4_]S%81%M[,4+%G7\]2G?=45^Y'XUW.WJ MXMM^UZ8^JT\8%C)^J-ILVE+`KDO;`D'7L1/+B0UDIR%,(BX$-VUD3@V@8SA)).<3@T!@R4S1WK, M2$_$@.I639/H4*&!U5P/@`@=+&PG,1*8PM2-4L^VC2BRTT%($KL>W30VON]F M<:Q<@]C(8]N7S+]\7M&_9=O'_XRN^6S2/G?4..KX3-$K/_6\,$+`,+ATNZW* M+[MJ^4]4/!6KO%PU=WG]Y2&K\SAK'NZR8K6(O#!P;3=%*,$"39C&R?@<>A;; MQ4@I`A6?L(@>8-`.$(U(HPK0J0Y:54D!)%AAOB(SM_"!DIW-W]J$!<^(A MD[H6FCQ[9#7;3+N\K+!H7,[>^1_B]W#75W]HVV7V7_F:+#0 MQS+YL<1!W.WZT$(3WM_7;41X_N\681@F)"#WS,"S$F0$H9FT+3>0[=O8,=-F M5;147G7=V!*?@O<;$G*#H;7-03NQ4^LU\#QS!M9Z:34X4>N-3_63/*-:$&6: M%34I'0(=U9\GPT!T:XMTVFMF[)W8 M=42.(@VNF\KJ\NEO]7\#O;%==XP&$'O!:/`;3K.]2=$9#6Y/M@D8#0='6^GV M+[.5Z//]NJFN_L5!N\196S[YU"[[-L^:?=W=2\N62^S>VWJ_[V1[P2\Q""Q# ML#O4S"#/'GJ)+?5?.NH2A&:6@$O&\@FTE'UIQM%)B-&0J;]['&1(=BB5A,CF`ZI["UO_U:N]^6J;1#.=UK]R;;$=$BFO?[SQF=`YW<*`WQN7V$=AK(WQR%:))2(ZIZ_\ZSV!-)6>WWGR:)7OUQNMCK M6#>%]?']$UFCP#3=U/.$3JQG3J6XS,6@;!]M^IZCT&=MN2F5 M8+&YCP-._=6/:]WE>0')9(D+'WB:,""W^J\*5T1@H.:,SWFSJ_?+W;XNROOX M(:OO\^%V4.AYH9\X9N*&'C21AZ7;@\0$DH0=/7T(B%',)">:C>,H>`E%!$XZ M;ID)23::.06QU^I:5',>H0G6D0"K)@0DPY)*^IYCI*6/Y1.6>7Q7T;)C,D@O M3"S#A:EGIP$R!D&N1S?9B?_;%9/0EQUA^OMB";[FRX>RVE3WS^"@)7CW>_8C M_OM[7E;B0)..C-0"R<9!1[IP3%!./S0:<(S`@94LG810YW9;_A0MDGS M(9PRXXC4]_I)8L>F'QF!!Z,QG(*0ZB(_Q][8@HDB&*'XHR8V49'G0OUUHI!):-5T9,Y\"%OG!( M(3Y\=3TL.-$4[9P:>*:FAA,%#4I>>#6OA+<``VD>9\-Z*;$7I*9K.`Y$?A1# M(\'_#5(B*XEIB9/CJU4'8?ENM\G;>*M:`P+N\GG,M!^R=SPTP(/C98I4#"$; M39Z^DI@)(WJZ5(P59RDD(V8TM/G:T#/4*8"(!O0IHGTE95NPS+`8'"70#!"/;BRW3\.-!4FPFP7`5X3*9<@K@N"P@EJ8?@U*6D0:+8<"#>M@XYS>,\)$Q1U5[^"D:L*RVCW71X.,.=NME57ZH\Z>\ MW.?@L:Y6^V67]MT53^W(;/R!'<@VA-OZ6_<%7H@ZQU_<]D1K^@Y:-Z#9+Q]` M1KY^D/J09ZO_Z]JF-)C]P#*O=QD^535Y_50L<_*C9O](O@FL\D?\N?:;!&O; MWUZ-,YPON'0:\+ZH!96T?=^?:(>P M>6!M-H>2_+3:99M(=FNR7S3)G.N"1J7E0\UTKNHFC`X#1E^/9&K.*!/#(#)# M$T:N9:66&7E18@[*&*%'51JE5@/E!50OA[.^->FL$7=LBM>)YI2GPQ*Q'@3_ M&JO#\#9_RC^6 MI+B'[/K/1?-/^*-H%JYOP=1VTA`??2$^]#JVZZ2)YZ#(2ZB3G(3`TC9FM>*B2*Y>GBZF5Z]'P-ZH$_.N6N]WR] M!HKJ^1+`5[OG2\26L\^7,$`,Q:%=M^'/;>ZVDSJ\O#/MV/4\/W6#%$9VG-C1 M^$2[09*P58ERBU'LMP;-P.?N7='P:%VKZO$<3I/EC\+@:O)8R;#D54&D)'"H MLBA?\K*HZD_5+F_0/L>+[./HU#(LJQ?I61Z*H.<9EDU:^H&&26!.7H3QZ*[ M5",DX"J<+H5[:!'DX7`%X,D@[UEQ$R%K!?C)9&E5Y,S(RHPH:4G'K#9,\C`7 M(%P$/)*]$P8PC?W40BYT;2^./<\>9,6FY_`2,+6`^0E83O!'CR`[`2L!3YB` MY\:-GX"5X">-@)5%QXQA,3-*&A(PNPT3!,P)"`6DE?O^,-]9P6ZUV> MET."!<8&BJ/$=%TW2",SL*`Q"+=-NJ8Y"V=! M-A\A[O0$O:)7!IN7\><"79(+8-W?[+Y@`A`JYR`#4.V\A12CSKH/>9!Q^)/? M\=\\=)*3#;E?HE+PBP+Q.8PZ@)3D,IHW,[BW.($'E*411U,Y+"!MT MUD/(@8JAL=Y3M7DB_;+J?%7LTFQ9;(K=\R#4\%(/GW)08(9.:+N)&Z"Q\LB* MJ#R#'$F*O<*H'.BT`X-ZX':YJ_HHS.-OMR<$\K1SF!]?-L=P'MJK-=Z;`&JB M%D0.P)J4@T@RYE4'/GD0406X;0E*V3K.;'/[F-==Q^->8&H9R,)!M>NEENG@ MW>":XSM*WT`>;6`K)F6.*JM!.7#0CB?8$H3S3YI\)2^5`ID$X*LF02O9N8@P_QYER_YVO[K'?Z*6YT'`3(W4,._03 M.XE\PX&CM-"C:GLH*$(Q:Q_-$^WUX@TN>2&DBRIG0(^-J;F`4Q)'O@W-1``I MB*4FD:.H%974#<;(-[]5Y3U^6K`&COUX2F9WFQ$0<0I6GH)4YB^6/B MU8!,]\BX!"CF&J+3!Z(4(%K=`*+7Q>MC$N&C8QKER+'Q#!=H2GCF+6`F6$8( M1TTX1LR&2N+&$N27_H91['CXQ!L[KN^;D15Y5GHX^;JF;8DP#*6(JW#,Q4MT M4D'DXQD%^,E@FNO("XW"!0I7_2HL?^8K,(776B^>[YV"9K^11:97[T%XL[-Z`<21JN,"[ MG.-2C1OC>8EHT]W`)/K,AA-]&DLU7GS)*W;<:')6;]AZ)E,E@HH&^2DA]2LY MFX.!1S]59=6EO,K[C^6RVN;)C\>\;(:F]8$30<=&CFFD9A19<81/IN-Q-(E2 M6DX5E:.87[%Z'VX'_4"G('C7J]B\!Q_`IYR+0H3QO4R[?-L=&NS\GI%1<;MG MA-W+PK>0C07XK@']@&P!-Q@3`J[C&&S-I+C%7"V`O@';7D^PPC]D'M?.#RS= ML7TF3-F8O8T,#UK=@$$O@"8Q5-0[Z!Q"$^=W";!J2:#M[I>W;:$T\A,(`:_+(B=OQJK16"C!T\Q3K M?%OLM[:I'P0O/B#P[C>S8=DT[38(D/#1U\PW3I9ZIR/?U5XPL'CN-0:\J MR[A`3B@OY[MF0)$M2.@5`K=EES$?=9H!+H8)B^IAX\MD?7W(VQE@5=G3^!C' MYGT^ZV1"V`Y__+'MQ5TLP;(==@^R^ZPHR1]D=5F4]PVHGO*Z_>2F6.?#7ZV+ M,BN[>6)UC37H9HGN*O#]H5@^=`/#ENU@MSHG8S8$)W^]#?B9M)G@ZFB0+1.U MH)*V51D(_S1Z:\6UJ;FAO?M7O+[-0[59+0(K=CS/,BV$W-@T#2^%P2@,3Y`.K@9M08%2ES<04?M`FC@X51;6,VVFSGN`)`\TDF6#B+'MEW?3E"$G#2TW"`< M#VV>XT5L\W2X1+`\G)QS='`0N=7]N,TRKN-INB_9I3?.D7!05-`5&UA[\[3O;:@5?<*;\"IH;SP$ES^DFA"E8J,>^-5N"H( M+Y)K43[A\.9HWAEFBK:C`VS=\2*"T(R,,'5LUS81/OK;@3N(2V+7I*%141G* M,[:#7C=@T`S`"]&(7!"GZ6]._%B)C@.Z"3YK\N6O]]73OW<6=VS6_?LECUW` MY`W&DH7BE;E)FAF5W,W%&,S!)3[-[UO2:R<&DTG"=?Z0ETT[TY14>/]6-4W< M?8C,87P@KQZ;C^6G?/=?65&2WZ88E3AK'M)-]9VT@\B;9+W.ESO\D=OUU^S' M`L4P=?W0@C!$(0Q]PTMQ)!JE9.YP:AA,?6'TT%@Q%QX9V4_Z/C%SO.)#;'E_ M`P[&@MY:4)3MG1]B7MIZLUP,8SAJ!Z+`AEZ*J' MLNH\@:8;1TGL/,M:3L3<>NTE36)US4"I='[\F1,O0VS0Q02WZU;ZZN,NWRY, MRT;(\(PX0E$2!@B&,!KB`\=QJ;H'2!&DV#/&IWE*PCP/K7)@A<]HS-D3$41I MDR4S@KM.A;K%+G*#8LWR(@C!(#3\,@M3U1IFI@YBZM@D)4AW"'^E&'JVE3.(2 M0Y@R5)X+7,8(]P6NHV)7R=].@305.LK`5A/:DF/+RT!-'D#T+X"+,K]=OVB! MWKV6CJJZKKX3!;)'_)O=,Z9.UTC,T(5I:$68-A,#C4VAS#!FNL8I5;#J^*L; M!K#NU237S[M:CF^#IICI.E59V\=)A9^.XZZ&/!OG$34)U[V8Q'`S%M*,RH+X M(OAJ7N`S`#GU8E_%>FC"DVIL>UD(H`Y`CAL)G_:D*\CM&F7/[:EY>(6V\$F5 M:H#B$#J>;?E68/JCY"2P$[[K"-SB%'-FIQ=Y@%=8LRZ=5O2Z<9?'\V,[38U7 M@I7CS?YQ(?P!8J(E(&J.+_:O`#'O]8-9H)9T]X`/0B[E%/.F'Z'$Y(PCD8VH!IY$NDF5N@TH M(7G39[SWNV:7E2NLQ,)P/#^T8A\Z*$B2P(D38RR)-E%(=>Z0*W'>=`TX4NUB MI;]*G/G3,VHAEI27Z=^H'6FI03[F%7*,B1A^Y#7.P`@819%Z$85,B/Z.+TVA M?8VEW[6-1Q;(-OT8VCXR#<^-S""US1H@/>#+CS ML^(LD$LBQY.[G:#3%G3J:L"2YY!D)$OA!=&8,\5MHZ!.20`*,>CGG`R`P:)? MA['07@ MI]:95D(2N8[:ZOE.\#R8C/PJ854T9E@9UE%PK#00Z5DVWQ'*&10YBHS[>RX! MBF$8A['C&Y[MIM#!P?*AL4W*5,8E M:+4EJ=[.CD.VEQ3IK[.GJNYZ`Q;U"CQF]:Y@OCXLOAR4O#KG2C`RZ0';HGK_F<+ZO[LO@S7WTLSUW3 M@=^:79TM=XLTL9W(="UR!1\B-[8\TF#50DG@AAB]B.WBRQP:*8XJ^FM_A^M\ MQ`X`FR;?=5TO>O/`[;=-<=^^NVO`P4#R%^=O#C)?L)EEB>F"$/U6ERU2Z?4? MUX]8,`0H]"LX7.K\8[!H[EG%4I9A@KOG769-2']FHU]=,IH?H>&LJ2B&=[&'^_( MQ_$ORJX%Q%V%PX]\5]3M/)6C$*9)JQJ;=E<75?TEKY^*KO5;ERXZV.<@STM# M/TH"%*$PCE+7B`;[3-MC.G_^-$;-'&>TZH)>7_".:/R^S]921!OO?K%_M=^? MAAOO[%_-]XSQQD^W2I3GXI_&GGDCH'$+$1QN3IWG`8KN-AC\^4GST!C-)>I)*-P:-A:%RJ2K>MJU:V4EF@>YJA1D4MO.'4^L2`#:+3?M04M=QR-_4^U=5-B+K M%6G\+G^90&3O/-D,8@3WJJ]5C.]98ZL4'73V3^.L3QARE?[*Q/@N,[XF8<9U M.JL10B1*KD.8=8S#*Q"ž>[!!K?:JP^L-D+.YPSX*';8T/\-.$8K\$(51 MA$(:Q5D>>WD/.R[\9+:N'OCEE3?Z:PIC0192E[Q3EU?6"2O,A14"G;COO?.. MP_[SOS"U:C#:U-%;#'!JNMBJ\64+^"O%^\N9UW'A8$EOR+D*E?K8T\KQ`GQT M.@3KZFG<)';CU#XC[?_*OEVRWK8'B-BHJVX9H&\Q*.(BHPR#EZ$0PB`.88;2 M%/IIX<!V\' M+P`--PA=G23!T)F:Q@K)#I0P=NRJ+<].426L%L/X-^R/S/PB3X.$Y)`4H4]P M2I,HZ'_?([[0^43I'[6\K#=\1!R,J%Q)$W,E!-CD1%'B+],A\,X3,ZI+(MG? MO,P=7QI\2C54.9E:%91QUYJ30>*KANS'[]H=C&7Y,$,%IDFW^/1C`T4A\V)+<7/^R[=$B]VF+,F+@VSXR^3?%FGALMT>88I`7YLI@O#\BX4K@5R/,`8W0-.!$*J!#A91FT,5F M7B[Y8C9E_V8SBS+"$I`D]EG^D<$(IQ%3I_U0D9]%LJHA^_MCZ4:'JUW%!RTR M!>60YDY<.VS2IJ@>$HP9U(\71%Q1$%7:'-(091-.J(@>'0HZTLE6-U@.BP(E M$241SFB>(`+1(%H91JF:DLB,,+*6[,.KGII(,2BK)[;(TU,4,=Z,:\H!&4*J MHD*><[JB9,1995&G1$A;;IJ27_+PY6EU6R]G)/"S-.!UDT\1(D$1),/""(ZH M)ZHG^>T7@M>Z, MD/B^NZV-S]7#@N]HK+3[Q_(+"B/B$8)KTXZ`B$'KH7?G'+7_M M^UV[9U"`HY+XZM48N_[Q6R=+3@-D>3*@!:<8.",)6F0YH`QZ^&M#LT9:)Q!+ M.YIR^7Y]5_WX>_4T"PH,PXP-EJ(HHFP4BH9B)BG\7$XH9']]'*78HP(M+,!P M26N%-&NB8F&3,"6UD.#*F%Z\(.&B8*@2YHQB*!OP2C+TJ!#2#+1KFJ,5D'XM MU<]("#$.<0)1#,,\IU'4CU4$L?"RA/(`EI5CC^MHN4YA=T2=O^L",@IUD\Y#?J^7R[^OZW^LO5;FIU]4=?^.N:F8Q MC<(BQS$KAZ`7$(B\#`Z)#\+".R=ZHXR3EW!T;__D\$"/#W0`I1,493I%$Y4Q MF%1*6%1(-):YG&'E8@:CRZ0#VF/(D%<9C1EJ9*JA3O<^5_PY1[Y*LRVWN\T, M!W&1A/QMBR`@*$1A&`_C$83$SF[K#C)2;;0/V0,ZT,&3+Y$4J12NE.RSJ%8P M21-HKFXZ2T1]>.U\64"6(DE.>W>KE;;\OFB2Z6[..=X20-?*9L M>1P641&B(('#PG!1Y,(%E=JOCZ,U`RK0P9+6&&G21,7%)E]*JB).E3$U><'! M11E1YWR\6<+NMR.TO3A'A1@:(H(BE%`2;^4&ZQRDLRJY'YY7%TJ4,$ M6DC2&B1%E*CDV.)(26'$Z#&F)@>V7Q0/%8Z#% M9KZL-SM^@\GMLIHE3'?\.*4P@<@/"I1Z!,4Q+CSVKVB`Q<3"UN"6]43T@J0- M>`8._FBAR]PO8LD/\UI?)O:)V^XN=;T7D$A@5PDY% M(MO<3QVLK-M7CS2)M1]>+)[:1[OX&X'[-8-%M8$_%IM90&$:>3#R"S;%/)JD M$6N/`P7/2,$?'*NHEEJA_W)0FYIYN7AFB/217BT\ MR^`)*;7I!T>N-+1BVM5W!DW1)ZR=)X;#]:I M2)!4TJ8XA.V%S185>(8%_NB`R6J0*H-B`C0">9(KG@J\65&>T\QK.,FVR99PL8Y8JMM>L7"S--$AT1%WT;'A5;&D3(JPLGZMR239;EC7M MQTE"2`*/9A'-"A)G:9;29!@G3ZF,JDC_N&5%X7A`!TA53>3Y$E,2JU3)J8@< M2U84Y"4;%]1#F3A'E$,=?VUH!DELV_YS5RX7]XOJ;K^HSLNN_6B!G\`B@P2F M81'&,1.I9WV"!1+>G-48PK)Z#,B&UVK:%05)(=&E\?I>ZD@,RHF*&^2);WV. M1*+:!J`%-0A8- M_(QZ49S#844^AU#X:5K-82SK,T/W]O27(5T[FN#TNE"/2*><6#-@P"$FQ55[ M1$;5E%N/61'YODS!&0DWQ)L#,F[*DMKXI)(LS+^N%]OJCI]*K3:'HWZZ__JE M:]$\WI/=H\%Q#(,(ISDA00BSQ/?Q$%R"."MDRG=+$"R'@0XUZ&"KB99M'X@M M"3A`OUS8>,'\86I:WX.O7_;/K[T!+]M-)EIE4"/XPEJ$98\YLF)AV\IZU,]` M4I9IW52+A_4AD)/#%X67I9BRS![1`+$8C5'ZG.13H1-XIL<<(?_^^N[+._"H MH[G&"!83V2FXE5/5/<(C/75&0@7INZ"9IAW@B$@:-ZNV.V\%97!>[];;YFF& MX(RDE"91GB&4$R]#$>8'!?OE98B%6ETD?LZR>"'X$6*H=09M;TSW\>S_X>5W M\VSPB4]"@8V)9[L*XEK9];(M6C^J^6Z[^%Y]NK]?S*MF:-&($IB%*,&QQSZ) M$.78[T?#5.P"9,TA;+=H]:C`'I9RBY8B@V*A=P3RY"*M"F]V6K1.,G.I14N/ M2D=BIJX5+UNT3)!BXS3K/UB8?K^M5IM9`BGF-P?Y;"+$O&L^BF&/I4A#9.E$ MJS@`RTJE=E*/PP->=Y5R%46 M#KT.S)W9B[#N"`=V*>S;J'X`5I50L4AYOJ*:E0.+VQV?^;]6;**SK^"! MA6ZX7N_*):I7C\R,[C.&2>IEF.(L\C'FC=5Q&`Y+>T$D]H3)6&"L1]`>'5]C MGQ\@`^6RG>/5'1,&#GOY!+8U*,&!,)3SM@R3D>I1'"@045WSG61T/2/0[6;) MH07@P,&?[D%G!#BTPCGG2<1U-MRN8?VZ7:Y>"@/,,VPQ](%$OD%OSPC003G:=8/'B6";Z$;'7&< M&,P#\.,^%7]L-[T'H%*UD#&>1>K2*2B6+40/-;-%.>QZ/>/LI74:IF7*S"D8 M5ZTKS3`O5D0*\G*V:C3-JPM!R+Q1M?.MW/Y> M-15MZO]4LR+U<^IY!RI:N#RRW',X:W"WW_>_ MW7^'AP%'^'T%&_Q?#S934B\7L09 MGTVY.'/ZVKV>WCW(]E75">@5CRCCTZP61XS0+1([A`@Y$S',DNE`G#!L4&UK MWAF,"?"A^K!8+U:[U$#J,7A?!BF,$A1XX.?/E@U4$S M*&(R%.L'"DOLVH@6#.H;\&%2OLU%#DN\VPP?8OR;B"+/Y"B&$@5V?X)XHF*5 M1%!1)DVX;[F]QW+S7]7R[OWZIMEMMC.89(%/PS0+LBA+J$^R).H'2G),9%J6 MY7_=QN%-+A)T6``' M\W:Q?KOE<$9N47Y%QPD-TJ?.D<9D#0-J4[-(^Z4!.&=!;[?D#4%M'QC?,&ZJ M;WPMY7OU?CVO5]7':OM+N5AO_E$SF)NBNJ_Y>P@_9J2`E(29E^=9[%.63^-D MN-4RS#W)FR9'!&99NN!\NRN;1;D$'!CX*\?XM\FOQU?G\\(W/(G;'/G\I['] MZ@W\HSE`;$.OVHHTFG(X'^OMOZKMYVI>/ZP7_ZF8%)*R6;,4:\-^Y-,]!XB3 M#&8>?V4LQP4.*(Z\X4B8EP;B-Q:-BLKV9F#UO.-QK2T?<),`LPDPH\"S5>#] M&O1V`?Z#?&>__"&S=36NHP7V%9WUL>2NX_]']TKL6SKK9L5=S2G<+;3S:9+H M<_NBDSC3@=6+B0ROI_Z.S&<2/*<1`.C%>>[[119[,8I3Q%*>?+@')DV*V'`F M80B5Y4R")9-5T_"3(>US.,LV/01-U2:3_)2(1`C&B]Y,"P,W^>Y,"TX?+)@17J9;;>C\["L"_G MUZ;^GVJ^'=9'GGN8>1[#X=[41057=;/E6&_8#-]\JY=W?8 M56LE.#Z=O@;A9,X4WE>NE'!Y1F@U]0PS4R0:(,P3/WEEHFI M_.Q`#C(U`Z];,:9UAE!6LA^L/S2UJ.]HW;S>L>GQS8(X\#."$8$(PI2&.2RZ M\[F9ER=%Y(NF&Z;'M;U?>@`7/+9X03!PF?DGWQ$#RE%]1BJVEOB$1+29;.A$%;7#L0WZR95MN?JMH]0(;S:?[MMN@[5R"#P]-Q?[_ZM*?G$5IZ&4HBW.2 MX3#&GI?1HK'!AQ(E%OVRH["O@IXE9J M.A;>@(&'*[\Q>4?3.!Z7ZGYR;!(ZVRGE&D]7NZI<`ZQS*NE+M=TNVW7;S2P* M$HQ@'K&Q*)9%\QD*F'\K&ZG"0I,^X57$$9A36PP\ M2D^5&G1E&I:;EH M?BN7.WZ=6Q=%7I40,T1PAHHL]Y$7>D'BI\A+>B#$IT)9M;W1+2L[APB^N2WWB/[(TDGECRF]XA.6!G;,R:/ MINI[2"T8"7`F'*1,\N]D\#)JX,6@9IY*Q6#WH6S^Y)TC;6FT1_169[V=>A*&7P*#'$.9$Z`E3*P-;#G$=NK=]%^;+8,?^COU)YL!`$=2A!7NX>RG]=+2*-JD'=`+;B)XP6$)I>40MFETF2CB0&>+;R1AFRK:+ MX00SKY7S6VMONFA-JK,5WH( M4+$LXS&I"U=O0+6^X]>BW':W.TR^A7"2/ZD5?ST/.+M`KVG6U?5T$[0IYIEL MK-WJL5VH_[JI[E"YG//E>#8MGY&0'X]M+]$_ZO7#3=6L/E?;7;/^U..D*,U" M$OIYEA,*3'F<6);%_PN.!&VJ&\W0?HQ[;HK/:8P9*!?LM^=@4:OL7( MY*%IX6ME3&.X5"6O=+,#M`MPPT%D&/AE)DL=P MN4XB[9CK#2;;XTP!M:Q;&G=?*Q^;.EB,R^7_-+2*T:D:1*@!!84)<3WP$]ZVA[877EF+:2#/$;([CWN2PG0!UYW,[DX<_QHUN&WRYV:"S MN[U.>L(<::3Y9">!C95=C3F_3"=@1KQF(#L;=_;\9*G;R.0HYG53N%`Q MZ;OA[8;;(1&%W>.[79/H,=I95E`:>`D)`O;7(L8A#`<\&0PT'@LQ",)R*M8A M/:@BP0%8K5AHTA$J:=)$/C#1TG/1*?P@P9JG44-7S2C]+*`KCPL\"+XY@S/0=AUZ/H?#\1$]0-08> MI^XP+ZDZ7*NJZ4@T6R\M)A?2\T1*::@!?S@KGR9LNZJ-/ M$40D]XO$#P@DN1+>:VUYA'[2SJ" M+II:Q])M&Q$M)UN/! M?BQTML@Z"!=4NX-J7;5%W6)+M2UX9#35ON8B1U2[@VE4M26]]M.JMJR=VJJM M1*S0AFF_17MXF>?FIJ:[]5UU=WCGSBR):)BG,`G]L/#R/(BC:`@97HR$+ZHQ M-^*T76GSPYMY-9[F,.B!Z]NBTY`O)[U#T\P12'!3@P[F\65KTS`MOJ\Y#>-J MFYCDU-QN;Y*^[Y@_FN/O]#8KA8DYLS-IGE@'MB$M&%7;G(NF(LWY)RTZ/%Z* M8>*E!0M_GH=2'"$T](?[<2C\6I15$([%H^-':?A_;4HKM;VE&:C&=)3AV'7Q MP2"C`4W;289BW)C.T@Q[Z&78,^`T[5!XA3^5Z&C*):X'3&-VBL90L\0J=KR2 MU>.R?JJJH_<9NC<6RH=J5A0$YU[J1W$2H+S`)'U>^O-C1-2[7#4'MAP^>W2; MOX!55T\?A\S'`:E6]Z0N^]=#XZ3$ZZ^B@1[MB[=MW*!?IV%U1#<8/.^B[@ZU MEM3++`FWH1HBVX$09L^VB^VF1@G4>2,0E=OYMZ^/A_]ZOTT%.8X<1TGJ%<0K MBB#P\Y#F>+B0.\ME#V68'=QRR&K!@=WC4:!Z`U8=0*"DE8;9%PY7TQ&O%K). M/+S6N>/KX]'_]Z;?I@?0`7=HOYPWGEN,OXNGXQZ-!^\N,G8YG-DAWYV09LF^ MZT_1F212KPIK3H?7#QS@IWM4K_B2>O>ULJHP*6(**0[2G!(O/#/J;L\;S` MX0[W6C[B&?:%=GH[G$\/EJ89O-&K3 MBW3)U:9FF'B3-`DS0E"2 M^"1+R%`8)U#L^7.S(]H.>#\X\Q58K.>[IF'?;?_(!XMMD>?_]<^_R?3-&";[ MJ%-V74Z<9WHY3I2F"?\^+%9LZ[ M-NIUV3P=_D=P5>_6VYD/H]2+_#`,\B3WDBR/T^$%I@!AE1-*MJ",U(=XXHL> M"H@C$X[_R\X(,Y)JS'E:6CN%WXR)L`F7C:G/@F3+"[=I+[JMZ,:M%9-Z.R0+ MQX!]C_M1[]X,LFP[CB"*,[_PX]0O$CR#;7!*26I*5^J![Y.]$M5/S3EX[?% MO%SB>E4NUC,:Q"R7A5%>Q#C)TI`)&0JQ7Z0IB?V(^G)OCZF/(_.M*+TV=H@) M_-&A^N^1/YFS]%SX;O0I=>3C,6!(;7JVR1P-VS7U8P777?_\^S4+GVIP`@JTNX-R`+5[=;,&?[9H^8?<\5LHG*2<6#>6 MSJD!:\7R;:H4=D+1P+7)-LT5E=N7?-V4=8?+3?&]V!1YW0U_^+.H%U&0Q"2P M<42+5.+Y,>RVE0\[@9T8`A!XF-/<^W"8PA#$.G;]=SQ&:MDQN;93C.FF>>Y.IR MNCF=9E.&H#1[CB>?LHCB'G2H6K]4[(VQ+O"&3IC0I!:Y88*=.(`Q"M.A&L/,F2$TED-#1LQH^)6[_'M>;G-"C<+%][QFA;2[W#79UD69U_7"B6.,`LNUH9UX;N@$CA_U.*PX MYIZ?*6E<^3+K<$;V]AXTJ$$'&S#^-YWKL4^;N(UAZ\0D3BGQ!DSHU-I7 M:>K!`L.8'2[:TM[\I;K?_,C6^]--VGG9:FNJ/_: MJ9*]P!AA!_K(BVP;I=`.V$VX/F>P,1:90$YJ2%]>\;Z?)X9AOAU0;O6([I0>P`,-U-:9NA*PYQ&F.SDXH)%!KS.Q" MABWOIAK2".)*6.[RY5-6U\5]T5;`K;:;ZAXNE]OG;7,TMU%4IK3K_)'M\G[/ MJ9K2<0N_U13DP[ODM@XL2^[V'B!!9.0\1Q(40Y!G5C\BUT M0+$SW=M#WR4M!_A!:P#XLS?AS!+`#"[COS=BE.O&W2'1X$*>A',JDR?R3FT. M,B#]U&=K-<,($$Q&W^*ZW6YN>7!]S6CBO(@"+_7B!`4Q#`/+2RP4V#VHP(^1 M2+:J%HGB=':J.C1&\*J[)M_Q9<'FN$UO2+[D,27I]"2RS^3;>IQH2$*NR=AJ MCG$B?/MF77RG<+[GR>OOV6:[SIO=)9$*H=\\JJ!/C'=',>Y. MB`12^"I_K/.NI=^RHJQOJKH>S@ZDEI,B]DPZE3@[P6FLXM2L$TGVF>$/&A(=JW'5DF+`R,( M5J[YW>%'ST,IM&P2I7%J(S^&5F(-\P<2Q#I4GQ.*X;I_\?3O+.Y3J_T*/*=7 M_>T M$#AN9>8XD=.68$Z9>V+]93([!BR^3+>ADMA=)J;@Q:`2;1@-?A*Z<].TC=:?O.,,%DD/[MGH'@ M3V8B:&R;J!EFB#+30(3".T]P]"IA7X>+DPZ9G(, M=TP\A8)M@Y!JG1FH/S)^TF5T$A+?H^B[/ MGEC9VS]>JO)+]I3?KF^*_]L6J^;CO^>4F*_9ST5*4@?93I+X$(5QY"=D9Z*/ M+4O@,MY'-(]+="=?\3NCJ)\8*[]<@8X8T#,#]J@!6;D">^2`W#QB!%V! MGB*PI1P!1A(5![!'TQ6@1#'YIU0)AO&/Y&3.R/^13%(]^_VH?55)KF%0QSB3 MGAB$DKO[&I+1?$CJJH^O7A+SILO0N]*M_=WISU6]886BUTTMKKT7QAA;U!)V M,(5]<9+?4_:85;[E17X08"]V(,$(.6D\;%*R>D&24R4#+#(F.^(,(GV%Y6PH MH'#("=A_D;"^:DZ,L:C"F!G:^M;0(SDE,L"9$K(@`ZR8-?$QK1MJSW;4=X"1 M"8Y!/?,#Y#0FL260QI@$6RQSV4O%*%)6/;XHMT7YT!4BK,J:?N)INV*OMU7K MQK9-6V">79WZ6OU.?=`BV`KQ=&09T$_ M\$7V0&:"J'@'Y$#`6XW>F09VMEV!P3K0F0?V[6/OMAU:"'H3!;.$N;H"7_3_ M`+U`+*K/V@&4Q&F9ZW9R1.&!_HG03QU"_H,Q,G7D'5$7A6`\ MM4:-Y`EF'!V*4VGA'DLT;]T-?O@]*Y[:$4V3YN>J_+*IEG\]5D^4PSK)ZF*Y M2`*:M[J133P7.BY.[20(>ABI0X3*\D,L"U/@""6:*,CH&:U4Y1M#-%29>96>+BZ]8)GDGL!I( M%)V"CN-/4=9WG)^S:=]$2@W1K.EVO$O\I!`CMO]))VY5_WS)0<,+C!,8)7;J M(IIK6M"-$S)H7Q2[D=BC(A,;$QE.H]X8.7%+X]<9QM1YJB[M:$SGV)#Q)-P61@O<*$A)"D.$+!]:MI7`-"))A*EZ!`0+W60P"+;BK&0'#NR9 M>K6_BW46@WV3FZI?G7(,9H/>[N9_CWY[4XE\9*%+@QPC7+9M=L3J M7C1/G4Q]])\)4`;V`4."G8G,G*R*9PY$L2#0YY%F%>3R M!1%]K(KI?G^$O0<&>F1SE;TX2]09A99#L"&B*LF82D4?E#E_N!ENF`6>Y_EA MXKB!'0703T,W(7WK/DR%JL]+:M*`O'W"]6)9O$O(D=50KB"_Y6);?Y)[PW$G M5[(##-%!V5:))(9C29.CC'?YLGHHV0V3Z_+44=#T_CYG[S;GW<$6MN(:>SY. MB8]HUFG9L1<2._%[K"BTH#0=5050L>K"YVI;-M?GFI%?K?O!O[,'T-_?HNO# M._[@TV!,?RSNS#D5@_PM0;]-<+5\M7_C\,N7'MYU@#FVK50X:FQ84=TO/D(0 M4LZ!2,C2XQ!I`:Z[PY"OFEL+>\4IT/5UN:E.XTT]B#P2$"=P$-M==)-H",@1 M(4)5J&<#.6.@&VSJ+FOMU[RA@:^@=NTV%%6'/76]0$[H,Z(#*`E__-W@@P2_ ML:Z:$`"5]XX/$@35\R`8"#4Y1OYLKT5V7>9OL,%RU6IZ^I/=9V@-&PPH\[K^ MFM?L6``S`@886I%C1<2S4B?Q0Q@/$3W&6&J$U(OZGJ5Y,FF<1U*]2RTC[;3.Y*)X5FJ7V5,6K7VKP\2 MR&0B:'M.W[!K)8(G5:>WIWSW M7CBHSB9A)RCDDIVI]!LG%9,-.CF\Y5#%/22_+!_SU?8IO[V_RYFN+#?;-14! MJA;-\9]\A:IZ0Z7AYR:A3/RU2'P$2>K9CH6]P+$0J%M:=EM M*\Z$#T#2D5KG:U;JF*4A?VR*I^)?65?6L%TQV%2`%&56+HOL"9"G_&?QC7YH MP\Z7%INB\6LMF-Q*=Q9?>CJGG\02S$,7,<_TWF@@=@7XO(=WZ?YG)O@`'O0\CS!U0ZMT!2+ M^/_DQ<,C$P1(T[7L(0<].,#0"2\VZ/4:[VJ"L0X372YH#`'[1?&NP)XQ@%D# M]LQIBN7U!@U_QTRZXG6THBQ:IDO.IMRS^-Z0H#&7]>^2^1F=H#'DL(MV2ZJE M-U7Y\#5?/]_E-'B6M^Q[\DV]"+`;^&$0.X$;^[:+$Q+9/>X8IJG>(#01K.ZP MU,,%#.^O##!H$;/5`&8_:(%KCUA3G:XKAFGT]YQ1[;"?;`[[R:4N8FBL.^\Z MI=%/4J_YV\1#67Q(CY!2':4Q9K*(?GO/CJ'E9=TL&%V7RW6>U33.IRB`MN.$ M@0^]%")")Y<]YI3^0F^\G`!4=ZQD4-D&]3Y8T*/5'B"G>%A7<-3DW#D#X\A. M86A(/.TPI>%00C_YVX1"&5Q(#X/2',3U8O9TO"BK'Y.,_N$RA\MFBMN72D+K M?%6P/VSFO%$0)6GBP\BS+3MPH1V1=)CS!E;"^P2W.8@5!T4&$W0X00=TJ$,- M!J@BJYQF\7S>O#_&\[Z[-0T?,["&7U6!1G-!T5PNZMT0_KZOO12,^[,71 MW5-$$TXH*_*0Z(GE^9TCEI;TR-G6Q:&/=EZY`KT!S1'GOF*A08>;1['.==A9 MK3\-V:S09N[)P]`Z:!XA^VRCHRK9U;<>XKO'M=Y`\A/?2WP_#;'M19CV6R]$ M/:0P=D=*OGP@<`K\(6HN,_KAO'"OL.])_-'7_XS2=2%V>82='4^-$[, M%9IZ4LA5TSM"Q(=+QP,>-F=@-U_+9?%4-!/S-YA@ZOMA1(C+WO2PB)/$:`@L M,<+A.!57`$2QC'^A,;=YY+S<`%Q0^.N<]L&:IHB;'WE>@C_^\>4?@.2T1V=/ MS0,66]KU7QMI:<[#L'1Q5[AH^#6+";N[BKN'+SYOUR]5/2%&J'"U:)"8V M.N^X*;+F%G61UV_A6,2/"4*1`Z,$)V%D^UX/)\&^/RY$R,6@.#KT8!NA:.&" M3WMH16LI*7.%J(3/YX7QZGW,&2S\[N$V2;B%*.;2;#5.,TZN%9EY4JE5TLIU M+N&/=#$@QS"A1:7`_9J6I;L2B_R=58 M';UU5==@WY1&(WIC!#:*E;CB\KF`N;T@)LHGB9Z21NMQ!?\F_-PN&;>KKL0U M/!OD(^@ZL>.MDG@#MK"5FE?IZ;^"$Y"#.C#H,5L_Y'7W(I2?>(YCTT8CZ`21 MZQ,26*D?>'Z`XQCZ2*PZW82&1(;FJ+)TAX64^F7IF5Y`.TW4F414`KN&Y)HR M+*FD=SV!C!%5ZY=JG6WRII82S5>;IQ@6%G8]+PH<%(30I2T@Y`=]2\0*\*+, M'U@%IJ]\N>'(5KB&4MP.I7>`^,^/]N"Z0F047OO"RK0X=MSF$Z%J(D$&1*.I M%E32>HO(.>ZB7CY5]7:=8U;R;U/04955F3]?E?;5^ M;D(>_%8W3Q(NB!?Z=#BFCH4C[,:8Q"%Q*:;`BPD)K4MK*OJ`*#RQ.^`'^P;L MQA+8V0!V1H`]*\"?O1TBN;TF#PHX\^NNA3[-C/OUUBE>YSLW* MX/74T5BM/C-`K#4;7,TU/`2G%V_>T>Z.T7YYS/,-*]$]0-H942>O]!\O59T] M_;:NMB\U_8JG[8IF;DV9L')3E-M\=?N2KQL#VB7`!0D""^(T1K'C60C9-D9Q M#Y_.G(1*0)J"6<^9V,'.J^&4?F-J^^#`3H'VK`7?7D%O+V@-9F\6=":#?9O! MSNAN64/T(5M3O,&YC6,*7'6)B7G]1LDT7),CS\SI3>M*ABP0&$=+9;8""$;L M&PKOH6FG.5%5PY]%O0@"Y,0(D3CQ41#!T(^PW[<5HL`1":^C&E`<"W>8VG-D M5'08+-%8-8X[OL"BG#:Q*"#.F!*5/L;*&4F=1*(A^C?-ADIBKYJH++AZSHIR M$=M>$-H(VHD7V@'V:1M.WYI'Q.XLC&Q"O[JTP*;J"R^#XQ1&`7F3->8B;UI4 MID4AH#."5!JJ-*)67-":4:1PJ\WGO&09U*[1;L?'09'MV;8#'2_R@M3U8#2D M3<1WA.1F;!N*]::#!?;&S^6]3+DD\BF.#O[$)&<4=4HTYP0W9T1G*IN&J,YD M,RJYG4Q@\XNPI58ZR;M^?ED7=56R^5_76AC'=%)F.LQ0L0/8=8<++%DY)J%UK2G<719B#;2)B?#,C/&K MKP;FQBGO.`9Y9/>XR25>!0A8J?0]YOK3[U#U_>0Z[D>A(0$L8-":/?MN8D7\^KQ MI$84:_+N#'H/KG\56WQ./8W,R]*LC43:'0GZ5UD;E.*6>0*G0#8DCUI]0 M:2F$&:#4\2PO@GU;[!%V7K4> MW8#J[7&&2X+$C"?PLD)KX4YP=WQVVOA560M]XQ1Y)(T\:GS*ZA-*/)DD`U1X MN@V5Q%XCH+[7Y:K(RKN\SNG''YN#FM^+NEJ_?LG7WXOE<&'4)E3I[="!4>`E M)+`30KR^:81=KMI\,MM3K,TM3-#C[`YWMTA!#W6,ZDCC^[)VST&UF)2;SS*_ MU,_!]CCEE\4Z3RC@9.5$9)#-J0&!0KI)E;HN*!!&OCS2'O98W%79ZD?VBI/_ MRM9_Y>QIB;YI5-UL5EW[EN7XQ'4C]CXI0FYLDV!8@B<($;X"&]*;%1EYH\IM MM&BS`G1X`?ZW[/GE/Q(PP-X-/U0!BGS:X!-AY\0(5$*P`<-0C5V5XIXI,"#_ MF;UD)56"?U9%N?EO&B/8/=FNLG_?*DP0A&[HITZ0)G9,$B_M6X4VQKPIG82F M%&=S/4+00`0=QN%]#8'$0@:MES,WS8R*)6T7R!R3KLE@E3]3T\SNN"1M.LL\ M$>(R%2?B@D0.#8@&,JVIE'0TD1VP1W;&+&\#3I\,[D/HFD8AL6AK'HKCQ(X< M3"(X5#YPH>?S9V&R6E2>@'5`NWQK-P,Z&&,3=R+XN#BU*2&920/&EG23*G4= M3V"4?=ZNB_HYZQI(Z$S*LH(H="./^$EL$6<8QBD=W[RIE-BW*LZ:.C!C`KH@ M.Y'GB$=0#ZP[(9OC&#!`'$<"KZ8ZW[AJ1C=4 MR*_IM]>+P"44J&5'-O83XH6.&PT[S'12;%A%(W[G8::#QG;S2AL) M=*?SL<=$R"KW8XSL1!^TSM'@T2-1R^1^9J M26\+$TBGBUOLCFKL;UE1WE1UAZ?5YMO[HQ]]\U3VPD..G2(76G[LXP@ARP^& MG7076ZY`E^XO$-1/K3M,\B+V$E1ZN,PM5P_=<(T(.Y0-`R'D&MU M3'ZKBO/Q'FRS_E`U[P7TX>+J_\F[UN;&;2S[5_!MDRIGBD\0^$B"0+:KLNF> MMI/45CZH%(FVFH1SSP7.O;@$+D#5 MXP5E)RM==%%Z^,&J!RY_S+@>^:K:O^/]Z-L;`]9>SP7:Z]&N\J[&M>C7?3_C M8/I?=L.E^2_W1(8"12<^RKBA>0(?;1P95KF>H8I[I7Y0^E)NVDLH_BQ%,A>T`#ZF(E=CQ@4P'NB.'@KN9N M18=2N0V'8R[5XD8/!@@TW1=-O$@LK:1%)(>G_=BL_5 M'^_)MJYY/.0ZQZKZJ:CIT_.J>BV*9D91E-&,=O@`O0ZC\MGI MN,SJ9:2F#,NDH!=Y.)%VVN-O`JFF16,J%U-,J3'/NGUQ[:ZHGV8^R1(:H-`C M`4S#`.*(#"DK\ICT;6*E'W4LY*1ZXAPNROD*S.N:_R_M)V'PM=P\@KO;SR*% M?*ZK+^6R``^KZB_^UY;SS5S\L7@*?3COO]@V&Y[9U\T-X"">3/NB[/DY=>18 MA\()+`T]W)7AW%&8\.(Y[07?.["M^+KU:?XJID,SRQG_:9BP-,$4)A`%F36>OV?(XSN&)A6)(^`26C*D% ME;79I[%5.#S6W\P\QOB6!$'Q]%>4!C#PL^%$?X*(]-U%O5\?;4OP=WLQYB>N+KHRP:T%0KP[O!1PV_D%+ID32!B6]HP)'4R80*Q6/7_:HW>!PO)1^^]?M MO[1.)SMB7:Z:-Q7"U?;=_?>'@T,!>^B'IWZ_.P90\#A_^3*VPV/`6E1?/-;K MUH$3J3V.8NK18[=CT.M2J_FFNR@?UK,L9S#T@A!YOH^0GS.?1#TB)-JAN)5J M61BNDYZ*_W,4M9;FW9E8NZ!\3*W>X9^^5.^`VE5J5>^]7Z%6MM19`CJ7V<#%K MR:TN?RJ".@)U6I+)<1U;JH>(;T3DK33&TYJEI6")+6 MI=O%8['SFN^IE>OK%S/UZ*2^F$MO@:W>GDW_VMU`":.O!3Y<4QH MG+&8T9#EK`63)I@%B=*]+#<('"M9#UK4R@;88,`-#H`K"ITCA\@IX/5]H2:- M"F[@@BE0@^O)IA:Y9_34K;,F(K2.C:S&G/^JTEP\B(\;Q[+77=>-/(`>9#GQ MDA@QY.5)$B5!D&`O013R/U:28>/17$MN!_#F^'Y1567-N954U%%I55//XQOO M*SV_?9&H2IJ)X]@]XJG&6J5*[[?RD;/@[?:.?5]J_-_7:5+A;55GR^ M]7+JH=@/@SR+0XQ2Z*<)Q"R-TXA@F@:*]_SU!W*L80.V]N&X'AWHX:G?[3>@ M5$Z_1F-33;JTB71UB_\D26=DRPJW$U$L.[9\?V'?%D'2.I6N5M57T4SER)B? MBT51?A')WQ]UN>%9XGTS"R!E>1K'>H2:%M+SA12$4ZSXBF*\=,1$>=F5>-,[^= MJ.WG:K7BD_OKO%YRV?<9AJF?>QGUO1#'-(<]D#S.E/:\]D>?C.*"/P5L\<%4 MX%9ME.C`+39EUY5'7`FOM#.NJ+T'G!JKKXY_WI7^:AFHI<#Z5%K6X-V=G1F+ M<1@'(?9BE'DH2+(XBWH0+//([+FHRVIYNYG7&YLJ+#N^RGI_"]76TK\!6?%0 MKM>BLK9KS3C)-;_CU'B]J_KF7:UU9>.TUKD>A;;SK&)1?>%KHFAFS,\93&(2 M!PR&"?.XX`R[:Q_G4K>%G`T^F2SK!NQ1NTFQ%#QB-<-RXPQW.UL9/UPSNQK@ MF2=7ZJYY5WJK8Y]>:J5+I-3UL7,8TO7RUVI3-&V/G73Y][;9=-?88)RB,&-Q MX*$LA0FF.8U['!#E4IM;9X,[5MT6CT)S!#<$GQ?127"K*Z+LJ(B*%FLMYEV' MKP/45W>&?/.*JSM%KY^%$^?(W,+4X>M(Y')._03N<+JUKQII#KNM"5`/0Q1% M44*#**8<`_*&PD0>1KN:`%TOG50$+HRN7A'H@=JK!_!?_']7#)!TR[M*3I6- M,RL&*%$HO;C9O*Q_GZ^VQ8?U\W;3_%)\*5;^[O0/SA,"!+H;T.(#_K4.P)UAZ\R:M,'Q1%:@%5,J M^U/0PNH*=D,B2G&>P@R'49[[*0GB/.N'1)3$IJM+=IRKK:Y@2JLKT%I=JAQ/ M>'4IFR*QNO3HD>SD]O14K7DJ_(E/C(*'R.7MIEK\LQLP27/JQP3Y),<)8KZ? MIK@?,(@ID6_M9C**XY75@6N['@[P0(M/YV580T(OUTK&XU*M*#(I&N6K'./1 MJ5?.,*)5KJW@&0).U"?LD#:!0H0E0RK;\TGQS9&Z*>_+8OFQ%J/S3?%*-'-; M+_OK!S#P64Y)B%"&/1*'>8;"?E0OR#.5AT8,AQI!RSM0H$6E(STV"+TLXR-S MJ:;E!^#X^@-3857M69`1V=5_"\2,9=GG/\Y3<4+D+7(X`:6W:4WE9**I/NE1 M[8?`,>3_"CT41#G+,&(8QQFK=05,5&BQ^Y$&W:,0N MJH<,.LQ@#UHGK;'OB\NIXU7=H*95[](#\FGF53VAEW3:]XA,$JI*U(F4U!G? M$TA0W=E6C3!A%<+7;[=[%+=\]A8_+7Y#H"?0IA!'](LI$F01SYE M40\@"N126_NC.@Y!VI;:0@K*YV*^HHT8_<-:O-\JP.Q& M#!&D$<[%J'X2>UY&]C7\,(J4&NL8#.,X!`EDH(,&]MATBS$F=,K59D9B4BV6 M:)/HI'9SFJ(SI1P+O$ZDLF/#DLKZI-/6I<,2,T5!Y*<,AWX"(XPS`A'I!XL# MJE3_U1MA1#72^@1ER)^J!KFB3E]^-#\IV5:>\Y^=[!`Y.;W1,N*DU.A3(M\F M];&JV[<4][+6C^CY/-G*6(KX[T>9QVCL#04!Z'F^4G]4_6$;1#?-4$]2=$:(+/`Z$36R8VR)$[YU3._A3H%/& M.9>KBM?WBYHFOGN7*)S!NKIK-(]EN7*1U&DM'=).'>!RZH`)U"(=&UB--9== M1L&\>IJ7ZQE,HRB*<1)Z2>S[`4N";"A'>!Z1NH/H4CB4RGSD*=QE5/I9QX&M1Z-WQTZ-H,OQQR$W M:F%E3%I4[AHZHT?WBZJ!]>=[]/ M$NKA@,(<8@QQ%'H!'LIP(0NDCBHH_ZACQ>NPZ"QL-6HNJYTS5M2T;BQ"Y'7. M&3%Z*B=-D(S&'=IV0N&TS)^`ONGAK@S]KJ!MP[N1_6UJT6W&CY,H"A,(&"X9TM,\%:9D9.^- MA2>43Y>'"8B?-O3*?!HH2.!_%O/5YI',ZZ*_7>SG)`UR[/EIGA*,0AP,';<0 M2J7O]BG_L&,1[/```4AGL:OS=%D'G5*D)H2CLR.OA4Y9TA-#-;9DY/"MD2?T M4)N+"0BB/O;*PF10D,0/Z^6VV=1[V?68'\5)R%(2)>UK/F$:#++K(ZGG([5^ MV+$D[O'HK'EUFBXKHE.&U!1Q;'+D!=$I27J"J$26C!Z^M?&$'FI3,0$]U,=> M69@+2GIX7]5/[82X*Q:/ZVI5#9OR.`Y\QA*?!BB/D$\@A/YP+H_(W5TR'<.Y M2@[0P!Z;GB@8$"DCGN-PJ*JCDZ!/15['H5%7:37IE%/=DZ:?%&!SLB:AQ1;, MJ.S.(06%;E^C,,MAAF(4^M3K1\IC*KV5U_QYQ[KM5^D_[,M-Z^'%^4B3"*&XA!#/_(IB5%,AN%\GG6K=#+7'!E,J+N\:/.Q?T M'2:@U;=[WQM[4FH->)F$O)K@KRQ- M$-5:\>$8,(@P96$:0IZ/XXP/UW?DS7,_RZ3S8^4?'J4^K"T(ZCQ)UH==4:13 M&1Z1'<5BL"N63,K`-B7RK9'G*K\Z7$Q`&O6QOZWVZA,@W:'LL$GLT;ZP,/(A MQM1/LR".HSQ#PT&S/,]QDJCT*3,>S+%T_G9[V"39L$&U/8;/"^Q5R%4375-> MG?0QN\37$66R3O5$>IK9LZ=R-"=5+C=5=5$^K-^\T+`;#P>^'Q/?QPBB.(PH M@6'8CQ?E$9.^Z60RB&,5VV$#W[U0HG/7QXC,RYGA:#RJ"=9T*%2X.S46E9H7 MJ?0IE;I7=<;Z$SFF%<(FD&_:L:.R/),,\M#TH5@O1$N3H^\4$!H%21HP1&GD M4T1P0OKQ1131S4>-!ATU+^V1NDA0S:A73U1'8]TD834@W'GF>HY`R0S6B@\F MF,G:L>M,1FN1.&F=_+XO%)N7]>_SU;;X>+]O$#6#**"!%S$2A`&,J(<"Y/7# M>Y'LJS]]";E>OUA[,NB,N[VROZ0.U9.<=TJ_<*/0J M;C!KFVW-'0J]0&5I.K&C=D7V!#;9SDS[ON>G(_J4;E0]U\6C@/&EZ,XXI4]5 MO2G_MYW)'^]_+3;I8K.=B_NW/\_+]2]5T]S-7V;,CWGP]'P.R`MR$OL91[$# M1/R$S-;%PWQ3+._4[E^Y`2.UDG&WDK_#+;V:#[&*!'2`"GX00'\$`O(-X(#Y M?I*^/',["_!#9^>/&G>5'#E.\AO_=9UE=E5L#[P_D?F-[S[>`P[^P'\"/A#X MA?.FXRGURV?7]YCA'35'GE.YSJ;%X;FS#\[],H&8.I*A1^[0C4&M=$GG%"@Q M["&P=/GWMGL=BG$:TX_DP]E,X6##V["JYD9]JLNJOBWJ+^6B(/SODKI8EAMA M61AG(85>@K(@QA`EE$9A;UF6J#W%^P[,<;R??1OS6Z!@AQ3\(+#^"#JTAI'_ M'7$N^7'@'5ARE5RDRQ9OOHUL>Q*`4%8@:+BYO'$\+)`V-^U#%")`7IJF(Q=, MKS\3SM1BKP].>II.I,S[GABKWJTF6=CJDT"]ETL:LW]I'^?GY, M]UB+GAUH_M\<[^&-_6*^>Q_3/];W[89^,MFQ7^!-<:]NRPL3WJ5;,U%B?VZ7 M3BOA\;?UO`O]Q?*;L#V$;-]#89JE)&,!P6%"4,;84"V`L=<7P\TCI3$4C5*X M6M`\L[4X%3K?[(P;B?!I8_E?XE)3!ZRYZ!T(@CU;%93!,L'2Q;MLRR=OT33T MI=R(:=WXLUQ\?$L()$%,<>3'A(6$(>H%'H&0$*D'\@Q^WG'^>_NXW?RTK+ZN MP4+@&;DH\#T?9S;I!N1-9--L8D%E;28I1$T1D$FUWG`E+]:+UUN>&FXY@Z_Y M_&G^4#2?BOKWLEIUV2U&GA<%)",YA,RG41:&_C`\7Y6R&TF;8[I>/#TVL.S` M@6>>"G_IX2GL0*P2?7DW>"V.U7:`[0[A`.8-V!.^0PHX5/#[M0F7W^9=BWB] MK9U%!\@D6`]Y8_\P"H[9'W%1#US=0+D(:TRM\<*YO%JFJV=?'Q M7A12BG73CO>Y6(F"7KLGO'V0!A&C M.,V36)R`2MK[,22D&%*H=*/,,1;'`90^/:^JUZ+8=<9OO^`JGMAQ[@VYXS93 ML#K&#'7C0HN7- MB53'1C/W[8W"46F6%OC/A>"M7)6[8ZR_K6O^)P]K41._F[_LCILT]&6QVBYY M8$J?JBW'Q6/19EZN^1_<5?1E_B2NH/"__KG8;.MU\[E:K5A5?YW7RQGV,A;! MP`]9CK(4^S@C#&*6QAGS$RC7/&T_;_M;`5_"FO!SES5G@]7IU\R/ET=I[L`-IT9XB3*N?;#LN:C+:LFW M@_7FJ*<5$;&9^%&4I]+T$T0C3.,NC9`@T M>1QCI:YT8P!R?4I^N>R`M+>+NN-_XE1?\Q_M^AMPJK:J&\578$.Q1CC-.,`]F.W0L04HWK$>"-&J(V,$,Q!F!C'6_,]Q8J3M)O*UB8^_<]A@L+5IL$#%NDFX:,O#B&[K;8;%;M?>#FCW+SR/^^ M*'1M-X]5UTYV%GB8[S@)B?TP1CAEU`^3'F00)4BAJ=9U`$I)DW&CK3,RU=OU M5J8.+`-?N6F@LPT<&&,Q[I.4,]+#EV^K2CDVOC MY8+4*"YP$ZMV#T-T`77Q>E?/U\WNT%J@R[CE(& MT"8;G_HG4WJCP(%5+@.3B9L=A"37KATK&.FY\_I1Z#3_MN*/!0^_Q\ACPVR3 MF&.-=C?%M#/PLCCU*0HQ#BG)?1^2)*0]O#!)W%73##"-5$X#RVTA3@21N]1E MW=HQP9[9)\C;M^!^F3\WQR.U/8S#@>BE*4QQ1C&"".,QL^"H4Q3NV%#J;?MH"_/ M9;O8??!)S6IO9)F\$J9:^/&8!,7*,> MCT:9"-,.3^-0(!>M1G2'^2V2D/K_Q]W5-<=M8]F_@H?4QJE2O"3`S]TG@!\3 M526VUW9J'O+0176S)>ZT2"W)MJWY]0OPJUNRF@)`@*134U.QY5;?DQJ3M!0K^1Y^S($I7Z MO/2MO5*?VP_>2GTQ8CB?4JVV9?;0GA/[F&[9\\O;+3L.1H?RA[+(Z1^WZ;.# MUE%@(Q($ENT'KA'Y)(*AV1RT)H9CNA%75;XVXYKSP2U,<,()G@(5>KY3!_?C M<=8J:!<+HL[@LC?'7FL`SBLH9FH-D1=5%VX5N3-@G^]20'^)+D[`[LG5(67; M3LFIG1Z>ME.ZWZ?;YA_8W=0/U$9OG/TZ^]FVN'](\L>?*[#/\B3?LBOKV8UJ MW1>P^N;F5YLYK.J_(MV]G?IHJWA+7)CGM#;J"N8_O?X5,XT.P>S(\,YY%=*> M]X5VV2]I11(Z++;II[LTK7]G34*1DL?3!]BM566RK3]36^3QMW1W2X%3K[+; MO/GL9Q8F;YPXBAS?)1#9;F#&88PMPPTP]&)(9WK+%=F`71"FYCF8>09:U\"9 M;U>@\PXT[H'>ORMP\WCV.=#[")B3=+I@+HE>]+%D'^#+I/P@S2\6"\S;\EK2 M*/K:922;LH+.L)*DRAJ8*%8W4@5GP._-X6]9M;%,Y!J!:0>&05`4.)8?A;TU M.O\BD=E+TH3FF:=#!71UG5T4"A`MUYE;V9E*?%(:0]@H2N5GU$_7A5?Z2(X;_CN3.4[G#5V;[. MJ[IL\F5_I/`B1$++COP@CIV81'9OVK)=2^@>9P7V-.O26:@*=@-< MD%3@KAMSV8"X`G^UH$452PGO?.(U-^7".?`SAGM5.P'D(%C/G^? M4>#RHM8G_[8)#&T$(P]Y`W"9XLEI:99FB]`N@*GC3GP%T,(&HCBZ[U)S/*N M].8B572--X5/3NKDS45/EU4-V6$J1*YW[/D)CMD]>,&AZ%M^-!V M+2_&@>L[/AKLNY8A=+F\,J.:Q:X'DCTIH%(K>`(,*Q$]/>1*"]\`YR7Q&_YQ M70(XP)(70?%6^#&$4,(O,3&4)4Z\7ID\GE>5T0YY?,CRV[92S(<8&A9V3!2: M3D0<"T+8U$K[?AP@-Y*J/)YB<+8:XJ9(]&G]:(]T:G'P),+YM'%VKL5T41'- M>BMQ1ZCCJ:E5P?Q*M%"M3Y?J7-41)J.!?Z0).Z/$=IM(4F554[H6&7;H^]`U M8AP&EF61T`Y[LS;VA+8/IMI:@_)=@;.'H%E.8G@@4ZK<=3+]PF*HG7DQ'3R# M`QH\RY2_OD(0G]I-HG9]0C?-G($3XPB'A.#0@ZG%[(3VS,3U"`P7'C6//@,@. M<(SLWJYOF$(/Y$TV-O^$WA/`N27K%;[& MU$L5U6L1,F7^/-/Q>$0 M%^77I-QM7!\&OH\M1$(2H,@+B>7#,/0=%+JA$W$%6JIM:A:['BI(\AUH#PJ? MT`YGA1E@T"$6N5M<*?GCNKKK0)>*Y6%Z#GA8E& M%\$KN$A=BUN%WGXI&%P'R4-6)P?VLDE0W#\?U5HE!W.YUGD]U4M9\`?9$@R+#[SDV_B"[`P9Z9%>`I+=9GK/, M6;[[NW4V`QJGUB7]ZER5,B>K=L^K#?[?K5^P'R$06B@,+0\.V M(Q/CWGS@&I[$2\RJ3'.-S\FO*[\T/L]0*A1!(=JGZZ!RJK5((1?5LZOA&2I) M091A_P?01"FW!&11GC85RGA]_Y!D97.![R9T`F(X$8DL[!N&%7HP&JQ'<6BJ M%481RXOIXC_+K$Y_+?9[T4NQ5%$^6125TZQ#$\]`KD<2ST#)*:(,]>L71"FO M^/50GC3A;!`;W'6:O]_O/Z:'1C.*3\DA?;\GQXIM459_YEF]L:D&6]!GQ_:L M(#8(_=.0#G8#`TNHHEH`\XCC*;,DK8F*>>>3Q@6XGK0=V/)+D0+*,.BP@KH` M#"VKENCQ`@9XH:0>%YDL=9B55 MKLAA$KD\10VO<7"ADD$9=2LH7U#G2Z&A;TF4R74&["B&$421[YDABHEA>*@W M8+DNU[$=\6^=J=1-7*4%R7E=DO7Q(AM[:J9$O)!,/3732L5>I4BD#&Q,'N4( M6($62@)_H5A+QG55Y5A45;&+'8Q-P_>,T(U]QQX*46(GZ@I%HGPW.1'*8TZ\ M>*1'-B6,I=_Q]ZO#XJ5Z):M)5=Z(U6&)D21>AQ5ZR(O]*#9#B&+;-:D]M_]^ MB'TB.KRXOWB&@72:*A8=/R(%6+RLK61,B..^5(`EYCC_Y%++]/MS*"+3!X4$ M&DS@S4_&6\,$'Y+N/-%# MDNVN\VY:ZHRZ),*F&R+/#N(0&[8%`]0;M2R^@UAJ+.E.(;9@P*=C^7`X2C]J M.9%-O@V5^8@46\2><`$&[-2IK0+$\]*M##DA4H M60;YE&D&\L0D288W+4KT,C,C$C21RI5HSU0O"J7]2U!M/I?-S;F/YU&8291'QB8.)[Q/"=WCHFEBVTYE)C4O?BJ\7(WBX\0PE.,!=;/W#1-[:04,O_ M2L:?:J^>+RUTD,:U^7YF^8\LS^Z/]Q_2O*+&ATNFOD,1(N)A^G^'+7&0A^/8 M'%8Z`0RY=^@UF-8\:CN8H,-Y]JZ#T,"=I1%>KP18F'_!3,L)+/B1FH&_^F#A MYI`L]+JC?TLK5BN5,S]G`LJV-"OXW5(,?X$_!<\)"4`+G-M3G(`TD%$I#3WVHWS++M\,7L M3/5;<+U_W7"9_M\Q*]M*YYOTW'[Z;9NFNZKYBF-^#HP:*T&5EE^R;=J8JJ[8 MIUHWV:]5%7CS]2[;WH&L_7T&\L#>(7[!3^K%11]^:;Y@0$9GN%WK-45\W#;A M`N6Z:&X0VA;W#V5ZQW[["R.=_IV]-)CNBY)QP+H-VQ2D?P5U\@VD^WVZK:N& M)=I"":B.-Q4E@XV;^]/;*5,OKS9ES2;V]MI3OVJ_0? MD]-XS-BU>_N*>IO@L_,PH&]")`L]I"ZP7Y(&Y[!S[^D%&WZ,_OPEH7%*7BS2]L_ M_=)\@6#'?:U;1B>VC@_LW9I=\=`W9=/13=M[.ZW01UQ'+E0#:12D%90,Z?2N MF$75Y==B[]+Z'W0,_DY5*::DA&F5W3:=\GWY/\?DD.W9)>)!4MW%A^+K;^F. MCJ8.&PDRBI.F MEF^-I[_EUK<"G,'GR^O#N0CG?Q*03JN#=KE!3/4J(G:(7-^$KF-"L[>!(BST MZ(+0%^O.$A=L3S?\C^3^X;\)^,1"B;OB0+M<]3.(VF#B39CNLVU6\]2=*""2 M+WFLC4.QU5L+8[&W^,Y(&%$U*:Y6HDYRV)\_ER=/`+=:O*/^%'E-?:,?NKW. MZ5BD(7AGTS8,RS(]`\((QX%IT+`6]C9#SQ#:U9YD2+.:/,4&>G"RPC&-4SXA MF8U.,6&19U*+THRQ-*(\2LA=B1*I\:70T/L$E>JZRPB$73[@NJU-[*;]=M(_ MO\+7<$/?Q1"Y!HYB%/MN&.$>AH>PT":6:MN:]>QZ2)Z$Y\F3<\Q#F"1UN[BV M-N$3OR6;0TP/=;2$%J44I'1$/'4USDKT5)M[Q3Q]7%!UOS=ZW>1UJ>P/KSG7 M979SK-F#@I^+EV>&36!%T/0QC&T+Q7&`@L@9Y@1$7"A^Y_),P$2D0?K&YJ7O M:5;#Y8@FS-Q8*Y&*N;TN%ATA`D4.3;ZF^IAN#TE59?N,75C3Y]^SM-H0$CIN MA!R(Z)_,B)TY\7J3L>-$`M=MJ3#'I0&3+]>ZM'3J<+?;HJ>M]=_2PZ[90&0W M_0ALJD_F_O5"AEGXE@K'6F3@'!KX?&*5@IN32?Y:A#D9E2L\F,(LSR[J*PQ< MV#)5Q=L*]D>5N5*H[U:",>4?65Z4S7342MR')FYZ'O!N0C.V$(0DC.P(AX@: MA,;I!`]T11;PBDQJ7K=_H#^_8ZO%8M^61U3_V=_X=V%V$%ROJV*>;YF^`.E* MLI57H$4*7EB]SQR9\U$X$GDK;H.51-:JO2JT=MR)\MC;:[:7LZH-V=DC"I=" M]M_:F'\3((-8?F3ZAN=;AH\M*N)#>7+LDCZ,EI-0;;`DPFU!F4T>FV(0&D_K MD55]+28GO,LVE5II[GT!3!7`$V]&&A1T'BTLW[(-(2#PVMMZI5.`?K]?F21F M(IXKP=*F>PA%L_M`AU6U<:'MFH9I.P2YT'#IY!0-29S8-`S>,R+"7ZPY8F[Q M_-H``@TB@06\.$NOYSZT$B0FH=VVTES<\&UJW_>M-0G+!]F`HDVRTKT$_;[-PQIV,<-)7D$'T$;_"G M`+BF]TMS;H+5_M^D>;K/:OI[555LL^:;OV;U'4B_I>4VZQ:#S>'>MC2=?1)\ M3=F+Q15@]?(,'OT,DY0RV[+?;SX^L6S]>2-=R+!(M^4*4BKRV`L%G7G*50#- MA5IXVQZ7"0I6>E'?%;N-A5PK]@,SBHGKX"CV0CR4E*(@A&(1OQ*3VJ/YTPGX M-@798USR"/P%LD;".*59?6[_>?DV\;;)M.[$,?0?82+$).X`XG36S+ M-L2&[U(H]:_?NR-<)VS557/(B\W<=$JE__G)\]Y:K-*&C=8K\!,RWJ+NK["9 M>G_RC.$#IN!R?['FYUO]K[K=I2+9!NNS4X=O6J=^`@'AG+1AZ2T6!3,8%\ M4X!>YJ0T?(!T!WY,S]6Q^3P MOKS.]V5[1P)5NJBY06'C(=_W+#-B%D/LN*%EGB[D,C>QT:B.73)?V,2FE3!XM=F'$"=M5PV6*;69_&:!K1*"7L MKD2GU/A2:.A^`MLPE\*ZN"C3[#8/CF69YMO'YHJQI+E"AD9Y+UXX=J$"`9F! M$1"'$#=P+-N!7@"'HG_3@!;OML[B0#5O$P7#[4>O7O0W+6NNF\@+6?C5M-\* MLOKKX:)8X0!3F.D\W;52G6ZZP%5[Q\6P!*7+3L^,(HO^S_:LV$?D="XI,CVA M,^3ZT6C6H5>NI_D^C6F^]?NT)?VWHOEY=O]`NTB7V1Q/7\Z>M>)J!30QZ[;/(GJPMCVD6U":T`''=\6?5YL)E@B"B3Y.-FB M3Y+]*&<->=MI)3HRM]=ZSAJ*DA:/A$F=B!R# M4T?PZ^5URW`KEDVZ0.L92O`7PPD:H"(7(BND6N#LX2*42YY"5$4]UY%$7F(N M+-K5$[N"U;<&IPJ=?5%TYS/=L]=_SK9=<54=[]O"S#^K=!&[D$!28Q$`F=./*=R$ MD?Z99K=WK((5?TG+Y#8%/3C`T(ENLL[75IR[LJML)L%MW-:')^4T5^#,#\`< M`6>>#!\]^7+%VZYZ=G]5-#5GQ9=49?A M2:S.T2H7NBX]BI2-W!<%2D=,5;=7%?AL[-+TP<"`TK>:_;NS! M(LMZ8R7>7K-D ML/2D76:.EN3ZQ-\X7)(D9(9X:4I3B>R8I"6-S#XGWRCJM*[^4195A6^JNDRV M]2:R71(91N@AVXT@CHE)_\#V^K%#_^=Y@AL?4TQIKQ]OT35'TUI\_R6^2S&) M2^[-AKEH%`X*GC-X!1IPX*\>WMQO[XR3-9Z[5\'R>E+P2KSY/I.NCB1YR7K_ MD):-NK+Z^B`IR\=]^W)/M8E)C#"&R/I_[JZVMVT=2_\5?=P%N@`E42+UD>++ M18&9-NCMO8O%Q<)P$Z4U)K6ZMM/;[J\?4;)D.XT=OHL.,)A)DTQXSO/0SSF' MAR\Y[4;'ANO:2*SN`SE\CNB_%[_(=L738?FFVS^=YLR?JN2SPW MC\N'[0=YS>7C[:Z_EI-^66X^-]L%90"FJ*@Q)Q11N>J3(4(+C8,>!0LNOIQ_L77F3C,[T%YN-[O3?/J9V\&AN'3>F M0D?F_?,=:Q0(X/E+02(4^)YC"'EX:/^6JQFBW;#V\=/N_O%AO["Q72"2D8R6 MA.69@(3"6K!RLA1PYC^66)GG.:;42WGIV:=`D<2.*)\1)1A'H2/+Y%A_??GH MVKB(?1TQYA(YSF.-DYEPU3''#0).8H]#,E3;^:=6]H9,%G:U4P7+`E$,4D$X M!+PD>!J34;7K3YP,Y#DN[,T9Y47GJ0E[#)5ZW>'@2DW-0?(HJ$H[^]:H)SR,LU8041%4@Q8#?)Q-)R3PJYWJ#2$[S:A-,*Z-Z@& MEFD;T#E.+CI^EW$+U-J31FAU\;2@C%5D-+UXL3=G`(K+)=3CDX1=L;W?'S:^ M3+%=U(PR#JI.ZFJ"608%+--I#P4H[$3(O3F>!>OX*9KG'Z'QL'AJ39&SQ=*0 M['A;'#TY"RZ)'-V87AJ:/9?31MYNY=,5K;%*MD>/]5HLTQ$G'6QC52,M'UZ2 M'WU`3/3F'ZOEI]7#:K=J#D>>6%IC`E,NRC2%.88`DVH:E3#3%J;)4)Z7XDX^ M4D?V61R:-`)46X]\8VFA3$>FQ71R\AG$U.3)!NKXA,K*F_.290^2I7C]UK9W M?Z\>'LCZ[NUZUTW.U:>'9A#2!>8%AX*4F(NN0$5Y7:13UE8)Q.RJ1$=&A*D9 M#V99)%JN8+=1/>]0NQ;"O;U]L^!@\8M);T!9O`"IME*ZH"=J\73BH)*>NH/2 M4F)O-NVW9K/[*2\'V776R'>8VZNH99\?:.EK[IK^,:==+[&1Q%-)Z%D]M8;5G)FI9 M=>">DJBZ@M%24H>-.VDI,,&8D;0;.\.U8%2,0XHNAW8FGVK#A9%*RVU[^B#: MZ*%#X!QKW\R[^)YBI*UG>LA&K5V:KBCIE`D\EIJTR#`N6%G!/".TR.JZ+',\ MCL9YEDUR9-1_T!G)1(F<;.XX,M*)1+V,J8TZN<'1L3"]:^)(O;0521G-J,5( MW0LE'=($Q;SS>32F;("D&8(%+.LC7N\&W>SZ69COYM_6_\\_,[-\J?\'I$WIGV4;YPO,D"+2N`:Y1E-,::H M*&!1,$(Q+TM`J4Z7-9Q5GANRHR-R3T-OYG]]6O;W:1_OMS_V)OGT\^07]QXE MO4O)7[U3JD]HS\"QFMK&2:^>+H=FUHNJ.R/B@OZ')SN22#&#X^WJ+LB1=4HTW05F] M'&EB)=1OC+E6+M4OX(F14[-[>L)RJW*MCR-LGTD%YF`N@DN"@KOR@;KK/ M04.ZD>[D:/]LOGYJ-HLZ11A5@A%8%)1EH,:@&`?*CDLFJ MY*_!+AV9-H3MY2#J'S&]@#@C6.KQR3]H9K'&`#R5&/&LNV?TW@Z:"+3;TH'6 MU2S1T%1RWZG2TW&*C)`<%P5@%0)(B+S$Y3@.$Q50E52C/^Y947N;[#3"#+.7 M]=0[7'IR.AM2ZF+J'3$S+=5'3D5*GW/VC)):X1*!D-K9WSJ:()K[)>0&^W?+ MKTV_.`9H(0#M,F#$,BS*`N5I.HY!*-.Z!U+K#WN6S_X-<&F,7L_`#".U+0/> MX-&32W5DO/3KCU&XT'(W`BN2KKF9[:V#V6*H!%,I7(FT)GF7MX&RDF*#\3@* MS+$PT0+%/QU.#?26#TV1TE,$#R`9:\*+^'A5A;/K;):01:8,NM:?T08C$-0: M7+OV]E]O.Y_6N]7W1HXGCW7L\Q*6XC2KRCPEN.(`8H'0I$8H1TK/[5D/XKL- M)6U+)N/Z8ZR)-,^DO+!#4Z%+%`I(S<9//!AJ]&5"86FXY\("4Z5>R07WS[4_ M7"`603'GQH_6\52R%6VP'X\24((45P2*[J^G`E95?B@F468EVJJ#S"3:P)G@ M**-I*-H^@'0CVC-@:"G:/K!T*]HJF!J+-M`7;5W$8A5M;3]>$FTS8-1/,!EO M;1_VMW>CD?7=DZH@SP`JJ<@0Q:2;+15$-9D:VUE7HWYO-I]:Y>-,#I^9;Y"5'*+6^:S7V[^2IO,?YC MO=IM_U[MOAQ]C[;KNY6T?"^4)AB=R8T]`1U!MNS+L];[+-7,J#\TV]UF=;MK[OI\OK?DP^]_C(,6J*@8A[#* M*1>DR+/#GL\*%%KG_.U&\AR0#L8E0PTZ?`S_HS-P^Y^ZZN<(6[766#A8]<*+ M+:)>BHB+8%VH!MR`'$E:[\B9UL<\-$NT^_,0SQFP7#_]]MZ>%&0Y@KA`$+'^ M&>L,3FI*&5(2-N]&!$S"AQ,E9SZS\D[:7WYDEQ%Z8$PK-9^7+/-$_17P9)3' MS\N7?5:OS9OS+%\;P9=S?G^DQ%4!>/3S^7K`-[!J3=)F\WUE9`L'E#"(2,9! M!;,4%S48;:D)QLH-5%\&^&ZN#G:'T6I_+"DT9F,@2+-I^SJXT6CXQL"183/8 M(U=*S6)#Z,XUDGTS$4'0].]C&W!J:RZE\:_?'MJ?3=,/]?[;T=H=9R(C,!6X M!)QF/*WK;+I817Y#K\-L/H[W-O'P\1MLVIHNFUG@J+9D%@9`O<`TVI0<0SC7 M,ME9@"XLD=F#&LGRF`-'6M?S32-M?R)Y??-[2WZ1PEXA1RL@8&D)8%J6B+.\ MPETA,6V+!Y2K)NP>A@Z][#_8_'Q6,20SLYG9L.R6W`U1*BGXC,3 M8I:$>R%&)?O61^M,WNT1]@@R;I_>M4'FKD9L>]>NQUC*5IOFMD-]/QC,JX)E M55JSDE0<0@`/)\!+`I1.9-J-X#E2=88E4XXXFF:B@188OAQSPL"G%UIB0$X] M2(1!T"P6F"*I(O=G_3ZCZO8X12#>#IQH74X=FP6/\;06``@P^5J)2'.:9Q7C MV70`/ZN53D_9_'W/,ORD3'>QPJ$*G,':A@?,K%8U8EC.T%O(T$0PQB4,71'N=,^Y'?[_6*V;M[OFZW:!*"Q+6%0U!"FJ>5ZE;%(ZA%&I]3"1?W-\ M=R)5;I6]_%2-]"7IG=%^B2@`FVJ:&!F1FAW+0!S.0O"'5`6B/1]9`> MZQZ_<@VV9=18E#PM"E#2+O6%4!`$*D''T;K:`]I'@A>'\*SNP]N_6QF7]Y_[ MVV-]:'[(KYNDJP3:S^O5_S=W47SXM3_0RC!'_2%5]T+I@Z<)BGY)-_36GQ_\ MX_)'W:R;^]5.=-X?_X0/JV=V6N,M@*?Y7*.0S!D>A]:*_/U>HTSGQM=. M7_HX\B993G:%*MW-6?-#]HF1('QN`K]<\3XJ/NM)T$D M$6=&`%RM"CBB0NT@BZF1@W$?&GE5S&K]F7Q?KA[D"\FBW;S=;A_E29T%X!!# M(O*U8E@;B@=Z?%(PYF- M*E$P'\%>ESAP:"/[2,Y43A^9_%OW_]TM("-U33BDG$"6IE4ILJFC7T&:SU%5 M:QLY8QIS_[A[[)3ML[13=Y5V/E+#%MU>^8R@]CZ9$+V'5UJ$/R4J0"UN/#=> M64ENCH.GRMR2&+\%^G8T]L]FN^M"\=OU=K=\>.AO@UW07"!:HAS4(,]YC0BH MX6AH(=1ZD/-9Y_LXP:1>WP?CDM61=2$*,#ON/%;AP6@+'+*VQS%K[UOR]JI8 M#U!O!V/?HM">:19X+;`OX>ZZLG;"\367U&X`<%%+.Z3";ZJQM^^FV<@'+Y:? MFP4J*LA$#0H!.!6"%22?=F!15J;>\PM]DWQO-^\/>;3#[1]OILSBVV1@B`AC M0)3'9,(O1\$7\,>`<1,[I0$R!;_4SK8.KT.QUXS@%WQ=IP'F!%YS[+?PVD7` MMP7=;Y3G/[ZM-L..N6;S=0%0+42&20$!@P(6):'3K9J85$JKXB'M"1O?F\DX M&>)7K>HNLZ`,>8SM'LD)'M@/OB32F1B9#!#2/3(Z6SQ79M9K,#]%UG4D-^3M MFL.XJ5+ M$FCKN+%UP3H")Y=X2@&9+$V6NZ19W\E?^MDL-]?2WCP'N8^^IC6]U][0M`?` M52?3$16A!:O9OEW?]/ET?\#W[7JW6:VWJ]L_EP^/S8)0``3.6$9@F16P\<]IN]V]:W?_T^P^3'=?+!"M.*=E5E)>$U"+4K##CEP(M6Z&FL]* MS]'RC_7AMI#3&PAN.VM]W#[@ATNUL'@=-.K%0HT["B;/IITA)\%3.M;]SJXK M]7;)P;<8+RTPX>A"Q)M_7D02YB(`PN2V@P#4S!_0AM`LVLW^6_+WTD7&B("% M$%F991QCGJ7\<,=6I78<-5+39PU];Y*_F]7G+U(LE]^;S?)SL^]YR8)R>SBV1"=4C'9! MHO_57/Y_CZO=3[F1==-W?+?O=U^:S<E"2 M78?*845Q`.9X.7$$)]FC,_Q*(O%))$#7MF;X6(J<;?9&$CFN$#A7BYHS M4^]WO^+>A3_[2'HPD7=S)$,IXX2E""`$TWJZ1(E![/_HHZ%=GC5_N##Y7BKL MF6;@D)*$V/UFRIS'_8P!2`N^KW&*PH-72N%U?I(#;'4,0/9L6QY-2/>Z^_%Y ML%WO@K2D])IW0]JZ[F)7I!/XW:XKT^7V2UK(+L_I@K12KNWV9@ZW>(^;A63FL,\9?*SX MNN+-X7+N#)1Y6ZOMB?UP0BP_(O9D_VN,*[%J7-@NLSIF/))*>!;7319(O<#O MZQV0#\WR0:[07C"4`,BS*@-%)D_T,R**:MHP)"J./#X)XL`ZWY7IT:,@F^:A M?Q%DUR:[+TWW/[)H_:4AV7>,SKX7LCRD*Y[?#''!O,,P-1OIWH+5\4LBHT]7 M&+-TB+&-7%XFP37%+S\`V#T\XIP*ORNK-\VF4]BO\C+7W]KEP[`XO$AQRD%6 MU4QDJ`)Y7==HLK`JJ5(0F\$LS]'KR*CD9;H@SX-OKXNFS0+M>.[5C\YJ73BT]=[%RZ@)\__MZGEQ? MTYF8+H2`+"OK`I4EX"7%L"ZFNVLR5//%]V;SJ?6^.Y%4)?/X[FJ+B#T!$>PJ'/I.)T?V#DVH+A+7 MO/,FHXCFG996534UH;JO(]E":.7"#'M'NE_?;5;]J[[#-I+']6JW39;KNU]_ MM%?`4(?,/4\7M16[2*V/NM92W%2ZW]EPM*GT%6XY1E0NC'(MPUA\XCS#SN_<955>"5,8:T@$JY,-\VJ M"?_$8V=^,MH?"TD:BP&1D&6X!."7-*6ZWQS`<]5^`$HBB,-!W&S#SO10_7JV MVMZVC^M^;>*?R\V_FMW-9G7;C%[)*R46&8>XKHNZABG*,@8%J<747(!Y%:0K M[\)0W\O[^WFQ36Z7Z^3;*"'=K\M3+T>A^V[O2Z@NNQ.2/??20_,;O&,^.C@< MBAE<3'H?WQS"C73S6OKB"HSYZ'Z[G"C7WN-VBH6K3K9[@KP=H3D;R:>OI>6+ MNB[K5-ZWFQ*(6,T)S:?N.BVQU_<5'9GH^VC-*&#?I#5RTYD\$[J_M&C=_^-. M7AO7_6",BYZ/9;BBULD2=PRL^EGH/OZ]O6^75Q^._B5=O))9X/>@S@RS(?BE M1XYFA:\C/&H4.#S.XYCS",KP&%"P/.;CA13U(EZ.*E<*FCOVN)DV^0^K"6=- MVRYR3G-89;1*!2^JE/""5J,Y/.-:]R+YLL%S_K%?EEOUAB>/ZVZ:)_SWFQO= M"ML7`XK%#S=-.[\'LR[H?^@X(0X0OU;&>.8NE1/7MYM/J M,PBL2H7ES::];9J[K:QGQW7<]_=#,VZ_=ZL#_]2FWA;$\J3GP?.9?\)=U+]O[][[7T$R^RY*.3Z&9:Q%*@S8R" MX\>=G9`R1]`:]@`M4-;9!Q4K_F\6J_E/]K[Y&>SW%ROB@UHAQ$P369?GW;I`N!/MHRH MF$.QGCPE-5YZNF]U`$090812QCA`K,($C^8#0--9=M-ER+V1 MLP!>HBF,+#J9**]/+-W`XD]"'=(63%A/G^E;%(30LD@9KFC)4I8* MDJ/)2B1(R'4+3=."M&SW[XXJ'WR=BZ8P*Q0>&9IO9>+7AV7?-3L9U;JB[KY9 MR7-KP=O`3GGR&,,,)\0K"56FWCN.2%8DN`L\6RTS+\9.#&A9(5+EK.`4IU57 MD92#"ZR+ID2I,QVCW9Y#ED8V[RFJA9P#CD)>I/2[CX=;\X#XPL2*+3JZH]0F M=,XPL:XEKLX!C6[0G8T^-_MQCU\$&JVY6P@&0=99D*:D%BA/(M.]N78\QA()/'JHLR/7!9CA*J5IFBM%%XH9S"B&92D(8669DWSR(JTS MMX\2A#4]GGK).$C$!6BHHFF^:3!CW?1,='IUI9,6L3ZK)S\S+):P&2DZKFLH MGR0&ZZ@=M0G(^H[_^+;:]'_AL"(+LW^S=ZT]CMM8]J_HVR9`9R%1[X\41>X4 MD*0:G M7EY1#G:3A`0(A'[BABE(#ON_`+C!L.N:YYAM.EZ)_9GHVW<:C_#4S9MK"9[S$:+XH$^UJ\P) MD6?COAW8/@E,B^NJVR3L^53,B_2BZ@AJRY\P2%+E[P':8`)"2R$Q0FCH,"%+DQ MM`_)CN>G?>\_+F;:6(LC%._Q'XR9^OY21F7XZAOW%WASB=>C[T3_)A"@_" MO#^)5$/+0N\KB;E-3$[O+L._$X;_*7M:Y^P-1%063;7>-/OU[G-6/8&5F_J. MG?C`"]P$.WX*;!\,IH0V$&\?-PS_W&6B`U)K!-5B6*T?Z/Z=J6G]XRNM3;-- MUGZ6QG4^6%05P1**.Z_G+JFOH?/()"4VE:*W5-E4K(LEO#<4<5[4^>;OZ]T^ M6SF1$X=^;&,[3A'#G23Q`7"4+'4IEB!*S6H+'QZJ]HS<.N"R6F!3!-4T1\]3 M:Y_'Q\O5T4?V?7@Y6ZYW._/<5?-L8"2GATF!]N,7`;4S^\KB M**\W-895Y1/JG419];PH#KJ:'&=0##Y;\$S]P",.B%W/]_T8(SM-#N?7J3 M1)!X#K:3."$)<-W4/?3H^GYJFU5CD;5BN0Z!=U9.D9Y&IE12YIA!UY"/G)RR M[ZY\J`*$P\@,.(()?@`7Y$L#_G3D859D./A=^5Z"UTO*9ZBKP_@51# MBS[95.BVV4[&3L,_7?,";NP1DJ8AC&,W3=+`CHYQP??C.8_`=."_AK.NY4^S MM,R<>8ZMEIXTR]6#1I:_YR,H"0=K/&O2.=U,BO*F4J3X]$B_.Y>(_L^K4\[* MCI&+L$T(`LCQ_,!W"3KD*W'@+A3D16$:0"7X2,U!I4-B_<&P_"]GF!`EY;RD:^1#3'[GH&);;O9L-K<3 M?@E*G@%03>L>?E;@!)DP1N)$<;\2.2G#N62.Y/5FO?N?;%T!&]B_M%O@ M%0Y3Q\>IZT#HT\<&48C1,(Z/^3X/(?UPS;+78;(8*(NALO[H<(FL=SG2+@NA M=K[$!'$YJO@E4CME=- MW8\((:9YJA-A$/L.I,(*(!A&C#%!W'OE:L_#W@8359#/(':P!M=:@M!MMBN*T6N,60"W84:/#+^3AA MADO$PH<.;V@YT1+LQ$GIH`#+/85+@;,^J.%9C%L5@N./\]3U+QTAJAS[4=8U'?9:*'EDK4GU3]#^X MO=OE#]U74ND_).N\:ON-Z-/H_(5UG35U:\,*>C%PW<@/[20);$A(DB0M=`0P M^W(J;\7`%+R:17*\X'M#VPLD6E,M9JMU-/:XZ>O-99^''I*ED<7M$YC-7;MC M^VPZJM79W6N*R$[<%&=PU$9,@3I/C/CWE+DX9?BK0*9`UE].,G(*\92I9G+1 MB7J7:1/$@,*9<924YJYGH[*UG^E.^:;)GNJ5%]BN'?BQG]C`03Z*G10/\/TH MY+J$SC3,[S%K8]9;K?EFQ6&!F61"^J9G$EU!"O<.YH])N9R>>239S#OR;=O0 M^^\$[[+?%DORQ&?.7R+1DZ!EUF1/UFWU>WK["L(_"1U$ML- M$N2XP,.QWW?[^-##H<]9Z19\JKZ@UP&Q_AB@S%W)?D[$F=JU)&.&5*MET9=* MIHW`'@>53T_M,OU(G9Q55;;]K2DW_TSS>K,KZWTUJHK'=6BT\@75-)ZN5L?2$^Q72G`]DF+P>8':_6 M$2C-7GB.V+3RS9_=+L2[7'*JDG^>%)*?G!,9H`9V#4C@=%A5:IV2@ND3*:LL M?RCPMTV;VPW7`O7]=@`'<>*XMIMZKN]'$`&'^#;]0^IZ"4Z$+BB=-I+FR-&# MLP9TA^O%Q#M%U>1=9]DZDX:I8=F0K$R1,:6.B2C<8GK7W!0T+VQC`5EO,OA4 M[HMFA6,2$@QAZ!#H.$%$5WG8C>=Y3AP(WETN/8S(^I*Z@OSGLGCXJ;TQDN3? MLNU/K)/,^K5LLOJ#=4]Q6E\7N&3H%%UG.P\G,FS(VIINQZL^0B7$"*VH3]F. M3B-V']!3WK3#9ADK1;18ZGJ_IE2PWL5ZE2*`(_I_P$N2('2)3]QH`!%AD(@O M,W5C:U][;5-+S?]"C>W('V.S@8, M?5FJJ+-?LV;EL8\&`,\')`X]1'S@NF08R+9AO"K:RVBWE\O.XVB\B4F"U1:%-J[^]:>V)4MLT9@RHJDTTH%0U201F^Z=LO8V,L*L[B(\PESCN*3)LV2Q#+K\UZ.9749@9JNC9+\":NS7KY MFZC-0CR*:/,KJR]HLSQ+!FGS!"/>T.:IE'!I\^]%=3H4(!2&GITX/@A0&B.2 M!-XP'$2(^U+I*6-HUN3;!K_+"/79C]U[/:5\9)>J2M'/)O6Z7 M&A<(M!M\,D3,0[53F,WEL6FX^4-RB-$G&SQ+(FYLK<(%QDJS(K'.YN3+:.+_<^NHRC^KT91[' MRSKH/W@=#3YEF_*A8`6:FZ)]'%.G*GMD8WS-6,&FDZ312ZLO-A\P`6D`$,%) MDGI18D?!8?-!?(_['H+KLDISB.C:4$>EFG%)A@G_6SGET6CV+_I'C.VV.J.% M/OQZ34[A^A3O-1FD+ZP-J01\=@'6ZU3B>/_5S?-)""]/PINW)V';,](1\_RR M`_Y0>NWS5.0+R==DF/[#[.N>MWP?BS;(XR<.\8W"R#TK#6@;N%+BRFL7)/G* M=_N2.X4Q*J^\1MJA9'@_ETEVM.KV:U;]2L$>/]'[`G_@!0X$!/K4!"\.@.T" M-.#'42#YW9N%06O.C7'=?;]H:U$[JR;_5U??!5],Z:4<54F4W@Y M?3Y@"$"9"_]I"K%_:K\:6O]>LV0!K7<;9D)>//0)R<5SC@!!FSCL98.C+!VE,;F":F&7W0$[L\>WS>,#INR)L7QPWMWXN? M.2S@X\L%(G/=*QDA;^^ML9>9*6R'.S+FX.>I!]5+>U?F*GS3O#SQXT4S>EOL MZGH%/)\H1BSC2P.*"0L9_N8%\_-3KS"%^#5KAA/XT4G>"W112&PW@F'JNS'V M4DB`'PSH0NR$:O,')9`631Z>]36,3\V5QP\U[E.5&LSN.7UYP4D7SI$5J/&J MZI1@=N_JSP?4>%E=-L!#\:140*D/KR8/4&NU.&WB(I"'&89"&,7'2`45"G2-9E%ZPJN>1`F) MQ??WV::YO?\M?RCR^WRS+IK?B_*NSJJO#,E-\67_Y@'Q"YPX\#T(0]LE`$>A MXR(4'W"BP([D1'@F<)IE^K?]T].Z:I5YU"+X_"N$Z]VNZQ/_#^OG["OUV,W- M3:\@TJ(]EVM%9=U`K\H+?V<,^]/('&MLC]49].%4?ZA!`4*-9[A"R,R3P+@@ M,[?])\/0(HX0K`:F=`-2'%Z.^KRN'K(&%MO_SO*'1_8"U5>:_#YDH^ZE0VA] M@=(-G!0Y@0V#Q$O8)?D(@`&E#R'W'5<+0-,5E1/ MG,_=,G5%(]T^O;XXL_O%"HVJ.+]8<)S=N485'N>W_LT"Y$).D-DE?_LR?CW[ MX_H[6X0O6PRZF%VC;X7 M7X7N_J)YK,K]PZ,%;.#(;WO5^$IX5SN[FR9L6D]ZRZ3-*`^A?'M-I:XQ;RNI MUKS3.T4--$IH\=^R]:YY1.NJ_>;9YRHKMNSSE:_>Y/;L*$5!0B(48F@3'T3^ M@"/P?*&OY2H?7+,:=R@W%*750GQVJ-SV?N3%H?>#'2JWG?/XS7?MI'58E9]$ MA7@!%\DK<0?68FB[0_S.7RU@D\28CU0N-5;L'^/D6+5])_58"Y$3CI!NB^QC M1J<\W9W2K+W,BZ8K&]X4K?QD6T[`#G0`W2$&T,=)'(4.CH/#NPDPP9*W?,Z- M4G?"W9K37DE$+?KI:-)/K4W]84/[EE5GUEFIF7S&-)OO90^;3'2[BE,G!*9ID7><;]JGF?+>G M6Z>7W1T^P1&!;AI`A"!.H\#OX$`'!0@%DI%.*0;=<:P'RWI:K1:N?"Q2R[UP MI%F,]@EQY!7['ZP6=_DJ)9JYU!>,H_0K",VDR3R+>ZXE'`2Z<8)WC1K3NJ:`I*XY>N7\FL[P$W! M^D3;:BP[`OUS3:E@-S1]REB75E9_*G<[4E9_KJOMBN`8AG;LQG%J>[;+6H8[ M*-@&;N`F(IJF8WS-0C=`9GO?`VCKB+J_G[_#;?W!D%L]=-X>%JW>X1/*I1TC MIIYZ?*)%126(/2.M.MUDB-YJ-;&<;]8+*G.:W6=5Q=+8;UUKRFM$*]>SHRBU M[3B-20!BQX4@&(;&D5@WB(KQ-"OO`-&B&/M>T#<6.]U>9@]YT1XZ)NL=^]', M2YR#RC-+6J4C#%G"2DTJ]5LABBUGV]&2E0WI[[`> MAZ+.5EZK$GLWFB]7H^+QG0:3VCL>42"T$P6SX/ M#&[_L:^;KI`";3L-<>S`-&*YN@LC=$C7?1L)->VI&W7)$+O=9RS,WI=5EC\4 MUF9/TZEB\]VZW^TWS5[JHU$*W<%7KEC&$PHBZ;@P\<$:`9UYS\)-X)F=BWHG M&+)_T6!8J7O^JM[+C#6]O248;C;M_<$KG'H1BA$@)(EA&&''`^&`"#DN]_>> M-,-8>!=3MK>/KWNTJC/A"=Y1M'V9QS&Z]BXO$M[NJGAHGK,4[UGF<9KN#8ND M\Y3M54ZR.&6C,MTUU[)+46"IZ!9%%;E*J_D`@L"C0Z#082<*`?)=,`P=T$FY M^M)>EX>+K;J*_J4Q19;Y^YI,_K"4-28J4F293TQ>@2O1IZLZGV MV?;G?'V7[VA6US?YKF*(0R]T2$#"Q$[]-,8.=&+/C=.(`%?F;A?9D70WEH8T$.RXE"P*+]J8H(>GC7%!2Z^IP:'`R,2 M`4*<3<.#A(1!G(%"EBKNK?RGK&XJ=C)6T>UH7U=8V="+"8U+D>N[,(Z#P/,. M8R6IR[4SF#2`YI#P#--0@9MY#_X6+VJ3/ZI(AB0Y1*E36EEGDHL!_L M1[S]DE7M9VKZQJ7#D,!#A.X_'=MUG"2AFTX"X3`D@#'W:??4<6;2K0.^H?=/ M6+B4D'IYTSRR+[8*VW7[.JR6OZZQ_:7K@_\^8Q+RSZE];W;%W]Y[0MX042 M3VP&55%OP#90F2FE^IDI$!>&8V(V+BRV_4BC";@B'DXB%[F1C5)D>VD$,1X& M=8@?KN@\NRMY8L/TL426WA@6]\H[-%FTTL:Z&'N4X\K*M)5SD843:T<=>P:L M'H7&E#HFF."^<#SP:+AAW=J0N#;QL9W:"&+'QR%(AU$]XL0B^\*)0VG.KYZO MGQ$^V7WA5&;Y]H4SDBJ69/U_]Y`&#P?C1#B!5RM9*V]L> M(M(R-5J!+)!NW:>?#2&D[4)M;!->JBJ51 M/;W1/*7Z>)?7?JE[9X#6#-)-(\LHS5Y$JA/9LCV_$["[_?$IPL:%SUF^R?;K M("`A`>^M_ZISB'20BJ7 M6$Y%4U&UQX.T,X+M,J6!C-($VYFDDT:6\G;RFC$\&HGDJG]LP8M]Q#")((0T M(`EU$.Y,,M>5G@NB:^=J">5JW--/NEC'9I9VB)K*+J\$4S?-M`-U7*IYSE"\ M)0^ND7NN/GIZS!#&V>:@(Y;R81XZ%H^U@'3A+%R.>W MDQ"Y#K^->"CL;%`62'>.E;_8MI(W_H#TY)"*T"A#DI!IFWP4=;E%0Z=!HR"Z M-A&-4]EOCQG(TS_;_)"#XB"2+_&X;M4"W(ECQ.IC=W>3@6U5B3+OY@6D!>"F M>#Q_:E^\K\5+]H7XTU/ZN]+LW;[%=$E[Q]*<@]B.]KTT<#DI;NV799Z71:/E M=^G^=O^U%AU_\79@U@V!7^/(#2FC@8\9\0,?$LAH9QI!',EU84U:M-Z+;9T$ ME?!R`7;I'CP+!R?>FTJ@&MBCF@0]D[VJT265]JY+Q2!\O4]^%_K,61(>[`3" MD#DL@,CSG+ZJAY%:_&D:LQYZ?5WH&'V5?#)D)0J'@0T$H"'2,XD]4ZLIK5R. M6A%W,=YCR)B'T9+Y!,9+E\Z_\D!DXY`;>*SC$3] M50U&I"%H(R,SVCYO'X['PO5GR:UYZ$.84"])$A0%!+.E1SK;Q$..2M/)B$'+ M]8#>$[&#.[50=J\#5;$%98:T7"]J8#GI9J M&D.D!LL91A#/1,5,K>9=$<,@)(51?)NZM]S^QO/%FT*\'2WJUC07HP#AV@D= MUT6A1S%-'!)XW!5T*F)Z2Z1VNHXAHY;5[/905W7:3MK;%OP+[LM\EQ8OX($O M0%',S(&6D[6K,%83..$BZ'U<@).7H'=S`5I')Q]Q*(=O0/6,_P=FHG_FU_5N MXJ$5<&>:>'XQK?AO_,/N(_YCDU89_^0?4$L#!!0````(`)5K7$0]EOY:=BH*GINR4)J2=5F4XVZ;ZS M]Q-%;"5F!T-&0![[UZ\$-G$2VV`0V$G/U%0GL='1>?QT=,[1@U_^_CB/C^X9 MSZ(T^?Q)_TG[=,2223J-DMO/G[Y?'<,K?'KZZ>__^]__]'?GI MI)BS)#_"G(4YFQX]1/GLZ'=V3:-8-,N.CQ=/'U6_B0__N`XS=O2813]GDQF; MAV?I),S+'F=Y?O?SR&IIDG=:N-3\B_CI>/'LRFGXZ$7$G6@O[BR9\?Y0U"0U4_^^=O9 M52GB<91D>9A,V">A@Z.C7W@:LTMV"VX)SX9-1F$59Q4.3#E30WHMX%R$7D]*,Y<(T\9"R;NFH MG^`HY3Q]D%-H*_8W/:Z*B=T5VJIM/_9P>!?E87R5IY,_&KA9]ZBZSE=_;^=> M6K;NRR+G3\("<)X622ZP3;(\FDO7](SGFQ+X2]`_M3)M;[H]Q4J3+(VCJ>P0 MA;&,JZYF3(S>)K:;V@W$U@O\=^5Q+1%U#%_EXE\9R&?G-SC,9C1.'W;1Y];V MP[!Y?L=X.>]*K[UFFNW(?5NR^Q&J*Y9Z]S&,N%R&*H,-=NQ'L+F`O'+K+^J#%K6ONLPN[A=!I)E(;Q:7*3\GD)V7;S MTXYD^C'MLVS"H[LR`[A!118E+),CZZJ8ST/^)`P8W29EDB#FRLE$3IF"N0MA MZA9*5D-\GP)V-^/@_>Y3+:/8_Y!PT*H2H[*+GL**Z5!$M;G(_R0#92Z_9*A9 MC%:-AV2PQZCK2[>G6(N"LLPJA''SIY5^FCAOT;0?30IS2V>^IY$97WTU<==9534WV!J*#\Z+R.1K+>,6XBI%N#M M)^U\VLZ$5#.^4CHDX62VHC+X$/+G$N-YXHL?YS=?N(@!OV>R$!^'DS^N)B)% M9EG50M(I!\UOZ93%7J55G^AL*,E0Y9>..R9_(H?VVY_-6/J'*!ZO!_ M92"=%[E<5)>[$SK+M!O=?F+5<,HVS+&GR:;J;ZOY6QG]GF)&B:`;R;FK[KF) M\RU-U#/3/5[N2$V]"*U<>G/#GHP5,D>$\Y3GT;^K!?`;./FSB#B;GB9B!-U& MHK-J7;7=`.U!L9\HRPT3O`CC\^LXNJUJ(@WL[4QG)+:KB7C] M=^U@-D17(PG?^D'%FNC:[Z&II=7`'+K;?DHIMS%?A$^2I.CP-)FR:Y$RR260 M!KE:M!R,M>[Q8S^B@PG4"DFMV_=C\T(6M=-$]'"1BG2*Y2(ID8!5W.\]U>^1H6%76E?S%!RM\R#:2ZS)G%9'P)E)EP5&-&@?B M9F`5IO.[-*FVM*T,CBI"EV-#\)R*#$+X[M^C?+8"B&P3S3=HZ*O7$5D<5MG+ MM=QS.;+X1'P3WK*+-$KR"CNG23D4V?17%L;Y#(>\E.^;2`&G,J-3!%35;`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`-8N"UGJ.QI( M\`N>WC&>/\F5L_+NE3^+Z*Z\AZ7<\M@?O3MW,)"@[:+Y=JUW9G'UPG)0,9JP M6UEX.@NOV2L'N*Y=S/F+9O*2="`O2=>=DO%UU!1R*:RDEM'7!!7R6FW\(XEB MU:XGJYSOJSSDBG6]B;!"WK\QGC&U7+\EJ9+?5`QPQ?R^(:F&WPY@R-^RV,+R M=YQETO')R/A,/+5X5M(<]14'%7/L,6=RP;]ZYX)@+TXGVWVW^"!8Z2M]TU=4 ML7.=E>>/EMW%4C&?/PGRP8X4`F19&-FF0XAK6YIM(\VBMFWY5",`N)"^E*A< M44_Y4M]K1%HHN33I39A=EW8MLN/;,+P[D;*>L#C/EI^4TA]K^N(]&7];?!QL MT.\WH5$4KUR@O2)XVZ:!;@*B(^H9U(.:9A`/V,Y28L>SM":)5S$&^>0HY5/& M/W_2/QV);ZHL[:QB:^/;/DK8Y6^<0\@G;Y#ZLN'BB9.[,KH\GLRB>+IL?M8IJ'YAF%BUR`.QIH%EOJRJ`M_//?0&D'I M/BVQXCT&0VW7]ZVT!J^:#@+JFZ;K$<]!KN::&'C:PN\*S1&"2$<,&S\>AO=B MD$.;"-OLBG\/4Z$'@.$@$7I0&YE8`\30*H=B^H[K&HVN?1BGLHMSW.(Z=B$3 M0`]@T_.I[V@0NS;1"+9J31BV\^--WS@0,-@$Q;-P@"P#:0"VUM*1"X['P=,_X=3HPHGK: M?O,3Z@75URW@5B+0@%NF-J/L;8QIY0AD8USX-+33B:#]Y_ M_C4XT-2K>63`?67Y%Z$+.?O+:P!\ED6W21DG\'\481S=R/<7+E]4]RN;WLJW M?;:'86?R`<80`A-BT[2`1P@QD5E'(19JSH(V@-/\H?S@6.H?&;3;8M@S,1Y/ M19RR+2W8E50@3&#XP/%,A(!-;6S("LU"&]"G7<%X@)YRE$QA8/T?$!K%`#R_ M^18^]@?CDE*`-<^P3.?:Q2M;R^:[%Q ML]IIU0+#*KL)/,,BK@DU'>B00`NXF-;E5\_5O<&#TJ:]8.\6VWLTTQ[7L;JN MVRE@.=$7N8YL4(J.RH2%R9N(VUL$.<&E] MJ!7UP',L8@&$'0!=1[.0AAU]J2O'!J/5#(==)QL/4BI7UW&!=E8_ZJ!GEB,8Y9`@W3KC]"`>6A0G4=.H1 M0'1L`ZBANIP$Z'A5V,.%\6Z`4H3B3M89`\<5>W4YX&SQ:HL&3[NE58`-RR`: ML!$V'9MX$$"K+A[H6N=[,`YP^MZ/(U6G^SWBJ[%`M[5=@&W=@M`0P9&O46!A M8#\O#&.1B'T<+Z?$VNT0U$FW';*%M_<:;IP4MST>>()-#V`*-8-2S9/;X\@S MHT[7B.W]@&!7@Z7*E3K*`A*+!91$-`JU.10W5 M9>`[%!%`->QJ!`%3)FY\E3 MN=`73DJ%)*O+?IO556XZ/\>GERR,Y0MAO]^ER548LW-^%OU91-/R\9[G9D;F M,B"4&%@W$+(A=H%G(_IL0]O7AM^D.?:1A?V/AAV.[1PV&O8]HN$\Y?GB[7%O M)7Y^#6M)8^V[6,ME5Z%D>=4]CU)^Q?A]-&'R.G0LD!OEU;FI[L-Y3!8#T_-< M"U-=(Q2;%@5$-^JE'.HX^L?)(M[5(#Y@#.Q[!#?[K1W5LURS[CMNAVKB'!=_5H#TX`(Q7/E_N^9#;QZ.D$-GP(BU. MD\5+4N1[AZ5/$]+G.8^NB[R\*#3]F@H"22XP(:LQIXF8"%BV[@C@L!V*3`E8 M)O"(:QE0H[Y&?*\&!+2=KONUW\&BT-['U$%8=+RQ(L;QHE2T&/&-8'_3(M"` MYD`";8RPX1G0=R'QZ[P>DJX30?OZQP\_$:BQS!BH^RI?P5H'EO=A%%?#1NAH M+A*[/)W\,4MC8?\,A5DTV8+&'2D%Y=73IJ=3RX2&Z1,=.74-E!C4[XA2YR^? MV@C/84TUCK.L_/CK]\MM]9;KFP1RY!D4.X:!/1TB5WC_>AW:`K"KNW3_`F(+ M/ZG$)J-EG2*82)>^T[ M81NO;%%]/O\T$4EL,2^/YB73Q6%?.!%?5>^MC;))G$I)MESOHH!J0`E$/C$I MP$`7_]G$LW1=F-8U=.(@KW%58A@]U;;;9N(5NXH'!%CY"S,WW?2BK(_`M"#1 M7(`0(KIPPH1J!ESJD$`ZVG'`,4^\#XBT]##L-,;<6%5IDE'!N%!3 M.;C?BM"XQ7`VD>%WVER M5^19J1"]<7O>EE8!$(FY:]KRTD'L69;O"B&7,B+BCW83S1@9Q$#6WX2QWMK> M%Z*,3H@REKNH@6D0'_@:0*Y%;==TD+V4T=#!:+N'/S:BNFE[7X@R.R%JT2J@ M)B&V;KH.MH3F7`\8U%G*Z&EFUW-]!WF$?G^(ZJ;M,1"%PCA,)NQJQEC;0WJ; MF@0(`F)ZMDU,(&_1]($K4JV%=!2B#[0K:?]1OB(C[`MBC4'\YD:!3^2Y-$\, M3%/7H&,X!B&URGSC`QU%[F_D%JCII-71"OO5`&L^)?/ZV8`B:D#-1&+BQMCR M`+&P68>#+OY`>9T*HZXKO_=09]?3FW`RX06;"G>YN,_]A5MM.LS9W#I`ND@/ M@(EL9)K`AH:/=&\I!K#=#W2=E4)4#*?@,=S(NIKQ993]T?JJZ[?-`AU:CD=M M$8AV%IA@7<.HNP38<:&&A.PU@'1!HB*%5 M)P[8<#_0;*;&V+M;MKQ-%YK8 MT(RZDDIM[T.]PW40^"C3[:A5ZAX1XUF+>PJ4]A.(/,4U/$<8QD74DZ[N3#O`HR?XC^GU:;HP14(E52[G3;KK&MH'CF+;O&KZE`6HXODM,7,M+ MJ/O7;IJ^.'E]6;)BBXR!0'EALZS3B!_R-N#[,'ZQV/4LPQ8DMJ8A[Y]T"/4, M$Q';L'278@T^YV6=[V8\0$0JQ,*:%^\,H>V]^KMZ9'9Q>'7C`&+D$V(A@J`G M@AL=ZJ!>[T`4=$U>#S#Y&`Y?RM4\!K!6W'VWV;0=@<#S/8.:Q`/80;;Q'_:N MM;>-&VO_)=XO'WE=%.@V1C?[F7!L)1'@2%E);IOWU[^DY!DIMB7-<#C42&V# M`H8Q',]Y^)`\Y_!-('65:JMHVIU';PO3AT]/\RRX5 MNHL5T^^-P5@G'..,&F52]0^(16OW64]OR*%7FBS'C)%1)V!B24AW6^2_SC;S MA_NG?S*2#FBD/8JS9V74K(S""IEHXL:SEIAX+B)W7M>8KD^E7D:2A592(("@ MP'"/B7`<-1@RFNU+F>#>5(5IHV4D]9NG:XM'Y%$KX0A'W950@B6QGM-&.JYY M;B&#";+P`HSH&H_8;Q*N,1X1*J>CX62HX(I8P!3$OI$0W%33@.&3W#T>L1^J M$PXXLT!#H!!5'@#N*=8M,@A5J+HZA8"SSG.9%7#6!^#*2;4'B09^-?O?,5I%%0R22!GC]HD0T0NOZL5G(IK#:F%!!/OJ%#QGU8D]?LFC92>TANR#LM,=I^0VG[8 M7F-$&\81,&0,B2:/1=8"%%??BX04T=SM:I*Y_66FNGM$6S]L_XEH.W8YQZ7G M#`-FO`"*2<$-=KY9_QZRY;LN[3IN?=SWL# M`E2`$&$QC)N+4$!P93"37E%M(^'HV:Z.(\4W+!=?/LY6W])'O[@XN@0U'!\5 M`#(V!0=)(C"2C#@F7",GS0]CG:1:,VRB7X[PE20I?`-1(P2`AAV(,&!XA"]9?K(:Z/7F%C7YEQJ^9!UR+T= M&(C!-'5%%-`R8VDT$"QI)(UZVPT5FQGQG!N,:TT&_;;IX,Z6K;T)`9/D*<`1TV MC,/'@S<1(&ASR3+)ZXB1]XL!N%[$DMI#T,>8VH\*PBJM MI"!>(ZTHL%'K,XV,AF0G$TS0[S82<\J!.QVK:K`Y%:2C5E)/"5/Q0[!3"O`6 M34ISTS[[=T^O:D>-L"$5Q7E\Y^MT0O7+>&*5(\`+[G5J/IUB!2%GG"O(%=8( M@K.6VWC2[:]'_[NXW_7RG3TF"9;/)P^#LV.#TIQ3!(PF@DJ&*4T=#E]D!D[? M4!C@T$E_<\U<%MJQENO+9K)MT7:1U9ERAC<_.JS*GQ\,"L5]#6J`F380(^+B MUK>#CRKBSL=Q=3+B=OWKXIY[U[!U"]2>)Q\C2OKI`+M75EWW%P1-;*2"\=YZ MS("4%%O7".3%^8N>ZUEJN3.YK(!KC75V^//N7%Q?U=*30&(.*+$*6>^89ZF8 M2D)44R*5/!N!U&GI'3:-W/W]Y+\YE@IV9D20PB+II70^4H$R@I6PS2=[FQVE M-_W%U7FNEF,`6<.,^4^4XF%:I,G/PB6>C,=\^'%`TY)35TD@@HJK&HY'5KBJO ML^MZ3(@E!6?U=;V8H7!F..,/^A"KQ\=Y@CV>O[/5N6RIL^."%X8@K;16T,4U MPR0`KOUTX&Y(:QLR;V\TMW*05CEBMI^G?M8UST;AGA@5*(),>@,0),YS*+"/ MAN6+C(+::@V1KH(VY0&M1QJ=19IW1P46MU4"/$266!C5-\(A:W%S)O?4Z7VW MC8Z,`M$DHK1KF6E%$HH5:-S`1FUZ*95#Q))3X5 MPK@&KW[6EGIL3*<'!@V,C#NN3`WL@6:08+Q7XBS/-7MZ1YA<*YN*PEN?2!E[ M5+<7!`>UQIP8365J2!"7C6I]!G'J[P\/<>U`Z!7VWA/+)-<&R_8.!6=7"6=_#XUJ!(CKJ%:+N)C7 M<_!"[W?:7]?IY]@A/:E6G!@:.$.,"<$\4U]Q!JJ#<^S&RFR#POP>9BH); MIP+(I\W^HW<_Q6UU'QJDOJ5HH%.$ZOJ*``1`B`BLN/)`,AR!(*UUBTVN=B7^ M'M0:">;Q`DI6JQ\I(7_[56KQZ-:;^;=T9.]K)W_>)O4W"?T__BF7?!#8!QPB MR!L,(4Z][J`T!F]G44H/(3KK)AD'IX.:78=U"?^U6CY_CQ)UKH1\8GB02"%` M%(/80N8T(PBA1O*(P0U=7E?AQ_&Z>Z6FH&JEF)^*Q6W+>V05?FQ'!@>HE1)Q MX)4UA!!MJ6UDI4K<4&&'LE/?J9YC+LQ5*;5?7>F$WAU8Z^[%'$\,#P9QEF34 MV&*BH;$(BQ9->TO-)(K-_S%>E8.YBMV?PNGCG.T[1;PCR-G;]AYO"=`8SPA/ M,2G6(.*QPCO?AU2>(9'K8IHRU8I0XK4[8#3(ZQZ3[VSP?KZ(OYNGR.XF:.Y^ MVR^W7PVUS%<'!)CC&E+."-521<`T:=!2G/),@D[HXJ_R05ME'JZF$H6R\>NQ M5"[EKU(NA32M5!3?4-G1>@3H5*BB%^[74J8@+D[(L4=*>F6P$,J_!`]'J82$ MN6R:]%YU(38-P+UV%GJ+50I?A`7F'-=.0`\2%DL5K(=,<(\TP'Z`U@]0/'\C\9Y4#GGH,5<`:D"P)5`STZXJSVX[6S27)@60 MG%2F.9?.\FV?4H.UM99*TWZZ1SY7]YB@BZ,`"<:`M')"S]FMXLVS@?H4_6^$ M-AIZAIFTRK9:O`>YH183=$\4W">&PEC5BNERD?CVX1#%`8`@Q03#7'LA!<2- M1%+I&[H:+&VWY&)8@Q4O+9O.^W=^?C``H!220B&'L8;:*V9)(XD!-%>=F*#6 M.60:EP4QK,>&[LV8WGT^2.LXTC`>B5`1DR*H]5Y!0N:&HO5R)_1=7@R#L8IF M<;_^NBT>O/Z:HN;_N'_:!L-NFCCR<_=NG<8'RYRQ%$11#1<:$N$M:^2.2-Q0 ME,#`>7^MA(R`;I5-YV%;S';]^^QA%K\Z'KF_S3JT]#HU+!!`&%3*26J\('&? MIJ[U12OM<^M=3%!9*6GQX.%%#LJ>/8*LZ\]!(CUTA$'$"_;/U1V^+5-C,&8!B M/3;T:AE[;$C0E"*;TJRL0BE2FS@@6X,?@9LSA0MYXP8C6<>467Z?K38_[I[N M=_4;_O<\_YY\U5%[.FG:'!\6//1Q1W1:,RDL,]J*5*OB94T1GZN+3-;]-F2B MWU@[Q7"MX\[=]I!)9=_,\MOWYXCX?Y:?-W]&\$[SY_3``$6JJFLLM]0+P#C4 M>TE3OM&M[3@%&504V1H<^M=R^?CG_.GI!%N:1X**S$<@JEH<(.:TV!ZVC1UG ML@O63]:[5I`7F1A>RH?2J8WLZ8%!$HN`B4U\A+_^>GAZ?IPOOG0XHKH,#P(((F&$4G/G)/*,@]9I`*3/#;2>K).N M()U&P+>RQZY[8_37SP?G95PL6#AF.;7`&V];T(C.#KJ=K-^N(&]*`'H)?TT/ M/TT@7BL5P1&0,"$PX7(?7BAQ=FVSR?KP"M)C();UF'&6#T%9I[#`49MWS`%+ MDHW7>J0AK&<;56)!(2]=3]SJU`[8E4I-^47GW;;O/!WB8D!.6BFH!]`[GZ!I M91(X-PIE@OZ3@K&UPX&L3([N4;;'!P7&B(X:MT9`8T/CAL>H:E>/RKX3G*"S M=M#\'N?*,$!KAD>^%'/J'ACY\X#`N618,1U/Q"@7(-+Y=J=4DM]0M8(2TWLD M+G(0IC78XKY]?UK^F$7#_2F5%7D+Q0GBG!T;"+>,(`T\27NS\XS2-C]*>GL# M70-'Y%!I>"MM/JOG5,#^8?EMMHWBZ[3_O#\F<`H<4-IRI:1G6!)K6[^1D>R& M*FR-LP45@;6*FG-0YVN;DK"]U?IU=K^>??CT-/^RG<$.5.KUGH"YLLIPX:VF M)NH%!+$V<=^R[-UI@C<&(]!K3*@S"M0D"5C0%OS*-?ZII.8M^/['V%K*8+I9:SS7E9YP$X3:K`7REOA)062M.$9B,C<"\?^ MGO[1G7AC'$!#\:P2<#=;I,Y.K9(OZP24%@ MZP.A.MT.%'E_P(1:@[#CTF!&(%14MGZ1%"1[DV;:8*_0);"?CC(^6`L/1$FL M@?5(*NZ5,1*Z5G*.3"[KIFW=#?=%C@%NAL)]()-?KOZ[6,T>EE\6*1`QVIHO MM#^]AV6\)7`'+++.2..\@EIZA-I:?XYG=[**`5I9,>^FD0>"+?<2((N1H)@[0M4^ M_4]6S*BLJ8J7O!CKB6"5?(7EMV_S3=.`T2P7F_GBRVSQ<)H5)T8%BY!G*#6+ M%DX)`KCWNLW\PB`W4V&"*DO!F_9R@-8@S=M6O[\L7B(/VS9BF]7\T_,F7>Q] M7*9],`6_+I_BIWSY91&G9K;N/1HP][&2R4/_,/)+I'G!P?!-'=,>Q,W3ZX)C,NDC5M@3N0&04Y2 MJRY.H^+XUF#4Q]6VT_F/3@?4VX<#T1II#YV7PEOG*+'M=:97QN4>4=V]BW+' MF,7LRS9J\,HX,QC12E&.#9&W;M%4>F$U^YKN`_^8[0+N?EVN4];BA\\?[_\Z M'?O8YTU!>RJEY-9XRZCSU%/6F!'>,WA#<25C'&NC@GT9<[Z7&1^`\Y!(SH$0 M#-!H=W+<^&@]\>J&`DY&H,]@/&LPY-_SQ7*U=5;L'!`G^/'ZT6"$PO&K/870 M.*NQ\GMI,%,W%*T_$>?.P!FX'G?XZ&[P0(FDPA@B,(1:T%1!NLGD] MN\#.-A''9(5YJYV/NWCL=>*>&QH@@!IK3+5)]64Y1NFN]45:%^V=:J$'%5@Z M2J9N`50/.%2G._?=%K"OL\W\8>_*NKE6W4!&[+V`/*I4`DXCACI"F%71 MK#][,S2RY'U;=0]1"4LYC88&:>3CQM\B:WI.;.=6W?V@K')O-;!5M[%.>\.M]@K# M5,!$"-5B!-@-M:DJ,*OG6W7W@[/*7E*\53=T3B'HH+%2*N49I[C==A6B-T29 M(1/J.1AO5RD#&/"51L1:8VD8J@F!NY=,)^FT*TJ0`DAE9 M$^.UZI8*8>Z]MYPQ#+&AQH+FTS$VN3>5$[SP+D"",2"M'#N3T:K;(($U0T1Y MYY`!"I)XZ#:[GP6YP7L3O,PNN$\,A;&J%?-K7JMN;93P2J=JS@!HX0`"IL7& MW%++C])V2RZ&56ZIGYZ6?R8WE%^N[/+YT^;S\]/;?IT=ZO/T>4](.2"6L510 MAE#NI/.X5?&MS:Y>.T&==0@)7M],CPAQY8`(.XOS]##?SE_\^6FVV>5(JV_I M5N#_MK\_VO>D6Z3$H#\1`.8882LI-M!2$/\7M/5E*9:K*$UYLRM`T,N@7T6G M.MY"Y4#J0^E.*5V]7Q9M4JZ-)H[%M4RPE@(;T6J97.1V`)V@XEZ0CZ/C7-_V MO[M??5AM(7KP..O2`@3!VWQ"@ME:4F9=;)UNLFLSMT35#O M+\BP4;"MSZKM5Z[5\^;K8 M-C\:BP9B>BGV?'C>K#?WBQ3:T9,^!R,#E3Y:WPIJX2FVV'&/6P-<$)D;^S#) MT-51^9,/:F475<:)UF%T`#`%7'*&DCL.,`B9;1>-0#JW(.,$^Z.45)B*`UN9 M3#T.LA.CPK8-'F#*RR@71!!#XEHM\/_9N[;N-G+D_%_R`Q+<+^?D!=>)S_&, M'*\F><2AJ9;=&XI4>/&.]]<'(-6M.]D$N\&6E(==CZT&!'SX4*@J%*KR4^X= M7SWEC9+G1$#/0IINY]>^9L'$+6$],G&+>$\1DLRWQ@.G(#>R0WXLVN0C>A;> M?%JM-L<)FEV+@!QBQB!I8-3HHH(7S^C6*(CG>'K(+FE4D#*+#?(.225]^V<',A5AN'[=I.?CF2)X-]VPJN+:S-9_?"SQ3]6 MCX=1/NZW'EINOZ9]<:6\=W%J0!EE`@6!16R)%4W@4V MJ'A-D&ZUTO2?!3BV#UVA$&.`2$),&J; M&4A!51&= M^^?'EXO^)-D0ORY`Z9S5DL1CVQIAL/+`-*@RHG)UEQ%>H!9D[0A6J@3_'UX> M/[DSWD/C/:V"TXS!B+JDE")@H6:(-G,$.CNH;80G[WDI\JQ&1U]+DA%%^_"W M75P_S&E]EY/_E4.X<]O@@80$0LNTD1JER8!V&QNE:_3>KM^"_FS>?[Q%U>CX%9!)VV MCD$OC'?6.2,:;##(+CK4/9*D8.JA4="V[((5T4]3E>Q/-[>3>KE]P/5CLOR^ MU[GU4O%]<>A82]KD7$?HR28_KJ3WZ\%2SQ$;.M$UA/XL35/R;+J]?TO2Y-0QR]4%QHI8FB2J:7(KZ9@*+L M':55&PVW!EB7$@>D^VM:18@>#SO=1&R'G6)1XY[8Z;#/`=MSCI[4;\"4"Z)@ MQ,1JX#`ST)`&)P=%;O+_[B$Q'U7S*[EL15Z2O3CV?7=%+S8(1B."HZG/C/8( M&<(-:V<&A"T69E/"MSTJ0O:R'B68]K6*,]U,UYME!."PG?'2YP%X`CAB#.LX M,>5U/"M:_[Z+NZE45,Z'8UD/JU'D1F[R:PN87RP?C7C?_=PK34+<)LA)J3SQ MV"E%(96JM=5Y=H+!(V)Z/NH9V].2E+G>V"UDJ]QN4];%/TW\QWJ]3\`=:AJ( MYC1J!0YXI:55$$#N6OCBG^\H9&A4].MY84K0,`XU14I5MMK]^6FNIM/EYM$< MXJXZD!+OB%Z"TD@0PX"A6@I/B`2PU2^,%MEU>_[_PF0_.8=;HSPOS9/!-+7> MDV,R[9J']4.K?47R3NDN`,@@Q5X:#06DB#(-6S"!5-E']0B?U(Z"C`47ZVS2 M\TDJAF/%YI/F02B%K)7>Q!^S0WENNIX1A2&,AVZG8=^+!;L]R>^&DJK7[U#8SZ?,G@*Q#G"J,;02 M<2RE27&.S8:"/O<1T8BB$(I2J\PR],*R5!RG7U=)YQZ#1T8A&3<65$@CXI#4 MNIDNBC_+-45'=("^`6_)4.MU1N/UZ92.MU^?]A`X8,X+1CR-EKLC6F+5NC!9 M?@;C-^`V&8`?W:S8$]=@%/S+5?]>[R9@87DTIPR2#'L'``2V?>,B-SS\A]M4T@QD0M%TM/D`)2&`9E.S^-2;;` M&V4YZ5$$W3L)A$&,HMF/J?!&$$N%:S5DS;+#34=8;+/@ M"^#!\#\C`S_-?U:KOO)O[.DL*,&9P%ICH[A&1F.J6J>GP_(=O=<9/89>B9+1J)<+-?W?3;VL7AC^W4_V\O*( M;H)/=T$ZZCF0<&@BQN#!"P-F<[W5H[KS/0Z_5='* M.J0J=FH?).7<8^QA!%;AJ!A+W6HIQBDTN);X0;C7`_B%@_$?"?1J6?^,:_PS M&OHIN#M]\P)LW4+V,SH.F$F`*"."&"ZX(ES<)XFRUA=\JOXN:5ID5%,4=.4V,H![0-4:.`YL9-=[]__B",.Q'XC!OGKU5]\VT33<(T MD&T@[&W44ANYW&9U:(RG'0JOB+*3^@L660@Q\T)9KP@C6CK4NJY(]FD[RI?J M!3A68Z'LKC6*>>]QV?['^OHA99AG& MY=KNQ:4=L`/`">.U1`HKXH4C=SE/M%/0YK[S/+[4Q+DN5X:@X6#XGY&!OIY/ MYM.>+E?V=!:(L-$`\\Q#!9WC7)L&](0(R2UG,:)0_G-/%4"K>;Y?3' M9%5%E.YK=G0[BU]I')0"D!&@D(#&6VN9+B]N+:5M_6S8S- M8M7)Q?-"J^"=P`Y:9@UFR''EH^W7S-$C/WR9Z?[SE!&]MSN'U.H;]\)G8IT0FK^8\W?/ MU\%!X*$7P'E'`*-:("S;<][;X1_8O?LS,!/JTH*J8?KG%+03S:%M)J^.TAX4K^!"84$P`@:$.'' M3`J(&IR0QKGJV@@+91>D9\DE.:<9FM[C3V[K]636*0SUF&X"P8@J[&7%J&T5OC`Q[B]GSY.;A[94\"(0VR$)=ACY"T" M'M`&B_@?[RF?[YE4QOY785RWO;W<\@;$./3<228M!DYB!HUM#?VH[>3R\/A[ MBW,%'`S!P\$6H(AJ>7U=3=<7UU'O^#&9?Z^^Q@/K8KY]U)*D^NI'BI'].9FE MS;5/DSRBFX`P!5$_D<(SK)#7PFC2.@P@'#X,_VT'&0R(=0G&O3S0+]6R7EP] M30BQAW''=!,TE9+@]#Z;D+C%G?*\O?BV$N?6L3[>LSRXW!N$<0-B?3[&J2BU ME\M?44#_UV2V-P-JI_9!1W0M%L;#:&I!#@4!K=N`.Y++L:-3NMUNER7R8#EL M/'K_WVB&)N/JQE>T:"'0=T"8+] M;7-[.]NB,9DU:'R:7R^6-[O5/!P-VK&'X"B03B,M(Z04&R*P`&TH`\7%ZKF] M4>UL&)@S8O&V-LFDOK+;"DJ[PSJ:QP?22QYH%:1'"DO"*?41!YQ"J=J[8HAQ MM@DY0G;TO9"+H5`NE'COOLA,?15MWCVBYOG'@3MA<3RDE7(`(.8QX.TE,>7\ M'?"FUW5]GBCO-$#+4"2"6ZW6:81[R7'_69!4>J*T9L+K"(@W`M['#DB8>Y<^ MHD#:86F1#>4#0OS[OSU$\7/\9O?/3__UKOTS5.(,_S72

D6X] MVO-U=7%]E]LL_C1I7XN;V/F/5%(\)0=(W'X\NNJO=36_JJ[^I810:X?908EZ MI46@.JH$A&`'HM:HN/'&;=TL'$(KS&'/ZE"7;]LZ$?LOUG:?!$4]A$)98J@7 M4O"4PFXW`VR0STYV/R(!W=L:/KL6RX*PA$AN,PINHY13QH-=8LM]C'BU33`8 M6T0\5<9X21QDQO)V?I;E9OD9D;`>BB)]85K$TJQFL<_OOU7S..99'*NZNJGG M=4(@/;HXG.*V6P=QYI1(JJV3"&$J@#.[E!MIYL""7#MSA$\-^V;3(`"7H):M MXM),Z]V2Q6'?+);K^I^'ZL[O:16,IY8PSFQ4F"S!Z<4P:>;H!7]'5TE]DZ@_ M5,N$$9U>0A[%@QE"P""-[.=$"K(KRY9F99TN]KR@1`GY_G6AQ?DF?P.\*^R7$BE$45X?O\\EU4X/NO M@T78$".LZMSTTX?'_7_YNAQ.IIEO%=-KJ3=,!O?REYGP,M- M0O+_*@LE$$X1BJ$`N[SP:7:8T=S4T".\0NF;*SU!6M+=>=@@>O)E`!%H(#6* MFCEV#"'#%&OF8AS(=;5T#YPO&)[H]C+.8QT%OXKCOKUYT=;U85@\N$W^O MYXMEO?[52-6HQ#_N)<7(K'_]7JU_+!YDDSQ06JW4*(*C%L?-"N)B$BX-2W?O MS1JHB-([BF?O_QP=ZS(5C6:XV\UWC^VZA#0\;A&PPPQ#';>^0@P8Q!QJYT8% MRI:M'\"-W0^DY27KJ3+QM6T"6-0VA"!(0HH4Q3I:R*W71.)<#\,8J_,.*\WZ M`;C0D\3(^`/>J/N/`C;"::6-\$H@[SU3M+5V-#39#PE'^)"A;XIDHUCH(>`] MA=5ZO:R_;;9E7BX7J2YE/)TC"ME>]Q#. MLL^P42;+Z=U"&!CNXO3K2JU`)-`:6^%@"H@F6!+5FLT.H.SSZ@.XQ$\!LLBK MT,ER'BF;GG@UR2?JZ1YBO/A]\-%`3LDVI60<`D88`*V)K+S.+3("C_:#O\4; MUSX@/0=5;#W;[*^V^4J+P(AG$GIAH?;$8ZJ%:?5^1&3NZR9X=$*9]T"7/%!+ M$.:_J_K[CS@T%6&>?*_^V-Q\JY9-@M^+S7JUGLQ3VMY#,N>H?@(RT%B>,N-` MR)%3$NHV&(I*G!V[>+3W_"V2:TBHSTBYNSWR;!K'D^ZUGH*"EGM+(?"6Q`WG M"%7M]H.4YCX*1A\@K'I8J,M$([6I]]MLF8U\;IZ$[(U0.MP\,".XP\0EV\$0 MK+RWH+5E-$.3C(EM3>++R5\O)V?H\,+E],Z# M45A*Y8S`!C"+":*D#>[1T=;-Y>0'\(D71W^,7DXN/2-`8&+C_SM$DU!O9B`, MRSTT1WAFEESNU_VAQ^&=\13]M6GZQ3(>\G.SB4LRG_ZZ7$[FJSBG743Z]F^S MW2)>_7VS<^)W3A-4XM<&P!#0%FN.6#P)$(BS;B\4A!2Y<7ZC/'O/0-41KN$Y MCW=;7=?SZNKNFG1;X^9^=H.=^SW\UH`]8DIK8Y1F7FDHZ7WPIO7YQO<'N-D< MS[+T*/>?#SZ.^$L.>_7D<9):UJMH[CU\2M],]\AC8*!1 M!);BP9R0T0YEWFJKB&]?/UB!&X&,=:][B%OE;3V62UJJ_K MZ7:0J2C5,\CC,'^;U/-T1,?O%]_G]3^KJSB[/^?+]J^?MDAL9U5/[QHG,#(W M5;%Q!8X9ITH9;:,^0;&!TK0'MW,TV\H_6? MF\FLODZ)YM3J/ZJK[]5JSS[KK>^@E(>>6&H=L@I:23RSK6^4@VP%[$.\?2T- M?R'7]-/I-*-MZV9^24=@7._3PI%Z_DV!4J@78@]C:('F).K^1`K)J424,(6%)=%L@0[^Q;?4E&L3+N+.76YP>.0&FZ\UD64]FSPWMURSKXZE[AA$& M)"SGBB7UTB@*<#S+V^6(%,A6HC[F+AC_"H[:<3.0SR:A1)4P6"*B*!-,*HD9 MX@U*&JC]OM]36",5EM=OOND5-WD>&4/[+W M8+1"@MHX;QFU7H6(D+Z!05&>>X/UAJYK^Y:SPZ$_#`DG\ZO'LG_?R$\BY+&_ M*40#3UIMH&;`$PBE$E@U\`!#'XM97-W5[D5X MNHV:WF=Y*&H'/Z@ULXTW?C2P+M5[NK0/W!IM#)<>`V&`-$S9NQ*6TG.E#NZ- M@>=^F;QT72:Y_3!8*H0GE!%H'"56&<-<,QOA\M\ECV^G][RZ3_-%GP)K"1V\ M'>!NPDE,+>9I%ZN_ZGTQPWO;!84-)E0C"XB+`#&%E&[F"8A^1SZ3W`5^C2<] MP%GDZ>GC8=K%3;1%]]#EQ>^#XC+J^E!9P*`6DEK)23LOR;*?G8Z8)J>M[].7 MISV@6O@UUN]5>DO6[>G5[MO@!4(@E=?QRB#-,77,M_,I^":A1`#%B2OZ^B.K M+"Q+<$-=7=5I92:S].3KT]Q,;NOU9':0)WO;!9[JAG.+!37>*D`),KB9)R'N M';DK^V5,GZB68,_7:CU)86[-&_R#M'FY0<#,1/$+N9<$:PH<$X(V,Z,&Y[I= M1OALKE^^]`)G":)<+K>F]*]NA]`+7P>8+K,Q9I8#)SB7&.E6M4OI:]^/9ZY? MBIR.99%C:#K=W&QFR9/QXA.FP^=1IPX"0XHQ)YR6&B@MA4[0WUS>;FSL7WN=Z\JV>)9_!8<[D=10LUD+%_[%T[F*A MO(?M\?M_[%U9=]LXLOY']V)?'K'V]3GI."?QS#SB<&S:T8PLNK6DV_/K+RB9 ME&-+H@21%,U)]X,=&:"`JH^%*M1FD$V]E#D]_/*#8*<7,O4'B]U)X8$W*1NB]'A:X\?%EB<^ M12/S*OYZE$NB'ARPU1)`XJ7T*+X.WA-5RT5G46J/R@%>`[7MATBE81^H>)M1 M>35[[[G[&A'NB_F?V?Q0G:\3GQ0`CR^:BF0`RGGL);=.U63%:HQ^K00@O*\0 MWR&1^Q%#;]?;.U\0#'$(2H4\)=A[@XUCM0`ORZST!<^G=01JA-!\V764 M3C?(>B<5+\">(98'TPP+ZD2TBBGW!$@'27V]8L_(=!JB*ZXO<"63-^'V:E.Z M,.,X3C;]"5_D51+=LSEFKZI\9,W_01'=@I M--HG>A_"Y&V3JJ,+QIWV@&"A)Q@A;1V-]BR.FT5@ZX5$J757!^B(Z4L$=4+X M2T"N6NKZ^FRRV)S)98[FOC/Y_S:D/`&4J5\1#`::1)$N@9!1MBL27]O:->%Y M:L^.XST__6:67`2X/3$GX>3=[%G'M=VM8[OW'+5OAP6.*(<`4J8Q1X#'M\S5 M.J.'(+61QP!]/GT2M_=`A;]GTU6N;N.J(Y_*1+Y-9[5C(Q?V3`\$\VC& M&^B\YBQ23]BM)8^-3;43AUH0HQ=1U`'A+YV#>7Q&ZKO29P<0VM$W!D4A\Q)) MC`B(6C%FAM=N6TIHJJ0\WGLT0E`/@U=]O`=U$X)7,;.EJ_4`D/=-"1`AZ;17 MCD$%"#((V_KR'4&1*EZ/=TZ-$(DM$;L/*/UMMEJLLNGU_&IV/\__6&U2]MS] M?7XPS>S0M""PE()`5^[1*L8M@=NX)@!3@P_A\3V41HBI%BG>8BKP1Z_,CZ$! M1C.MN6&$,B0,JKD!0;+/%0[02=:'R3(P?EU:)[U\0=>HKPCH'(G_4Q&U>:RW M3'10)-<8'V!0P1#4S"Z8\LMGO'5*2L6Y11QICCR5F$)$:LHA)I-#&DY.?=DX MC=UL'+K%1;@SF#H/ER]^V$_1!Z^E=``8XQE2!C#NB.5`0L^,(AXWJN5'*8J5 MH5T?Y'OJ7^T=&YR-\E!(8*GV+AK:!**795IEM4MN%SZ\$ZMEMA7M4G;0RE.' M1=76">U(2,2]8]Q[Z82KJ<1$:E&U`6I,W>#O`DSHN2Q`/#"NYVOBW:WOSJM6 MH`<0><3LP!'P1AH7M^>180H2AJH]0P!30P4&F-;;+?#:IW6'JLHR`C^:Q*_B MF7K5/$I:338GQ+HR]*OUV,GB=EJ4%;V.T$!.>DZ0SGG`-1<.:(F84Q24Y3XA M-]!3WMP/\8*TN(F,T?'[_WTN,>H'!50FH$MC.(:2."ZA`ZZBAO`F]<`9H,+3 M$4IVO/^=D;\74;`M;'$UNR_FC^M'V;)ZP67LD\M("<(,!YK",NT^2GS+HS[@ M(Q@0,%$E@(W&_E'VRG%@V5./[K0'!,GBMW/%HK+-*7$0,HBJ#4G!1F39=,3H MH@>R]Z%+?HIO]\.:C:5NLFHJ7[=K>"#02J&`L)A;@!`&PI%J5TPZ^?'!U!6; MB]:I>PG,-%:QVSTAR&A+1>O*.:@)IUI:`&&],RM'@)MV&-N`DB1J]I(E$Q6" M^(YLU]NL\A81"#B'1'(@/*\6ZVAR]N@`K\%:XGZK]$Q@ M_DV<6'HY5LN[XL]9&<>Y1ZW8/SAHBPVP$'N!4?PI,2#UGC7U(^B5V[%2T1IM M6P'`7AWAT/!`!/*E.@X!4%1Y3(16U4(%Q,DQ,<,"P;E<.LCP)$HFL-P4\Z=B MGBWSUU^^OX92TY1`..9Q94)5>6'#SK3^57T0D]$P#P*;)@ M>CSS]PT/6$($A:">"RN=(SB>5=5"E4SN)#0PP=\JXUNBY?$VP2*__9^'XL?_ MWN63C3D0?WEK!<2/PJ?\(9NZ>*@MG_=I`.]'!5%>P`C&K:#2$:*X%O5)Q]*+ M%`W(^]3UT7\V4=N'PF8I^]6`-T,"D1I24/:V8IQ);8ERH%JO(6,P^<[B4M$* MV=)*(

OD^^%MG=G]FSU;]G\W_G)71?.E$N3/%I>7=0])_RB&`%=(`A[J+& MPYE1W-GZ1I9:W5MMEBY+9Z1SL>B%JDGJX!'2[=.!ZF2G/R1XK)E`SFA)M('$ M&(M,+28=3,UD&U"!@QY,QDYIG@`D6T;F+/.[*E].KQ;ES<:BK/'Q(Y^M]CG# M&N<%!@U1!GGJN"928$J-KF5M>N+CD$Z8#OE9=$?J5E'RTF^\C`VN0KY.1LR. M9P1/-$;8(ZSW5$G220&H]KFC%C4E,4/Z*UDPZDUNC;!V)4!/?RZO$IF\Q+@ICOV?QA M9Q&QPQ-"5.$$QBJ>[LI!*AC0>NM`]*BWGK>=JL;]8:<5*B><79]7I4I^?;]) M25S&+?HBKF#N'I^FQ7.^M[Q`2T,PD+1N(KJWAO7HY\0I`!E40!M;,0X M=/'0Q5N/H^.IR!E0^:2>D-,=T;O%T#\FT^G]:MHBIMX^,2`I@8$P"E5KM%74 M`,5J51BZ0K7\X=L-OG/>I_;/,]-&8$OKVAP?>\GLRSR M.YMN4T"/"%!NY?E!(2>THQI2!Z"&FFJ@UA'E&E&K?*.5VI')E"TFB^O[U]LH MF7V(Q\4ZGXI%?A?%V?.FY.;Z*O;F>S;[ MEDWSJ]FF!M+U_6;@6G[IY_7/>6.>2VO?$:)8H@9)+"!!#`BF(2,5_32'J=ZE`0'^ M0GAK#>WG<2PEHN)[?.EOYME=7A9"JGK+[XNP(8BLO"ZO62-^'1-Q6/KF:105IM3Y&JD:J^KFL@!+-EJ_YYJ9H\7WRU'#6 MISTP&(X-5I[%95KA(:3>U5I9/+=2/IO'=.P-Y@ MP43D[A17:(7;QR$HB;9]8*@.HW1_/>6S1=YXLNV>$"0VCBH'-`)<"V"9UZ+: M&>=R!!F9+7/X;17*-LC:!V"^Y>MBRK_EL[C@:13.ZNYQ,BO;PJTUQY?E[T_O M3'I.,%1@ST"4Z%%%4`;%_^#6UD:IX2`#,@.[A5>7U+[`4:>S:50!\F_?\WRY MWDSE-=TJ`M%@V=S;9-/?YL7J:5&7"B_'K`-B5OG=RVL7]8W3%+2.%A`X4[1L ML>.!`L`J(**67%'>()>:V#BP+*4AZGK#X&@O5WNG[.$HUT;B$P,P1AHI*<&( M<.YI_'=]NGD'1N3(&!K8WC4"ZX.!R0G%696X>A69/7N8Q-=^$>7$4S:YNRWS M.++9W:*X7_X967%$;O')3PO:(LJH,9X28$4\`A7S]2T#5R-2;CL'PKN,@=?'1%'7B+NFQ*8 M1D)13KGSRE&MF&6NVEW\F5JQ?V"I/H/0*EOBP:40UJCJ[9\4)%":1.$L,<5" M:4V(JYW82B7GJ@[PE#R?R4>@)HFJO01+;:*6%U^RY_)5:;SIV3D^&`.U-1!% MD:N4(\Y@5ZNJ5!LQ;K23N>3_?(EOZ2%B,?'`./IN,O]/5."0HA`*7VDD7.02\A8[26TQ(WI5O0,UAY$23(U4VXU M\]FDF'\NEOG"KO+/Q8^US(O#Z.&;S(9I@5+$/":0ZFBS0$D8H7"KHL`1!36> MS[NB,[HF`.)K_J.8_HA'H8DDGBQ]=CN9QL/6_?4TF:_KJL49Z"`V3GA",(AX M3GV4KLPBHRT%95+,2XH#Y:E9>@/25SJ!27#8$66$!V5 M0==P8C5/#5PCX"QC$GL(G<96H-K!C**0'1$< MW0;GZNX9`1E(N8>`"R^(%H)86[\S0)M4WZH<#E@&Z$%9F.Z MS>T$(<>CL`7J]V))OP3=OM+JFW.Z]LT)D&!E&-;1$(#02$#DUK.FF!_1)7%G MG']K<[=$ZX_F%>Z;SOV&6IV1R%O6+GI'B<9LWOVS@L$&"Z.\I1SZLFXKQS6. MHMV>FG,YH+H#?6.I/6KW@:BO<9EY@Q9\1J?0T@FBSA M!R3B!Z/CIE*]-]0TRIU7HP)RT9*GSDGAG0'<(TNV;C%/1A0WGL"W79Q/HEL? MO/\]RM''U6,C]W\:%Q@R0D!JM;51BL+X(MCZ+,48CHW_IW*O:(]VO6`@^^LX M#+P>%RP4I285SU%,&?/4"5+?$B'"W7BB`UK!P!FTZP,#7^;%4SY?/G^99NM^ M2.Z/U61MH>CGLK5Y@TYQQ.RH+4628>J]CP0SF!H&ZNM):]/MR0$!9C#:1OO\ MN"@&RS4WWIX=,3M0*@C$Q$3!2ZCV!`!>[QE*GUHO=X#G5JL(.!9=R92^*+H: MS[V&F<$JZ1W!,)J1#@N"K*=UA1_E^(C:-K3*^6-1E43E?ES&D5C'E!;]>6`0 M<1?2T+)L-!2:\[@3O;WMVF1M9-\35_ M*N9E$M^FY>[M\]7L=IYGB]SFFY^_S8O%XOK^)OOK@+!L\VN"8E;A,HP?6BL5 MEYX(11G4\6,D%.Q>;9,;],_RA\CLNYN/\!(D8+`8#`L31'O5*+H*DOJ:WT8V M-W7P?C,Z:(`,8,IKRD!U&U'J"&_.F*T`['V6-"'R*Q66I<1KN+Z#\B_ MO7,"%X)K`)EGB$A((3:L3B1"6(S`\SL(B+7-B#-$4MS_I@3EXJ;0^>_YTA?S MK_F/?+;*2]`_S-9_;)!4QSTD:,@A<)(3S@G@`'F^5:&YLZD";)PU;ML18)UP M)@%N92/RLMEF5$\>]X#I]9"`B5&*0V@`A$![9MDVRUHCF'K%>G+ANA_Y_)_% MV,%R!N4O>N7ZMT5^OYI^FMSO:JM[PNS2*<^H5T)QQK#`C@%4.U,%9:E.R'%6 MHCK_V&N?)?U4T(C,C$1YH9AZ+.V+#34/P._`K."$8!I(S0WA7@$'7ETX8D53 M(Z_'6:/E?-BUQXK+)@0<)?:.F1Z,C.*=*\*@*,-:,;>OZA(HG^I"&&<^_?D` M[(`G":K8:]R7"N+CTRK2OXHJWZ.<'9X4D(KV"0,.,@68HR[J$-O+<0)3#]!Q MYL*>IZRURHD^!)G)GB;+;#KY3W[W=K6?\^4!$79X8A!(*$\=,IY"6O;#8:P6 MV=RF5QT^.;=N]#9")PSI`WH_ORMOX^\/0._PQ%#>"C,(N)*680\Y<:HNSNDA M2FY?,B#?^Z"`URH[>@%>N;"KQZ=L,B^)8;YG\X?\(.!V3@A$EBUU#91.(2^! MM\1OJ\`ZD.Q;/?G._[]&QK7"B`2MS,7%_7H)Q>QS,8OFRFI>5OO2 MV6)W6>WC9@:&.2E]68H"8Z540M#Z.AG'SW_YZ-M3T-KG1Q\2:POY]P)V8[=, M2[OE@`@[\@DA*@FP[*S*,&-41HH^ MN\VC(K":';(9]DT)TD-'H,18:0`H=XB;NA*5="2YN?$X6^&T<=G6"B/Z@=E\ M\B,KNZ'^EDUFG\JPD-GVL\,V:N/5?N7KML\OUOX2-+M6E^]/AN2S1[4;?S#9#DY:$LD/"T82)!W`@'B.-`" M6LKK)'2C:&K@!_SEB]CK`NN81PDV2+FMZ_N?ZPWK8CXO_BSCZ+*G^-'RN702 MQ\4M=^J""4\)1DA!@=?8JC("`1@(ZI)NS-OD;*I?7HCWMDFWO$D)>M\4QBA[ MY+ZT(M]]WNX=&[1T**H23I=%MGW9(71;$=`(GUQB[?_9N[+F-G(D_8]F1Q^-O##Q6`VY8@>GE"+>?%Y'I61P!7,<.C*D*X-@UT<56FF/Q=T>)'?"4` MR1F35CK(O6;61>^^\:$XSB[0B0Y_D_BAP-B]B)[`]+_^^50Z<=%_K?_ZY=\^ MS'_%Y,(45 ME`!2KH'ABG,%N2$VJJZ]L:8=O84^I:>28M2VWYY,&L5WPXY@Z:'[3&1!&> M.M]R++5G3KN:;D9Y[NW&@')2A@&^+J312U&P5['FAR-P[]R`M;,F[CP&E>/* M,XV,KNFE1.<6@QG0J]8PT->V),Z#O"^C:;&X*):K^6QG9<.=$X.`MNK=;.)Q M'PEUD!E;4PJLR&W[,*#7JZ%B[@0Q]!+G5BXBV8M%F4*,B_&?D^6-^SY9?II' M3^>N7(RFCU=YG^871;KINXRTQ,-\<8PEV-:/A&B54`64$-@S":$#U/J:@\3" M7"`/Z$%L&$`^F\AZ>;DH9HLU(ZM+H<^1UGFQG,PKWJ7\CL6OY>QN/4@7L^)J MLGR@:M<#1O9'@[1*,8VQC6Y^/""(==X]SM9KLF> MC5.R93S;BUESD7>@XC_T(T$)QJ#D0#*"F#%(:4-J#B!$T84"P,Y'T MDY6Q2*W[TA\I_?);M*UGRV/P>,C\0`E"G%'GJ2/0:VT]-C7=EJ#4K(@E?I\5>2_&@^8$RI1QE\9_H,C)&M!*-KV@0 MRHY^'E`7KF'`L`MQG+7"P.'GX:&?"(I:(ACEG#%#*-3(\T85&"*RT]9^OM<< M6F7@-(GTXY!$XQ0#5]F.0G2OY\ MI'GED[0C@CX@]J^R'/\]F4XC8UXF!1Q^Z!W^D9-)S%E)S/?KIZF,YNZZJ)AR+SYS/!0^=L<)0`9P0"@NB?*,. M/,NO[O_SA6=[8E)7TCEOE&&Z%GA2J/0(X&9_,P"#I6?`.4I1-*LIBP9,S1\G M>+:R__FL]-Q?S+36.U'`+4/3,#\XQ#2K1FV"NO*'&N MH553RMY!]M,PX-BN(#(B^:M?U:/%NC9($3?#8=$^!\\-EBJB/66,`8Z-4-;Q MQ^@FC+.Q]/-MI>Q6%#GE$&JR'E.B#E"?!\X,2C*@N7;>(!O7'$T(U[ACT13. MKMG^\XFD[%(0IY35^*48I5R#PR[U#IP9$(5(/(D)(SHP'CH$((`NCYY>$+*,YK?#>:-]N>/?E M\J88KZ9%>;6CF;A?+2-RGY:Q>DBZ[%U,/)>1NV?3VB=G7&1A,5RDI:\J%_ZZJ/N3*=7PZ(#3J)78P,7 M/#+688&\I](!)A2KV2JXW!NB<)`9LIMK3[I#[3%*COY.4!H[3*6PP"+-`3#X M(?(DDA>Q](ZV^@FB+?OC\'GVI1JONT`D8_RJG-]6W[;%K!^I.B1!PM]7U^5_VM>KNX6\1/356IBF<94(6BK8OS03R9U_4@Z9&\<:^_9WB-\\(R`A( M($0*$4&8PT2)9D-YBMXQ4HX5[NMLI188FO>,4>G_#[=W\\FBG.WLY;U[0HC^ M1#PU`3(0>84XUEJ:9K&*Y-;-'6`47TO2;Y6?&<+_+4[\=/7E9K4#TJ:CK*B6?<.VPD!4)`2.I56R1R[]P&&'$_6-OA9*FT MCZ7U4K;;$2^&!*4AQ4(;9&2JV@"29U2OUR"5F\([)`5RBI3*5MB6H2<^1)=V M-+N(S(V3;RJ8?XL>SOS^2S'_-KDL=JN-`V<'Z*-^@SPNF!'M&=3>-WPP%N<6 M"1J8]/,D5W;-SKPHW-GUS>2B'(W_'MU;_1HHSJA9CRXW*\$QK'?"(` M@*C'6#CBE#%80L\:X]H;DZMCAM6?K`V$=,C5#)C\>W0WFD7._[NKNUHK$ M^D#I1F[4#736I-1%&C8.7??8:0IS[D!TR[\4B$'0&:P`E=0*8P!ES;4*MB#7 M0#G\%J*OKDMO:1.<5\@9AO%ZIQ;CU_&Z#[7HMT:H[YD7)(84)"]/&TR%A9:) MQJ8_H=3Z@*Y$W@(PNY!5JS![(')VO>9BVB='0V[#-X)$SCAJN0.8.L0=\[@) MG+)<_32#!P"_T^76AXE0KSR.$.+?]Z<%`B;BDL,.7<2\E)VFF/-YHF M-QIE4+=%;P&+K8FH#]!5:;*/Q<+,S6A^O=-AVCPA<*Q9)`&H5`@GVA$8:-Y$ MFFN4^S!Q]#763_"U**8,!?SK*EW0?;I:E^Y*_/!E7,'< M(*D/5LK=HG'?<$<>HP84]+FQ$@,L4#1D?'4AJZQ(SEF5SY?::6^-W'P<$J#1 MW"&!@4%,8<1D='B:(#/@V M(&;SX&!]7!7C7G'I6&J[3[!TH4\48@CJQO'EPF0711M@EX2A@Z@-`756:**\K&JYI8KZU8OIDQ3V MYRO(K"7Q\/WZS]&&W]E7,N*(3P1-M?#&$"`,5@I1K!ZJL:878`OV7HZT$9-; M+S1%LV^)R7TZ)$`M.6).*J\Z$9V,#4TQZ(KS0T`@NE3=#X=3F-L=/'RT.D;3 M_RE&"0CHY(O6)+?&XN^9""0?N`Q"E,[2HI\**XGB229LM? M1[?;C(Y-0X.@P`#H0/1(%7'0N6A$U>LW.KO/YX`NOGL!10N\[0H;IDAWHM,/ MT:'__I]B4R.ZK6,#TE9A$:G@AA"?VO281A\R#7-??0=TL]TC.DYC;OOP>'AA M>;2!=OLLVX8'*!Q6UF++E*$*I^*II*9#(YIK:@SH"KL7D+3$WZZ.D3^+Z?0_ ML_+OV9=BM"AGQ?C#8K':G(:R;TZ@GF`M+8TJ4@$4+2<@5',P&IL=\SR@"^L> MSY5VN-R9^EG#^J*X2V72H]U4%0;;K84V3@D64@^:.QR:C_: M%>OIO.U,W92WMZGZ9'GY5]40;?%IM5PD!L0C;K?2V3$QN)1$BCTQS%#!M(AZ MM7E;0()E&RP_VKUKZZSN"D:?5U^GDTL_+4<;GZHWC0N<,P>(CLX<<3SU17.P M49U1BV8?+C_:G>NIG.TJ?N)EH\XC8R;:":E^N8@#.N=LFQ((@)QBB+'17@E+ M-=;KK68=YGA_[%D_%.8TLWW2XX4#:;DG"GI%/"+>2%/3Z+55;S_@HCTQ[VE, MF\O4OO9C>ZURAK=5G:.$"\(`]O'4Y(Q'+4D`-R;^!W=RK^_;#85-'-Z^9C7/ M!P8%*4`\5=:@CF`A$V8B-.+/D-LFR6?QK0_9_S+Z/KE=W>Z5_K-QT31! M4@F!$)'QLY@H1FST%323D1RHWE%?E"SIE>WQKA<,3&:'8>#IN.CP1Y?.QL,0 M2H\,U`QJO>8&X,32W#-@0->UK6+@!-[UDO+[]V@^3F'9>TR`9^."C'X$)D!% MXPQ.@G&)20*(TALHQ$8E!VC.*3?X-\?`0=5XLE#U(IY=3M%86'P\HS_EZ<$"0 M1MN"0L@@XAXG,]'7V@4)[#+Q-J#7SI;5ZLD\'(1NW;FU_D@U#6?7ZU#V746` MVOR9(+&1`@D(+4H[5V",U^8N4-)0_@Z:6;4!H6,5:G<2Z`/'?Q:3ZYM44NM; M,1]=%W7J]/I)^,4YO0.GQWPF4(@!E4("I+0E4L7S0=37KLRQ7`T\9$?C=!QV MR.%>7-+93%?+R;?B2W&YFD^6DV+AOJ9Y#10Y2.""ZMDIH:9%7R0ZF5 MEADA2?!*L@KJ!PRGA.BA&'&J'7>8SR[+$=GBBO[ MM5CNK,Z\<5S`7D"OE+5`&$HEPMB1FA9F?';2R?#V^NGB+-MC9!]^P>?1?#FY MG-R-ULW\:NO1IA3>R=?5NMCS[[/QXW_7+-J!GOR/!FHA`]XIHB%1RBE.F:PY M!"'(O:W+[87PML#6&]\S+*UG&T%]BT=\NJ3\K7P2!W]33J.P%E$!3B[C0FWR M:8KQ%HLH^WL!*@PUQ<#9N$!0E3@Q-:G:ROXJ#)7+T?1M`*Q/AI_]UNU)(D9% M2>ZUV\OO!$>E\$IKX+3@`A.#5'/Z.TO?0;_)SDZV+AE]-L`][(]71*CQ_ZX6 MRV3I'PN]_5\,3GN)(J^I("J>\(AXKAH3!*%?]MH.?X$ MW/:EX`GQCAH*%13*":0L\C4ON,LN$WY\_:6WHWS[874?L'O)DGWJ=>/X$`]P M!5.TGX!*4E9%*]1T>?L>JC5U!J$V&'H.H&QW!?;,"%@P'L]>*1S#SECCL(2SMZ]JPBGE9//_M-WAM:*74TD`'H=2(.HX06]?#4M!0 M!_8V).\HVN;RIABOIL7KU\,7OEXEA4.253._&#CU+MKV51THHYP5C)J:/Q'9 MN?OY+5U%'@R1EY$TO;"\E^"OAI*+XFXUO[P9+0IU/2^*;;U'#IL8/#<>`28- MPHK%0XX1IVI*`>*YPXNFCVLR4 MLT4YG8Q'51S/PZ/?IZO'MAAQBZ2WNWEQ4\P6U>QT'W;&!ZN-A,15_G40*"R\%A89H2C=&UO6(Y_J9K[Z M_H&PBV*ZEO/-Y$[?O^BR\C$M-?7UO=_TL8O)XJ]]^=_]+2*P:*,Y'[=8ZC.L M``0Z.H`/4F#>OJ.,XEZP^K(U]%`%V8?NW;;>/:ENNZ8%!)72$KIH3$A,C511 M3]14`J]R/?JCX=I':\LA@N<`?&?*JE]$-IWOXF_O39?;-2U`KKG`"$*FB2=& M4JAI366T@=_Y`7J\L+]H&@#[/(YV*QO(@;K%[PW@3N[9,"QYPXR"2U M'$GFN-'"-XI%V'=ZGITBZK(CWO:!'E_.B\GUS'V/3L_L^G``[9P7I"$..&:= M8D)P[XG@[''K95<%.=H7?;,8:I.]9X#1.K3S6!`]G?7_[%WICALYDGZ7?8!= MW@>P?W@.#'C:AM?3@_U%E*MD6^BR-"NIO.Y]^B6ERI2J2B>5!S-;P*`Q5F4F MR?@B&!&,8$2PRK!4%H&1Z,I#PL#Z(&>S1JRS8VT%WJ;H@H&N(&TW.FROC7C" M+#_R5EA?+18:<>RP1LXJS'FU1@_=R:/HX9R&#<`F;PZH'IGQI$U^]+W`E.9Q MA=;%Q:;^EA@94*V3,CBBL_]&T#Z/@[)HFY/_.9_--P>ILV^;J:1>T[/EX5II M9[P5I+8`I-L+7D,.C$IU@&HUKEUN2MUP6.)2^.9MT;:+;>7]?/8M4OJ'G7Q9 MG5%>:=_CP7DA'+'.$6Z)LM&MQ:I:E639Q1:+-HJ*U6H-(-0'WYW48_M?"(R* MZ'$`:SR)MJB-BXS.1[5U.WNR6?=P=JOK@#W!)5G4S%!9?OIK\I".(-+`1]74 MGB>#(1Y`ZHVR$`J(F4>^=CNBWS"BREG7XC-ODI!]Q4#JG?7]&66*SOM`8(00 MRG6J52*8HHY'U[+6ZLKELE"!%P8&H*M:P:QW;OTTN9]_FTW_;_+P;K:^5KPG MP6&3-A'_^3%UR9K/?IMX7`PH@X&3;/9)5S< M#3HE\/SCW7(Y_3K=E$=1]_=//YX>4]K/!_/NW6PU;X/OB7@([W.MQJ&=P[7/^QTA5`+_UV*^6=2[V>35LM3L85,8:+>.4+WVV62Y M_+PIK=:0,FAB'D$QJX!`0'@"'-*4*UGO0])F^U=#\^T[U!(]P-:M^%2+_C#; M_G8NRQ]X-W"OE8RVIK%8*(.-@J0^6$OWH[LRZWM/=VJ249LA=FN9Q\\U=];7 MY%-%WWYNJFR3(#]\W:U"M':L4F&BY6JYS@?_LE.$:'E.RO!5'PZ6,6211D1$ M]*$%WK+GJXK8>`TM6/]FFKJDQ`@*&2B\TQ\A`(0RGE%0T9,",Z`2\*V8[>.FJ6ZAR"FV> M/]6#!;WW1WL;_'KP%#BJ?;1!O7.&6T*8K,G@X8C2OGM@G7G?>/7#M@>#Q8U^ M/V@`3-PMF,6.`*6$Y=!7I(BN5&ZV7D&LVPOC-,NT65AEL*V>1.-NHN*X#VGL MH['KO<\&#;G@TEL59=E8%!UE0*LI8BQRQQO[ M'@T4*86C?0*LY(![CYE@U02MER-H']$_:S1`^"[.2:O>5"<2\78?"]%<\-$L M<(Q;)#RC'$-8K4(9.Z*T\OYLK`8(WR7[G,RG>]4#30/IH58X];-B,DF!J/TE M@L6(\NCR`#S`!5G4RS&:TW'3NUDJ29\B0G'T5%?YJ*(Y]DJP4$`D&89*2`>( M\)S7Z^:8CZA!=BY2\U8HV13TX'+H097[IP`#4$A%?)P>]$1*O%5Y/+?R?('* MHBWH\RC9Q>Z?V259"XHA]CBN`RAIN3"U$41=]B6@`F/\_9L/UU"^DSI@(VBP MC!'@J?4#-T+%K502KE7M':#N;)DND@$R^:F+%LN7P9"A&=]/-F5[+^^M?,:; M@5%`H[:`3B@,$";$(U--7U`T(HNX7_3G;<*2P54[G9W7X_[O=/7][W>+/R8K M,Y]M0KWG]NT^_GXD$>5,24:4IT()I['7];'4&2D:P['$BN&PML!IB,]V?LMG MML,?"4Q@;PQ6T7IQ'&D!.74UR13,/2@JT=(KF>,:0Z@+BW#?7OSIO_YQLHS* MT??B-LZIM(X0B8WSBF*T/<&5@([H'E81G-@&*-?M>>NTC8L-M_,_$+"40$@* M/0#2:DQ-E)[:4&`F-_&@P*XL17!8J^BTQ&IWL]<_7\U\ASX98#16.1&4$VZI MP-@C4F_LQF87PKZ\2\N-'5O`*^=<=[+X.^W,\%Z(!1EG"%')`$04$UJ!:J5793ZP*[ MQ0R&!1O"J@OGXT6Z_9GU&P^^$YSU2!'H!0/.(`>U1G6*6OHADQ=EB0?#17!C MTY!D[(.O.'W3_EV]D8#3*O?R#P5'0.H!3"!CW%DL1;0GZHAC=/!SCY#!;?,[ MN/FU#E->H;Y*`NQT,;F/*)\JT;?_^4"PI!9)J"U3,CKJ@&SSU9@"V4&)6U3B M,$XES]5^(A;^^));E4[XQK3@<,MD\%CB7$ MCC@B`)!8.\NWN5I:D]R#BP+57`9N^Y#/HEL7V/]].IO^>/IQ$OT7SP7!/#,: MQ(TTNJ$<&^=0??HF;'9)V5+QOQ2]>7.TZX0'[GZ=QP.[SP4H.-688^A2RJ;3 MG),ZLQ9'BWT\Z1&-\,`5M'O)`\,)\E]#MP)\Q8XR-@_9&^_/J*IZ_<<#-X0Q M0J4F`'+M(DRV5FM<\-SLXA+CL+T;@9W#U1^#7\RT@;FX!4:U&)UV0KSB0/HZ M2/M.3THVP9+]\_Y\]TM/9I.OTU4JMK?[E^>^#N<< MKEPU0/#"426,,5'P4^57+&!]0$X$&L'5X`*XMA>LBC8.?GM*YLZS)ENJI]7W M^2+5IVS#5C@T5F#6*"T5C)K0X^@/4PAL14^`LN\U%VC)%K=C=P=;3FY#[I0W M4_TT22>UJ97US[OI8S*X_'SQ;KE\2IE"A_(?6APR@.BU$.4Q-IP!+;0PHO;6 M`(6=52\=)9\7AMZ0=OV=U?XMOGNL-F!;0P9BE=;*$>,4L1!*YE$=`Y'D+Y7& M6[X.N!*]+E7!LIKZ[YNJV:F6\MWCX]HY;UH''!LK&.RY81P##3!VFBN@:U^? M^FP#?XB)P85M_@W"UB5G/\_VXV21RA;"44)L,03RI39 M1LF4S+4KAIB77!C+7@54T>;U)O-UZ7Y%:9PNDZ&TT3!MV-6'Q@H((FSJ)ZF\X?/\U4JHK]:3&?+Z?WO M=X]/1XNJ=S!\4`8`+Y!%BC!$203!;L.]#F4WPQYB!G?QTM(DE,6$H'Z;SWY& M&VZRR3E=KE>V^_=4"/^W^>J_)ZMM$ZEKHU(Y8T;PI7.&(6:+YI_0<[$-H]DXD(*NBG>M3[T/DA'`(NBUOR.QP MP"!3\`?O=[-G?;P^^ZV5\3\GTV_?$PDW MQ;W6?[1WJXF_FRY:,_*:GF.0CD(C==P+/538>K.37\@IS3WB@K=@]!CP[O*8 M['E!OZ_WI6-"U,(HP45^0AQ:IRSD(*45ZSJV;XG(C5;`6ZRZ#,2*L>O,W?)[ M5*"3Z<_G3K?//MZ'KSN7R(^E+C.`Z%EEHH*F7\GZTO]6EILWV;6Q2Z M#,2*X?IMCN&GR=UCLB;;X_U+Q@H*$(T9:FL3T^\=-G-BVYAZI)P MZ]*,V:G.];?YW>/&+FO:BMD[2(`".H"DMAYQ";#6FM=$DFAPF>$\L8IIRQH!C1A!-Z\@_BLCFLOW%,>\BZA\5Z,1>#UH; M&_B70^E1^WWNU=;GWF:=S+_&/WV^6WR;;-[]Q^-J^B/ZVX]_5K;Q%3[/;,] M-J$0-S4=?3N*##]9%W_X M>EX9S0.:JY%O!\&U$M12!;U!J5\9<#MYFSQ7VZ!;?+U/G-KQN%\4$_OXM+C_ M'A]?%RH[_UIG6T,%ZDG4GT@IQXDUV@,.ZH1.@GPV(]_"VP7!EK,%GSFE\R]M M7O'%H+"RQ$"E&"5682;LMC,L1B`W"0/=XKW=HU.T&6ZGR_OYTVRM:S:MJ#Y& M=3*I")*BTFT8VV<,&Y`C0FNJ-8$<(4N\TMM^,`3+7!FX!7L+A;"C\_^#DE__ M_[2.!F,!YPT8M&8:IO1'J`BWVBF#M\X]$[EW@M`MS%L<>)VHA'7SZ*BR)@_V M:5&?Z6[4VL%5'2W'EO?%@)W!1"(CH7=40I5*C=95]I'+S5]`M^AM]^AD[-$? M%_/[R>1AF11%94)]^!KI\V,^>_9E(YXO9WB`$Z_Y7.`.$^PM<4`)R)`3'-0] M-;T5-I<-;W'7CJ'9X<'__(]=5.+L_]C\_/K7Y_??$#G.^M_OYS\VN+R=F/F> M"+9\M\W$WG<,\[9FIYVLHMNP?#GMR:_5)*[_X=_:W?>37?8X7SXM-J2OT?\T M>8PFV4/*&5^NP?^R`_Y2?8D+N+L_5F3EN@\'G*Y`1;,/(^89\)1!+S`P1$,H M'$(GS?GS[,'G(ICS`T4P=P+\Z[_MA?-^-?TY7?VY+H9YR`QL>IR03`>$/*9> M4$@5(2+^XYD\D+,1-?SNBH_FY<#5A;VW[0IQO$'"B^<"((A(0*7!F&C)+576 M5NO@%&0WW"B'[7K&?]X<]8LX2,KH2G+-`5).$Q2)J47""PNI1%9%,T+6V!@/ M:X?-PJ./PX5VGJ7ZC M-)039=Z?TT3AS<,!>*&9B;2"Q"BI(!"65"NR6.6FXA;$;V49?5=#T)GE]^7T MF=&7UY)Y,K=*??NVF'R+)'A9$Z4^4SEE'_8RJ8`,B/K`&J&4TI@X(&F-D-!< MC4CW7\&>^TS)(>!5A"^5G:VX/8Z55]Y"!(EC2$=^ M\;5M)B-,PU\Z<7HG$1>5LO5W>QA.OOVBC!UMQ(SGZT#=D]WCZF2I'CEU,(F@)& MM24,0F4%P%HI M*%1U,`6"W#:X%^>X%UT$9)RRVS1S#%NX7UXX+U.X+YQC@)!R2K%,M4N=`UY+ M5N,G+:TH9 MK#`@G.:FF9Q__T%NQ'.VCN,]?+Y):>D\,`HY?(IL6Z9^O62"@6@9MTV:KM%: MJ)GS@-?((>-SI7=,+>-&)K9M\,6P)?JEU5&`31PH\](@H^,NRH4C1"M9)P=: MAG*SA,XOPG?3J;U:OA[B)7[GXCT3^RC1G+XB5:^LIQP9&CP,2YK'ELC[&]PQF-W+)S'^Z2>U0 M66/8`CWF-`I`@8%8:>,$HU9J88C9XJBS;V%FYDK=1'SP/-)#W8_=;B:WHAYO MBS$0S)B0F&LFM=7>0"4=<,)Q9`PC[F0:^28^UU M="T9DXY4U)489[?,*._(KRLV;+CU=R.X%6W"O%UH>[[_H;$"1Y%\@,7_>BH, M9MQ#5='3<==9D9+B,S(;8LOVI"0+T($)R"OKIVJ-=JBJ:,<4J4,H]`*:9B%%GJ%>4U)[G-# M/&,JQ5ZFJ%R%8Q$2<;`:RCD)EHTIGN9F$00P3'(EL:7.""BCUF<;#&S"WOWC*=:R%'UTB7,1$G=B_3MY?&KVX'[]:[I8?Z$+)^;DV($@Z+#6GAG$J<;<(EVK:89P M;BV#W'3PFV3U!^XHA*FG<[>KYA4``]0S[#5Q0B(GO&&BPBFR4NZ5J3%E=0]4 M!!N$?0CBV6^$B"'M!="&:P@-,P)'I[/>[@C-/5>XN!=ZX;DF98K2M7`.3#P* MCP]A8;Q$7.MH0F!OF?725[3'(+\1R=@2JHN7I091+KK^<';^&3HE;=W.)F!+ M(=`4$8:U@]0B0%&%"0]+-+9Y^ZM*;.G<*04ND M&<$6>2^0<$!;6E.?J>Q$"'C+A&A;HEJ">!P"UI,_=MW$@J6,>(@D)I12Z0RP MNCY!$`RDD\0S!BC#QN$Z M-@,AR=:C%Q=!_&N*[A"98!R:]D`/GUZ5[($Y!:B%\@1&$TA&)D,86UP?05-J MLV^HW]).^M>OS6`^!)E\-AU2][K6_<@W8Z5#9N%MJDGEI%*(2XYT[:X3F9MA M`L]/,1E"M=\RI>A:-`W<$KD&J:]U\!@I8$4\1_1XTVGRT!K>+IZYFMJ14S6)(#HF0"' M&K'O\MC[R69KWMN!/7'9AEF7RZFY<*7B>Z_GG%'[[N5QV[MQ35_6KZ<[KZ\Z0< M-/?Q(&PD#E2B<:.0L8:ZBF$>BL\ZGHV/WWC#JBZMWY7AW45D[?3L#!6\Q M`E@S0I"1DC!@D:DH2;3*K3A58*9+0=S>&5['.?^H#7..=.Y&&E(4HC:=S]ZW M6QXQ(.0T1HAQKIQV/M'.5^0RW//QE.'HT7;I'[@>=O@W/N8K`RVNA^J?\V"BRHR0I=\>E=N\E*1/HQ.3@R%D^'\PF8>X$87N7MO.;9PYJ&03(5'XK9;3F['TR'Q3)M M"S_&B[O[P>R?8C$LHV9-L_]>69"#;"=2B]\.4B`HO31&6:U95.V$R%K@#NRP*HO9]_%P3=XV99GM,\W_2,#0&RV44S[5^I60(86` M8U21B)RX.UQ/<8N>N$@[DU5W89RZ,`E$R3B0UF(!!<"44PE5 MJL$E''08"GC0,7"1>-`*R1U%@5;?"M`(YN/Y@E,#N4<.,TXJ-A',WV(_)^.I MQ=A/CLBZ.!6NB/D:/Z=^CO>U=?KEN4"X`%XS)R252FLBA445'2HR]?5#KP<8 M*)N30"_R8'<6:GRF;#I*ZO;CX+ZP9-SP4.GM*1,"N,\E1PS`2JN M8D^S[UOT!]=GHJFQXIR-"2'C%//I^;#U=W78^K`Z;)GJL/6AV'%/X:3Q@0B@ MI+/04(ZI=\B;9U*H;%TI`/YARK)!Z+BW>+8FM3SU:_%R##6,:3OK4* M*Z9`ZI][:,FI7ST:>1W6'TXZ_CT?%=/0YGCK; MN(]U[+<#!9I8@4S)6Y96`IC[1`DFSV]I>]\K)P&M3][!:DFRO[W_LH[FU MBU8'/QJ$MM9JK:36CD)/L:*ZXK#0-#<"?.5:IZ&UTP>1OEKU\[_E)+YF,EX\ M7D(!_?KU8**A:Q!'*O*=(>*QT;CBN33^"I)3>[R,>B7;5[>>/H_G__A9D2Z1 M%1&%BRY7T[9O!T@PB)L7TI9PQK$0TJN*W\:HW&K7/9VQ]6%;E&GW\[5V'O^G:LHV%Y MZNWK+N5WN<-(-ID'[Y07M*8F5MWUM>"4X81(34!B$ML)(J\K7AJM%18MQ6$T+`93=9NBIHG2_.LA'VY^(! M'<;#TR,!0$`M8P)%4EQ<)HPH6DU(@&Q'7X\BO+W$0Q[[<_&`#^,!UQ.*A+!H M1A!!/$D)%E2M)^0$A"0WXM^C4&4O\9#'_EP\D,-X>'HD($BHX/$-S!,%(A%. M^6I"4K#<&Z$]"K?U$@]Y[']UUO6^?-IV/QB@M)H[*S`FPF,5A6%9Q5EA>:Z# MIH^*[^H.H\W)-2>G?.N\7_J@MTRR_%',GJ9[/][FZFWT_<$AR!QA2%OGE4)( M08HK5F"7WQB\AQ"_,);*RXNO4R3__?#0*I)_>W\06BM,N330:>R-4-J+BA5( MT-Q3:Q\WZVM`\GGB>PV9/5VV^WW9]#7R$3'$M:>IJ[+`BM+:*J0LN]79M1_2 M\I=#7T39ZSL,+VD\LI,'.K1XNIU-B(ZP,Y^QZE&?:YX76 M.P&_AL5UV0Z=()X*#4!.>D.<,`!86/.3J^R\HN-KLLKU@ID6B[?ETIT@7]G" MZ'MS3H.]5XACK:UAV#J)2<5[QD5N(M(KZG)[#0NI01&WE;E<7[28W]S:8C;^ M'H=_+]Y-YXO9=M,U73T M/\7H6^I[L*[B/B[FSZF?QZ0OY[\U>"\4;C;]/5LX?REMO[:&#>.18/ M/`A'YD)OO2*@XC*3Y)IREKO`8ME3P75A2[R00+BDVB!MTOTI+)DG`E?44:ER2_OW M$''GBO<@6K(XV@5>JCE&VW'^-.UG/;`S-^J$T8$BPS'6EE`GC??,:U#5@HS1XP@J9B5@$`\VQ4.@ROJU]DX M9,YG9Q<0V:;,#UA%NX8$&W=E0J%C#/M4908+6'-*^_S&[/T#2P_MHH:D@6P][7E"/@575MK M0I9EVPSN8G]9S?QIOFH^+_;4ZCXT)#B.D+94<:EAM`(XY$A7U%FGGKI?,M%00[8`OM&Q:,%)HAQU4D$@'JN06UM6,.TT`KSBLKXXQ6U0VE&V#L1=#9O MNT#09N'":L('-=_N08%'ZI"A0&/%753Q1CA9&Y44T*[0T\7^U8RHRY9XVP5Z M?#DKXL;K?@[O4M@[_C%%N`_B9]^P@)D!6!$=S4(*)/!`:5*[Q/);H/?0>FH% M/PWRMEL-]MQO\_T1ERGWC@O.*:&PVU#G2^: M;B&XT?'U^9>K0\A12-P]/$3F>+I"&=22Z+I=B MN)S-$HG3T<=R.JO^J`?S\?SHI-YSOY$*2"%LG!`0(`&DYL28BH=2BRL*T':" MM%TYO!W+J0NC>TU29-9#.8]$W.K'#\7BKARM(DM?[P;3+X-)4766B";>ZL'Q M^HR\&GL@?M/(^P.EDF(5>9<"[S(>J"%S%=\(.-SGX/7@^P)8*R\OL7XC?37R MN3%R*VC_[1LAGI4$899$FTEC2#BB`E3\0]Y<416GCO'6&-K/DUA&.H^YB_;E MU]E@5'PJ9XO!9&_VSO:'`[1$.Q(/WLA+0Q5*U4>J24;+^8H,A0L(MFR8_:\U M+<,CSD@\>E&N&5&1.`AKAED(KJ!_;'^T=8.">*TY&,YI)@P00@+K`?!>&511 M28GL+%S0;13]''&?DH5Q&GLDHS''W&]?[/L6]0]U'FMP*VX7HJT M$XOP%!J.<.@RSVV]-`"Z!O8?K='.Q%@A@?F M2[)M[@;CS^5@]&/P&)56_/,X+OOYIUGQ,!B/AJGMX6`ZFI>WBQ]1%'M=-)EO MBPH14^<$=<1SS[3#VB>%J(A.5_C%%=4J:!T(9=?2R`9=-2^K/PQF_Q21^&]? MBMGW\;"8F_+]8G<:\:FO"-`;)85E5$$/A>4`.%XQ#T=;[(HLV<[AU8H(CM?2 M\V+X7]_*[_\]*L9K!1U_^%TOQU^%]\6WP<1%%BP>=UBB6YX*0$(=MWGAL.1: M$(T8KV?-K,EM*M;G/.+.S<7S^=X\6M93V6F6_?Y(((A(3#W7V$B3ZLP06-.< M4@-?O_XZ2TIE(VS+4#1J,M'+^7A:S-->N%>A;'LT.*R0UE$-4A;1K`V.1_7: MR0.[\\.V*]<\F92-\NY7X?9?X3;"MUYHT',B'_]9//OL#X;7?G\X8"R2Z(HZ M;]$5I06<(]J]*,GF9LZ1L)B.R]G'.#Y@IP"RPPA`#O(C[J*QY`YBYHL2[\Z59ML_@L[&RGL+7N_'L1)!L&QB$ M9()Y9[&R4C#G)7&VGCP25W6+JC5T-,#92R4*S?^*+'A?SN?UO=C/Q63M+KD; M/V2D$!U^80"4$(PPYP1Q";G5PC];=AZTWPKCC[*#.A!1%^#=,M-C:P6_'!.` MQL1:Q])-28&D)'$+KQ>GRJ[9V4NEV"X`MA<3/IOEG60A5:OS:=*'TX^V#@@2 M&,"-<-AJRB'Q0JN:,N.SW>T]!%,#TMUU,><NA7&<1I)8&:2KN9VJ!MC\YZ,"H@#A) M+2)PJOK(MWG:QK=Q4TST$G?T#@D82<,@@$HAQ MJ"#CN%;.U+G6L?-HJ91MG8!F"_%)+[SVU_%-$YXLDKJO!]/QZD00CK- M/TW_<-GND]X3K!"28(>LUH111Z1EIMZA/;VBA/%VX-4FM[M`W?MR^BWR_CYY MR].ED`,F]K;'`Y)"0>,))DYY@WBT$UU%%;#L8-/''1@2_(^`Q99:3GW4ZES8>L$8=D4U%436[T M.X$S9Z(LB.:IQ2)05D)9+S\B7G%=DG)=9_[Y0?#0MV7R^G^$GW; MAP0G/?=.*0Z]@I`)JPFO';:2=1;-[+2)2K>XV)LXEBV*TS/YQ]/OQ7RQAMGZ MY]\!MO[M1MSW8[F^"K@37P=&!`H$31>DG`7&)G4$?*V&C&6Y=15ZZ'*X++B: ME4,7FY@:#I?WRTGJWKGN8U7>1Y'>Q2/N*M\@';!3FH%9/Y3J#:Q*2\S?33\6 MBRH)P4W7P<\].V(GWP_4>^BQL`(`JU,_"4E5Q7>[-([QY,9KPM.(",\!19 MFNJ`,RDCRVL_/*:YO22O]([,^2AM7T;=[IQK4^GF=K7ECQ)OCMHT7PX+V&DJ M!::8I=-K\J#@VMJR$NF[WTY6XS_78GWYK9>)B:5F-AG ML>X9%EB*/SJK!;-:6LP$Y;ZB$AN6:VA>:5)2`X9F<\+HRF6T2OXK1M$DOA\O M5AMT423VK1P2\_DR50$ZA,&3WA.L04[$_R"B->/8TV@T5WP0#N5F+IT38%_DP,VMB:P:)]?8JHO4A\'/\?WR7I>S6?DCK;'!0_R;O9W`3GE- MX$)#HP2!T3+Q4@'(91U)5]3G;IU7ZIH_'Z,M"J<+B#Y-]7.1XFPI\WFP6,[B M5*,66%=!77=D'VXTD9S#/5C->E]00C+-!08(XE11E4%9Q^6\L;F)$A"\H78[ M:KL04T:8?.7E^B6-<;NS9^>S@6`?3V6$(B\Y,?%LAG%MK`"@JRB(FG`/W,$F MD[L0\Q8%V8.8<\60@9B_(R&G[3)[1@1F#.<$:$@1,U8:KUE]X4,9DWW'X2WJ ML`4US0FB"Q/\U]D>LT$=.3(PIRPE#F%%XC_&*P=@[2RT.CM)]"V(L,.L;E8@ MG7AO$[O>W3]$]B7GBKD;S+[MQ=SV`<$Q0:U/C7*I<5Y0Z75];00QFZT53XX2 M_#G>L48DD9/+7%%?WJZF4$Y?$+Y=7.?_W^']MZV@O-B4*>*APM8PH>WCGHA/4_7X[\*+2ZN36ZGX**_MP!Z7%[+:GIS;BQ6(PGESFV'0S^S:8/LW0E--Y.1F/U@B@O85\>L4ZE*KE) M)9Z:FB>48M.V9F0Q(TM9_GX`2:276`LA;E+NP[U)*20(G#X`NM&-;D(/GM5W MM*%6'5TO@_MVQ!QTVAL+BYWNI?'XKE?;FY6G1U/YE_F,F_9AN_:0DWRX[!'S(X,L1[GAV^&98X?_C>C?QN">U7&%6R7"W[O2T$S MHA!SQGNG'&`.`*YKXP?*7*]7\^4A]>8"C<761=#+L>9T/ET6[Z???S],>F,4 M?Q4_EU<_BMGWXD,Y7][O34IV4L,!:\ZH$IPR$BXQW0ASF9P;&<*'R*C+H*9]E<*+^:_!PHNK_^?J/H_3UO!0*` MU$P1JC"74'C@%%F'"4GIC><'->;>QGE,C-J^UP*!RFEHN<-((,T,HD94(X4\ M_WKT^&9Y*_)^L[Y;*]#V,#G5S2LI9,P[[XBW MBL;_<4J8](H:`)51!Z,LCSK(?X;HKMBNMQX+Q!B.`7,86)-J"VC*9-4Y"BXI MYJ`5$96M0=F'_E9W4:V6]V7*S7-4D=?7+P2LH@7EI&"6>.D9IY2Y:F1,X@NH MMWF:0'@.`P_CBS,^OLKP1'`(+%$<0@TD-)I6H\NVN`75$SJ5/$>9$L6 MHAG.W_C-3P-03JER8`8 M5YIAK32FW@D41^FK`0MU>*,\9PHUE7DY".:MD2P:CM/UG9QB^:,HYO$M,IG? M1-N4;/JU#=9KA`$W1FNH,01(4USO]`[EADB.B!2M*#@MX==70J3K\FZ>\NC$SNIB M'E?"Y>/5_63YKW(UNTFQ5M?+3163Z?JY)O`%U"4_G11O)$#J'.E>U>OB\=-D>G.,5KUY,AA!^#KO-*6"2QT!]*`: M"W'X`J[.M\Z:TR#L@P[/JX/4O?UIUKF8\H?*UUHK2(9S\;V4TJ>#[]NEH6-VZR2)F6'^L4RU]67Q^G-]/)8G_Q MH.,;"80[1&W\#SAH)*;&&%@C0&CN@>"((LHZV+`Z0KRY%)Q"3Q5$NIYT\C8G7!&H13%Y+&RQ^;.YYVOF( MXJCZLNE:`7A`HC6G5#!6>(@I4#Q.(FF`E+S6,(VTZ/PCF/HB3T,H>[E9&_6] MZ>WT>K*^PC>_*][-=W3^W>/G2/5R/ODZ^_4IKKWK^*IMJ;[-*U&N-]NG]]"L MHR\&B3S52G**N/?""JP]J[%5-'>-.[X$U,L2*%?GP]9Q2&3`1?'=/*XMQ>/R MX_P9KMM(P>8+YK[6@A8(8:0D,3C.?XI\`F6+"2(F-QQT3#6?^EI-6\1Y;-Q3 MU]>+5;'O_#6CM(A9_,\J?I9T< M,C%>!Y&+B`N&`;(,$J,LX%#H=;"H8DHP/U`^\-_P_\1UURVJT<;S9F\EXYG.K,C]T5'4*N(,_;16MSU'`B^_KVL3K[6\R MBR9"RE=[G4IKSN\.)^5I[R/1O`8D.=6%4X8;1IG"J$(0$Y>['H[("=TW7?N2 MQ7C97!\F^W)AR]77Y>UJ%O\MV;SMLWK?QZ):B10R3%F,/%&&:&]9C2@X7.MD M_)[S4;*[19EDQ`G^UN>MD;'M[ZZ8P4.O!2\)H]P(`+UR!+BD*E4=MT:H\W>: M=T2F#M`=9/%[-X\T7Z[OWC99QIZ]%J3'B#IA@;>>.2HP]KP:I0$\]SQA1.[Q MOA>D?'2'L3]2EM)&ID9Z(7!L'(/(4N6E@@)8#7!ML.'LW.PC\GKW;E5DX#H2 ME6&UB:0`MF!BV+73FX#L*8 M1B%C1[P=K+?$:(45]C#^+>5'M;4VP$5N\KGQ>;?[IM3)6`_"K[^*1FZ#^'A@ MT*2[!<1#'R>0,$JJ&C$I17:6Z^:>YXM9CIK#VC-9GOGYFGF;WG@Q6*B%(M!Y M!B'!@@"A9#U297/-O1&>KG;L;3H=W.%H](^RO/DQG=3%GJL*:S78.EY=D'T<]CO3N+'4;1K#_GAF/AI47XK%LM?GV:3^3(. MQ/UO-?V6CDX:\W!G2X$AR##W5@(B%/=&$69J35.S[F\U7C0+V\)].`XV.`![ M_5:`S(NH;%@%XV"1T-ZF%&F;,7J=?0)_O#OGHKF5@_%P/&I,H8"$H)9)@I&* MUJ_6C&%1CA-?CRS0`1)Y0PC;G1 M`%.E)";U8@MI?P5%.N=0+U%D)Z';0S#HYJ^ZN"T71=R!OT_3,:PO%R_B12\I M)C3.7H<](UAQ%S&WR,'-`;--U0+,0#&AFQZG*+!TK=^4\^5TOIK.[[8!8N7\ M<2.BYV*)?WE<3J\/XI#5:L#I1BX5PF."1%3_A2.RPLD9?HGY\$YARYO9//I` MOK]$,(U<T>T"XYMXT&;7U:G+$`$`H!K8>&U%(QY@+2RXR,FWG`CY2:'Z;S M=3:YZM;&^MCC>2O)\EQN2Z\>%QC38R\"(4(S3:")(D]:A)#;\^HH`PMP]Y;B M*!2T'LG?DZ1Z4/;^"`6/0*3B(B515-D=-<1"9$0T[RV&T6QKGJZ\G7&:U2)1 MWA=QLDUFL>?;>(C#-Z0/O!F<$S:.61B%M?3>.`]E-5ZNY1]R[>=HJ9==HMO' MCK?M\;I82ER*WD>!YO!I__L!&1J53H.EP-(S2;14MAJW`B#7XW)F*M:)K&H5 MXQZYM57W#!1(``11$!#F(?`.4U:/U.C^TOL-JOV>R*-VP.WSG'N[/S>GTW$- M!`5]RB7-/1;(6Z*,%O4V+YFXH,L+7="J$Y#[I->+C3J?9,CJ;;JOZKH/L=^3+NJP#9\,8C^8W3+<'()+*0KY)+J<]I(H-%%'P6AX[1.%^ M7L]6-]/YW29Q8\IH&V63,L!?E>[GY&$Z7S_^N5BN%O/'S^5LYC<9:O:`U?6G M@P3:$X8@]E9H):'4ID:<,_*'Q"8[+F8>>B4@C!GSBC"& M/3?IEKW#58>E`[G*36,^?5NGDXZFS6+9*:O&PX"R$PD-FL!SDP,\I4%:S5)J MK^0A_A3ENM@D"X_/?BH?UR6C,])O-VH^0$*T8A#P%$+DJ+;D:86PE%[0':W1 M,7I`.8Z._=M3Y^[XO_,#03,-(9'&2.`BAI1+S"KD/!<7Y':ZC!G0EB0'G`-5 M%8B7`_M2+)>S8AT7E"K;QN>3#+:%30\5OVKQ.P$!&;4I8RC$5$CE'<2\PA$1 MGALNDGU5Y.^),81<1S<_MD>MF_E__>MJ,9D_SM82:VMF[/Y"H)QQBJ!F`ABD M.0..T7IM`;Y[[]_?PE-@9"R$S'+L*.\RSTSR/ MT$%Y;M.@8U&.;E-HS6QNU'R(*N^?9M-KU/=^Q3[L%K&G]Y/'Z8;FF7,B5.^ M%B)P3BAAJ9.2(1$!U;4UAJG,O81RO#OX[RDR&NF.X``?.RA,W.0H7YOHGU:+;^7CI5VLTI(0 MXE-.5B^5]-)(9&'\35@AI'<'O:[=C+,62-WU)):74T0M7POTQ<-[\&BA]>"5 M]G$684\I%09Z[+"H<#,0Y<;BG9FW^FCVE$-+H`\-\)A1O1WBNO>H^)1F`V86 M>\218IS;%%O@3(T2D]F;Z`B]A4/QM"7H,Q2N8WKW=+MH9R&1ILT$HXG4S%AC MH!10,RJ-KP8F<(^7U<^*4SU`/99%KBHQ?%K.[):_%&1RGRB#@"`<`PN`)FR# MI>0.X.[SJ9TE;<WN5N MY&=VF:U+]K:)_UCX&G\T4;+3O8ENFC44E.'("*ZXTRT6V?AN2OBCR=;-Z^;"TH:19R,AA_50#(E((4U*HB!/^,F7-<4 M/`'RCJR9=P_?XL`_WKXO[B;7Z0#OPV299'""9;.KR91NUA$7K;9U@39!`&:^ M&K"`V<4TFE^..RN.]0Q[1SQ+2<`^SI_2?IW`K]=-!:*5EK%'B@,L.?#`N7HB M$2%T;U?G+I)7)\(]E@UTG=MH:"Y- M[O%U\TI!9\7"'C%O;65KM'8%C;1T*9Q..,HL@9A`4G4R=CTW4SAL[M@8-A-E M:\M30T1[<)->I1"!2_%?2@V%U9#+=-6`]64 M:$H=MS"ND;'7A)L*(RYQ+D//S&-Y.D.[1KY?=AYW9M&8GLV;#?\S+R;I].R2]3;"ZIMN/!EMA2`L19"9:TP0'I"E6?UCF`XP'^& MT[$IJ?I!NRM+\7VZA!&5AX?IYMPB\C]Y`A(2J\GLX]?9].[E[81>+E7R]C]M_]MR/#UW,EK,2,N&LW4 M,>J59![!;>5'JJ!A!V-?CMII?P>V=GX^HT1:L7=LL,6J`0G+LD]91S\_CY9DV0.N?1@(R1_UHLOZUU^3-#N3@5[]_$O]G.YS\1S? M2$#<24*%E000:@GB1H(*`:-!KG=Q1,SJBA)E3YCWS[IMQVWY,)GNRS6PYZW@ M"$2:1CLG;:V44QC!K">NY9>T8G4@^+W<.@7H#(MR6Q1M?K=9FC\4#U_?+'"^ M\]F@D;)1N0+2;['[T7,@45-DNGCDB7RT?R]7BNE8)]PO] M[:>#Y4*G.MD(J=AA9A50]4I*>+91,<*#^=;%W@JB&8(_:I^,]D?Q;ED\[(JB M:]9(2+74*8(.`L`(\Q3`!,MF4$H2SXCVIB[I4?:( M_8A8^&Y^]:/\=S%Y,Y`XNZU`XI;.A4=,:^FH3\$_HL*#6_(GK82]<3$;_G'1 M,7ZU:(^0=6N!INAJ+*2WC#%*TP5E7&&"-+B`J[NCI&2N`$9%2A]5V-8X63<6 M&'5>,6^)YY`[!A1^4J@MRCZQ&I'C>HR4S,5_7(RWRS:.5[+:"L!!Y*;7E3F"@ MH]%(2(4'@-EENT=TX79\?,R&?T1T/)V$@0CHC982(FH0\Y@36OOK!"3=9TWM M_#;(^*C7$/0^"/=F*,%ZU?ZK^+F\^E',OABN[<]TJXSW(=EWI<42G>3-(8LSCV]GA)9(LH5AEH93065 MD-3G5EP?OD,T_ANYHV!;-N+#\NSJ?KK(IUG]=L!8X>3-4X`9X@#_/WE7V]S& MC:3_T1W>7SXVWO92%5L^)[FO*$8:V;WC'DVM96".$E!4"4>-]X MUY4QQ>5:?\[;C>X1?TN603XWGT.T;S\0O=2:2.V,I1@9#SJMM\W,37D26_QS M7EOT`OJ;T>U4=L5<;-`A8[#6#+Q$BD)SQ@FHN!(2/OW"X1)\&EU@_.;Q$D*"8B$+Y+9+\D6X M#2'[#Y-_\E5)J_2_:1>E`6XP-5H!<1(C0;#:S,/;XKN$LY70^FU/DPG^>9YWVQQ6`XHG[!$0 MK%7Y'-4_:B.D5<('99D.WA+&R6;>^1;LSS.@E159V++:Z:VR+@NUF3]7\ MR_/"/BZ6]7TU_S"93=;3^=>\?GPXR(CC.D>@FA,EA*/*:J:<]9)M)J%=<4*F M$6U,_1.D%Z@+^+*J,S-;B6)R9QX7TUFU6'R8)%QF+6'91_2,02>SS0'GR@GA M,77)C&N0H7`!D1[],Z5[G`>Q7N;U0S5?/O_V^.=?U?7R]_IJ#D^3Z5TVY$(] M__858INQ?.JWHI4\&*H"&$E00)QIV>`ATS^^?]X-93KW#/WHJ-B:GZ3@:]$9 M03E-ZU`)AHSTAO@&_:S2+\BBZH\OYS"S2`[#W";?/SPFL?A_/TX?CCK6[>D1 M+7BCM`]&4A<S8/ZGZKYM+[90YS#G:+D7@C&'?60 MADZ9X+;!!=%+*!+2IR3WYOLZ$^<"S6_7[Q<\AVD MR#%=HS`D&9'.@\*>8N8I$K190-Z7UN$XT$%%Z0'L(RP?FU>3J]G,UN?.+ M),5JLX!PIX@58)KL>&JM9EHC'*S8#)IS61ID\KXS<900 MHE.<"\CQ8O\LJ]FBS3;=U30&("A@JKC*CU&2IC)B>QEC3.G1Y7VGP"@A0@?H MEHO_J+/);E/9!F,<-9P$39E45&(1-D/$QI5J@A%5?!^6`&?!.X1IN793SVX^ M9ZG=O=2M.V!7[FP?#4@6=$Y>H"17+$T%X<99R$5I5P?5QY[6$3'.K)9*D)!V.F'3X!J/'E*N]*CZOI,\E"B0;@`N M=)E6\^OIY`Z^S*O5W?Y!)NQM'RVB&C1WC"J+#&-$2KH=*KZ$ZN<#D:$KC$O4 M0@Z?W-BSF_1)^Y3"KK9101`H'8%13BOG)<-L&R5AN2@U*M]YIH0BG=`!OAT< M.2'][LTA'NSO$+72)`3BD'2V":F:")!1O(3^GN_(L<`L41[9=KY?5S3H% M7\OFL;MQQ$01GK8V`8$E[09&A<:A)H4L-2A/SR/P5,W_K-\O!SJ#N(`'+XQK M;)<#[NI=32-PS94*%$(R;KS!SM$F-LJCXK@R_/,Y*#N`]_VDD5B]/GA?6220 M4\$F(6`)Q#MCO*3K+.$N7T7:UOWNN.785.'^)C?J*^3^2!!MGP)E@"EDM MTHZ6QY:&_DN:RY]II\N1!&^B`%SZ^1]KG!]0!+L[1,>QUSE1K)'@':;!^75) M9(^(,Z25XT/,[IA*VGMZ1.E]KU1)N$_6$W=6)L`1\&<$=SY]M*M M_ M!^80GAE7S:=/23A/U7:LGZ>+_VV)6#O4+7))(%`6-)(66#J64,XVLP1D+HPR MQ3+^@2^=03HL<3:GK]_3;[=&EQWJ%JD**O"TJJC4#)SAW./-+`-"@Q&G3U]/ MM^+>RZ&ST1V"0ZO(WVJQ_#Q9MA=-;N\4+::6"R$#S^%VU'IJ&MBX\L6.HC$J MGBX$7?>$[##ZY[7J;=VNOF\&A\G]\=L2[N[1$U#"#F)B47`"?(:2[.9G6#R@J).SQ'M0984HUETU3"; MUO/5\3.7%_L[_?QS+E6QK*K#N8+:.T8OJ$<(@=%":V]=8$AL!N\U*@T2'3T5 M2N17]XCLV;1(?Y8PNR&(D!,X\4.O*(AP!H1`A!H"7EL@S;"%LJ7/'D>_A71* MB'-A[80-)]+@9:"$.*F3995V46D0-E[AQBABA%Z`\[)3<1VD0!&D'AFH!:+T@0\(UK[0\F^$-*S9?^Q?EK][GI'RA4Y3K,1 M#O2/%BQRUGC,T^DH&*P(H,U4*&YW!H\_RG*`G:$[@,_FRH?TA:_KJKOGJ:S+S8) M9KK<1*&W)]D_U"^Z9"B+I#:=PIIIRCU7S0D-2'%VVQ&]C.J<1'T`6Z!@OLEZ M^/+LHIZ=D)'R^SXQ$.1(4HMANG^UN^SL$>@H8[1MKJ9=W;)P8!-@%I0E*12A/+N6ZN+!`I3DLRHJ/T M4`2H^X%\"$J%R73^/Y.[Q^IET*VVT>X.D0/B'@6&J):>>B,1@T9G:W%!CMH. MI%OW`.FW9!F_JZ,_.-_5E>JO]>Q+&NY]WN_R=7*+W;"K>=18I!T1604N66+" M,Y]+8;TH%)+HS'B!.4V(\,#"-SU:ZXM=]H_=5G;AIN0\B^K$PH!\,5 M`XQ0,J9)P`F!YAQ!F2]U&HU5_J=*[V"9T-.P&^;][G5]7_V64Y]F1?=K%E<6 MS.$=X4"OF`Y81.B@+-+>"6L,WH=]WA[1':)OR)K6P\3!?E%J MQ3V3`BFGF'>4:],XR)PO9LX(-4LGTCZ.0478%IPP/M:S>A-YO![*2]Z[@Z>- MEEY1,0.,.H91P,80:P+;;KS>7-!FTY'XZKZP'?[5]Z\'BGJT](@<`78605+' MPCB+I=T^'J`8E[HG1I0%M?_0@%(TAV=*F%Q7<%\_SMJ"?G=UB8%8FJQ[0QG! MEJ>Y"MO,CG%S0:ZLL^5[D"_%D`Y/F`^3Y>-\NGQV2=L>39G7G:(DCJ8)R30W MJ?)6R%7C`.2,74!!CV%(^^53-K[,8OQQ/HT,?B<[[D):, MI1I9BI1$"H7FD@K1TKK6HW^1T36M.@1YF)>%#R^IW*YN7R?>./BH<'>7R"UA M@5F+/'%)#3OI0M@""*4F\^BO[\ZG4$>0%AR>/LVK^^GC_=4L3ZD9QIXST^[& M42`C:##44HYI\,KK[66T1#E3WF7ZYLOEWAF8!1+_=@ZK'U\=U%QU/5^5HDE] M%U_K+0S?D>#H_E$1RX0@F#C'+<9(!&B2GT@HWE)&[X\[CQ=]X5NB')J=Z^KV MQ9T,-W\]+EYR)_Y9YW=HT^4TIV/:[GK[E$?1QZ(.'#&CN;0>TD((0MGMENE% MJ7(9_7GZ3.4R!-A#O1K)B4:/M$UV-8_@&*5<4N^,8T$GVUXW*E6PX2J,#),9 MIEO+I`-`AS\M_3&;W-?SY?3_JINB M8)IY30%CYJ07-"'+-`W_+B[,97[`G MN5M(A]!+<'W]>/^XHOG5\FLU3UQ/POF:RP1F:RY?L^4P$+MNE+-[?IR=7M[Y-_#NBS07X_.@LAYX,& MT$Z#ENE4DVP+$S"8G'^L./[B)_!OCU%`PP8U;B:1G2K-NJX.&W\M?2/CVC', M6#H8G*XJ*-_.?P(_>/]S#ZK.U+7)U MNU+$-QF;HU39C]TB)M0Y))`USGBM'&AH@ML9X\6!%!?LI.\!UT',Q/41>R6I MJ]N&\6VGU4/=TIXOB`2GM`I(:J4"%\TL`W/%N94OV)7?`ZZ#^%O3A*]NO\MJ MLG8@FWH^K__.8Y\\I+\LGP_Y84_X3%I#''FL<^T)8M+Z\<@U[TZQMJ7W1/B" M??P#X'SVU>*FR*2;/*\VY(T;YJA[Q7V=H\QW6\I9#2S7+2,*RV827M'B--TC MJA?>_ZUB1^@64&1;C?C3Y*&:GZ!:3N@=J3`^`#726]8M:CYMX+.UVJ>\A/ MX*/O`^"W(M;K*W/W.$\#WUODON0ST=$$*U#I,!+<8!4HWK[K8%!Z%40NV)L_ M`,YOQ;;/58[#2:,^U_[>_Z$("=6T2UN#*)6>4JK#-O4=R&+&_01.]UZ1'H1S MU3*COIG#*W7<&MC2UC4F2Q*TU99))"@/P))RW[Y0"Z5V&/D)?.<=8SM,;.Y: MT7Z:3`_MA:^;1>&%-(P@$#ZD40<,V-: M3_,]W3\WPEF]X=@MH=/J9Y=^,C(C7T M,&)X*ZTQMMK;N99""N-/S\G>N$HT5?#PK_,*]5;M-!YN9EP)_N)C/S MG/\;%HMJ:2?+ZDL]GU:+UCH"1W\ED@"2(6#8I)6!@I#,Z@T&DOL+2-'=/SU^ M>./2%_R#O-G[<:2M"<'V]HG"2@I*!\PD,0$+XK#9S,\BH^91@);)F7"Z&56'JL+RN73/5$Z`'28!"N3.[_( MB6".J-;V;=,H*'B"@F)!&<^55#*(9C9:7E"5I.[I<2:8@U#CI`SH05+C!-<4 M2+#2:.H$;,:/A"J^2QL/&0:W>DO!'8P<)Z5'!X51VAD3`I09X:F6JIF#U'!! M)_,"N1U(CWX:;D/(_L-T=EQZ]-?M8IHO6*\X$9@;DG`QH3&1-./%+V-'*O]3 MI?=]>O0SL!N$`T4I\G'2@)XR%%P($AL*V,O-/#`MKJ`THDVB4PZ<@=W;N-9> M;7V+'7\]VBU=(EVPLE*(,66CFEFY._(+(T'G%$5N@(W&W="^*M"-KF M>-O;)R(/1E('R.FTKPOLO&/-_"0K#GP=#]$&DO\1;"M!O"#:CG*<#_O9L#\9>D'W;@<#J'B`MD/_'>K;K MYP]7*C_<*1#V!.P25_IA-E]7-*A_WXO7P MKV[_^,W/ECD-_&D$*_M@=)P#84YJ[PD%)3!VC<(EO+B$W2A3>W1-NT$@'X*, MH9Y7TR^S,]3;D5^(QB`E74B+SP9BT][LK-SN[Z&TKM4HDWYT3;=^,"ZPH?:? M1]M-J:/Z1D8$46`#UR)@AS76K+D:2>=;74B346;WZ-*BZ@/=XQ70)N'D*H_J M_'FM?U[^X7O5\_*OHX4=1-G^,7H9@F!:69M?L%GFK&@<&O[_V;NRY39V)/LO M\P$SV)>(><':[8C;UPY;W3?ZJ8*F2Q*[*5)!4AZ[OWX`4E6DKL2EP%I`RD]2 MD"P4D'D`)#(/,I5-92YDF8FC+20DBZ\72LN/QC#R(_>!C/JA>DE;" M[?MOYJO1]+FC'[].)W>CG1[N7?I.?+ZP(,C.$:CCC&;&6S<-6RDTA](#H+U0CIH@ MOS!9ZF&):Z`!]HZI;E60@*S75N<_RF4L^_2E7'P/1N,_R]%BGV%VTK,%=S!, M@7`\"7KQ7!)A=.V415ZF'NTNVPH[#T5="+X#[*B[\IGME`B@;0/K,Q!R9!TU M-%92RYRO!Z/U%7@4LT-1LO3[\"^L2=O+OY;3;Q]F-XNGY:&[M*]^&PP_@:#' M7"!!!//0";8]44N;&H7+R/'8*YK:$O0PU*$3RE<\UZE8QE("Y5*7M_-XD#Y4 MM*3-UQ1.*^^P`%(*"GU8UBVK6:)8@E0&2D;>T4'@.J".4LX`Y>H4"<7._3Y? M_;-9&BY@7;GF@W$[K[R@L$TH`Q;F25EOD+0&UDPEPE$J8 MRZQNQI[R@`E1)"+2B@AG(3IK.LH_:5]I! M@"=7GWFO(9L+4V@K_M8OY6HU74OR=!_]SC.1(A:S.9/06VF-Y)H857694Y]\ MM>4]AWC:E'@K(/&CR>(?H^E3C(%OX/QJ'SD9/">T51AGA=%"0@,P0`P&(YU5 M0W30)R]LOR(^W6JB%;#];;3X=UE517_NWW8A/1EGAYLI)(<>:2`%A"+F9@), MH6I@6+K4ZPPY597,`&*M*F$8\W)GEAQ$8<,6"D,]P_+\IL93FZ]_YKRJ\X0([#*60SB()M`:N$I"@R14NP280RC\U=1BA>L!"X62\[B^YRA4CPH9QM3]HYSI!";E!<9/7;R]=^=PF"Z*,DU`SB)QR M$F"&`*^#<1RG7J;(J=1I]A`]0R%YPG631[)5N&Z:+!Q26G#(!`A[BR<.<"TX\)S]?,.*QY(IA MB'4XP2%*2#WS`$U.J->\]NJ58*M+Z;<-I".I2U*P=:3)`O!UO4L=I@\`AEMB M3.U?@Q2G4CK1>PX6]:B05OPY[N%Q.O]9EF]?#C_9AW.XF4)K9R7@D%"&C-36 M\:U)`:E)O5:$WNN]HAZ4T!Y!V(Q6X_N_/^Y^_&QJJF,(:]14H:4EC`/M@-8( M08F]M#7/2"1?J$6_`CN=*J+-=6SQ-O;_%KO[\?:$M"8MM!PFFF":^B!MQ*5W MEG)9\]T,E:D47_0KN-*G7MI;`-=]B8'/3>^:X+!14P5$L>I*&*/0FC.K#0"U MSU/!2#Y,`]ZO\$BGBNC1A?)J'0^RV]XJ.NXO.?Q\`2V&CC,LG#.,Q4O-KE[X MF4J^W(!_A3_:E_Z`J*N6[BBB*+CY;+3XN?LC]1!3.#:'XXD-%U`1#@C$&$DF M`1.2\IK_B8Q-=>+A7V&1'M72!X"?)?CB-'\`EF_]O%"QA@-1A@JH(>50,UL[ M*,-438W!X?<>X&A!V#L0^M__V95SZ-V_-Q__^=/GYU^)+8C@O\?SAXVDM[)X M6PQ_(@;=S&T9E/,01/(V,2A\/9I,ER\[7_Y8E=&K]%_=3H%=PR8,Z',]F*TN MU=> M4.XTP9IJK+5DKAH#$"K569`A.A+T=J`Z;3.Y]:'[M.JT3A#L%(,RC,("8(BQ MOIX%UB53P#/5?U/M':Q.VTQVO6`@J3JM84$8&AKAA74F_`.#$?X\#J_Q%21' M;A4#9\AN&)K4$-5I(=&`0294F!K48$N$AI55S+$5#]61Q]:&`J=Z:5I M@^TO`9'<(Q<9.UYY86II*O3N2].>K/^32],VDWB/SKE-)U_T^_QRE$(*P90G MPA`=M@A,E*U/F`C1*[*.6]!XTW*4S82;$(CMOD*;9\119Q0Q4HNP]7NIMAX( MG!YJO69\="7=87:OT^HT-7J^@,!1+JWA"@'I$=*J0,[K=%Q54R;`,.&R"C6$YC5E/5'VR(B3U+L]%[)IG M(>MX`N[^U'(9`&^<:*&O5Q?,8D8YDXAA22&VVHO:]);*)9.=?TV"015U&=,B MSO>79+0/L_&B'"V[W07VO[8(=AQ3$(7]FRKBE/'6RMJ6"Q])V_(G[GH[?[>2J?E]\.0&<)<[H6%L52BB"6;LY MWGDG'3L>"[DFOIP7UEI`!$+20"9]P#JN9$&M2[W3G*$'HA.$G,67:R;[_/AR MRBG$(`+$:B&(M<$(!E7_">!'>:>7@YV.]+J7+]=,LGGRY;`UQA#B"5#<&&RD M4KH>`W%7%!%,T-L!OEPSN67,ES,&&./B?3[(A+`J9CY\'@>0)CGW9*;Z;ZJ] MPWRY1K++ER_GN108,04]HDPY+S"5U3B@-VS.: M2K7(,+8\E.UTOM1SXTT\_V@;+>B`*G?P'844'(<#L,2,"NZXQ@;6YRD6S(UK MWBO/PM,9C(@V-9(]HCLG`35X8V&L)I`[*HVBUBB@+:]W/2YY=;P_UD_JJPND)&*$*4.\(<$:AT+43G*@0&K-EPR-D&X`GJFB,D)ZVW2? MY'<7U$)A#4,(DO5?[D7M)N%.I3HK+Y; ME-EMOR;#Y)%I!!F54%+@ MI8.`(2*K\5'EK_I.:*OZ/SGRV$SBEQYYI);2(#U,8B8WC8"+5>J>1\OI-?&R M6M!XT\AC,^%F&7DTFF!CK0%A,==4.`VLJ8:@E+UJ_V,J/KJ2;@)`.M_S#T4C M^^U`P1'R/&P`DJE@QNS;C.^-X7V>3Z=^ MOOB_T>*$FB$-&RP0$,X#[YRW"G-CM46@5IP4J3[&C#;T7*%VU,+L0'_#(/O5 M`!K!^-73A9/:(P1(^,NT8\:%3;46L8'=&Z%R@]E9&3H4ZYK&6Z)?5J/%JF>+ MHUV$'`7DN9H8!GU?RL7WR;B,EW<;X6[GN0)+A9P,MKDCG`ABF2"B&B=6H'M" MW4O$W0Q@W?:,M73I#X.R;6"H(S,\0_Z&:Z_#2:-#,'=Q^,=\2$P5K%RK0`(ZFUV0I0LU07]D6$EH?9-5/D M/@S"_K*8+Y>?@H+'B\DZ3FX73W=?GKXN)]]^?B['9?APN?[[_90BAHD-%\9X M39R"@'@M4%C]B=(;27D@1')F\]/3G;R[I;!#]0P#Y&VUQM_+U5]&D]EO88#V MJ;R9FZ=%I##$,U^S\.!I31;$*$*5UDA38;T0E$A920<[EKJ/9U2!/1O4=J*1 M@3Q`N\7U],_XT:=PJ)R,)X^CID`]TE9!@`_3-XQ?`2IPW'JDV\I#IRZOIU=O M?W?+:[L:&8@6/UX]C1:3T;2::,TH[G]^NO#`&N6"$22=`\XA(*&HQFRU3$5A M1K7;LX'?N<)OA:&[&P+]8[*Z_[28_VN=-/8U(_'#S/T8E\OEKI=5W=TMUNO% M_N=.)NQVWY4BUEE53E((/:?$(L-]+6`!=:IOO7&!^._EXNO\.O!](;IL9;*X MV]O0F8^WE2"WQ.6/LQ8F0%KSA3>0*4H0MQX#8WVP^VDE""G2:[5D5'4^"TSW MHIYAK(@@J')R-POV>=#"^&>8D.LQ1B;]<^3MO(A10OMA?AN`!?%>"J8,A\3H M>GXCB9,YG1D%0K,Q1;K7SW7$.;5#018HP4WABNC@.56`.BQEIY4$O)74:'KXFDD+>MP M(-/AK4$T,P[>:J$@Q"J.;=AEG!60>,9Q[1Z$!,B^:%"/@W-)VH/)<3N@!54, MZ`>;5A5N$I&XKY%":2DEM50!XT6\1>H4W,96:&I1BXP6TZQ@V)(>LH@9N(?' MZ?SGP3L>)[=1(`&(PE1H!101%EN`:H\TI.2*"B1F@<-VU/">.0-^G2.7082U MMAP#9*ROG1_(I-8CN"A62X^`[5`W62RFG09@L408S[L>4WA.'%0*V< MB^A^W7B!.70Z[$>(,FNP4"SL3G4X7?E49\4E98K)#=IG:RE+,[5-\[3P@F'D M):0*(J\Q1TS6C#JL?'\$G2&.5QW#M6MM#!3%>XI%1;X$E3\]W]EL%L)[]7A! MN=?4,\:!@B1L-TK3^NAHH$W-^]J<>-,9!B_V:'2VMG8PVF]EG?G#XWP6$XU\ MO(W^N'5H=C+>>"VB1R[(;#Z>Q)UR?3]YY[[ROC9W[BQOZNV\'.G5EMMQEC(- M!=.6&^808,S8M<*-UMZCHUM$-W)H5!'V@"2:59;%#@*!'7.26`Z1E,JQ2A8. MT'=:,>=DA,S[D_TPF^,0Q6\`]P828K")J6HP!=5%W"`7)5TJ=R!#3':$EU;J MV#33PE#H3*]C`X7`&(8Q48D`1UYY@*KQ67Z\Z-KEH*QC_9]Q\4K08%$JR\-)*Z;;4E!7HQ62I%ZQNQ!\-=1XTSHVS83;!Y2.E%=I MB*Z$U@HM@P",X]9"'0Y)S%2>H"`3*4!JIK.+X%"<"[CNY3W,!OE&C=M&F^5; M-7(%#K(U%%KF'(8&(G2_U8="VXY=X_G3MF$AA(1QN MJJ"*28B0"9,=.^2416PK:P93O;P7L;F>A8ZCV&M5\,/`L(UR'!1"*`$CRFAE M%87.V7J<`%YW%<*V(-"H`D4F$EYHRR'$U4BWU%52% MRP!:9TA\&&RY'X_K?(MG9GS9WTP1Q@NEHEQH3,)_0%-):J6:9$0F MS0"9'6@B!XSN7-8Y`Y@[K11AQ!A"!236&!&H-/*UZ],RF$H\32T,\S[PF*Z` MG`Z[+1QR"^L5YO,MO?RW_G[UK6VX;1]JOA//A$L>=5"63J=BIK;U" M:6W&UHXLYI?DS'B??D')I)S8$D6()U/_N"8U$Y,@^NL/0*.[@9XM-OIKM&UK]=`"&$Y^U>5,1+_]@^M;3U):/N@\$+#!51`")OB:,:$N(JG4N0 M6A1C1/?$C'4D=*:DL=%_/^3K!&U_4:C]8G#&(@6CE`BBB*;2S%5++_+):6@C M]'R-;0!TIZ7!MH7KS?RA6-!>>E9\5,0)%Q].T(I%FGB(FF>&(.1I7 M=2$<4+S6WSRE(P!2$\2Q)EHX!KSR3CA>8H&QO]"]VLD,.>L(0#/L+^<(0)SZ M/1)&&.20M"`:&5R5N"`Z)4YVQ)=6C@`TT\+[.P+@B8GR"*ZE5!)B9@B%I7R> MF>2*?.-C6@2@ M&;@)EQ?5Y(0?I,?)[P8&"8Z6!;,R(F2`BV/-ER((""==A2F5'UVA.YW\?`P( M5'&;BF!Q?E5(PCBI;`1O4\/'(V354+;3^:@/>@_+]?UL\\_Y8J&S9S]!=GNB MDZ!(S_BP_#W[>^,C!+/%O[+9ZIQ+!KOI23!1PXQJ#+@6'L9M')=Z/_*G%'UL MF9NGWO4-T45< M%#X.JIUPHTQK>AP/HUO(^SV]V4"\XY+JXB0OA9Q:AO1^G\G:MZ+. M(4VAZSP-[Y_13K!\VOEP,!C2N/55DB%HB2,Z[J%*I*U'J:?4WL==XN]DX`RH M\,'BD,]'8$H49D_%;]>%V$?O)=O^[?7]*G^\NT<`H$1K5?$DQ2>,Q15!P0Y@AB!H#K"RQ,-RE7JL\PAU<)PPY*R;9#/L$ MQ^KK3NBG%_]CXIQXEZ_FV:'08N,V@I=&(L$AC7@YICU6E)0B12&[WTZ-U"5V MLJKS?I#ODDP'XX0)K01MA;`@KKZ6>T8,BC^V%$LY,H'(88>J3B%3$NZM!GVV MQ4G7NX+DSP9-8@CH8$N!`>*PM3Z:F@0Q*PR/DCV+!Z6>P*T3G2K]I!!16^A? M4#*.9=`8@X&43$N$@+85_DR8"84INUT]^]3"^TO&(9HX8#@V`CF,X^(!L2_E M\Q*3]S_W]:3_DY-QFB'^WI-QC,(FKB26(^B9L@)9AJO-$R:3#@HVUGC39)QF MX(XR&<<1"@"G2`J$M>`X"D-+$00@DPY"I/*C*W2GDXRCBAP3S[E6T&C(B_LA M6653`CRA\VU#V4[GHS[LA5^[P-HOKO+"[7_]5[;XD7W*EYO[M#O`3FHY4"&9 M@(PY3.*P1W&C12JL-/.3O@?]+.Z+`-7U7WE[5'UN,"BJL46< M"D0DE$(P+5R)C/.V^QJ+E\G0-/C'2LSX_6/AJ=0F@Y<:8LP09*`XI2HQIY4R M@.?]A>`OD)P)"A@I/7W^V"R-Y*06@Y0(..X!@Y0CHIBFIAJZEB:3"]4U8#"RRQ)HY=!U#E;:>S;YJB7L*U/!,P4*>JF\J*F*?%*8%SY,["%)I&]S>]HO"SV MMJ60H3+CJCJGO\VS5>S$_=/+@J=J4_W^LE+?D&%4<\J=(]H1[S0ANVL]G;&. MRUH?Q$DNY,[KU1Y*@>OOXR%BR(P17L9]69S7(W3&ET!J9R=4=*P3>N4C5U@? MJW#56?WT>K;ZF/W(%C5)!J,-,I[T%6O M+/V4S8JQOK,.7HE0FX_0J)V@A+1646FA50AY;*#&)0[6@PE-KVT3XQ#O.H"] M5_I]6'Y_W*RW@,#:'(4C;P49!RVB@,4?0IUPBCW?>!=E9)Q-(*.T8]T?8MC9 M6`_%)Y3$I^>W@G!.6L6TQ,1:J`RB5IHKX7-_KTYD3Z-V@A0,:899$YCQY$ET'E2BD10\N0R MPLR:=KG3)GP2P$+YHBTA9204P"TV1M@ MF)#4#*T1YKBTOTBU!FN_Q#EN^QY]/CA1E.KU$D/.B)3:,&%*N2ARJ=,.ORRZ MI"/:!U.N[N-J>IVM'O:LKJ?+X9<"@'$&U5Z)*`_1P#L*JM67`9!ZZ%)<`F=: M@[6E6W?V3L>X5D;C:[9Z2K[*J;:M`!AP@$G/B86:4*6!(WO47.IQ[A'MH$;L M'^Y+;7TPL_&]4">T%I@BA%#),>`40N0YTM68!F`*E65ZH,`Y9$O20Y(S>5D4 M6E_5>(]?/A2H9G&/R:SWBLO8(^=8M:Q#`2;@+NY%97E+`"=HW2VSU=W349V_ M?"08[H!$CED6%WA),$"RFE^Q1ZD[J1%Y@_O6^!GP)NC;SY>SY M"KQ(,X*4$X(Y8]YH9ZKD.*ID:@K.R$R4/K5^'L()BO\M[LLV]R:"<%3SOSX6 M&+1&(2L!5%89*;!$=K_&J0FX;_M6_9D0)^C^P_+V,1K9=:/^U\<"\)!0CKTR MA%L6#1VLJI`XA0*_?_=KW[H_$^(DW7_+5P];%5QG-_?+?)'7K/='W@B4(N@] MAPX)2P0TC#%8;U_^0+^LS1]Y^.'@C`1715M&6:4$% MA@Y4:8/4I2X0(W*6]DV)5H#N)2WMM+2C8X\':@W0AF`G>#1^#/8.5A.@8"#5 MM!R1W[1/^K0(=6(^VB[+Q?W?XWSS5)]_=.2-0*0A7E`L&230%25X3,5W&!?* M1&;(RV1&NVB?10X__SN[W16&:<*0MU\+!E$=]\J,.2.(DP(85CGA.!')#DKP M_SQI"?,DLJR^YZLHR_&$M$./!NRPU+8XRH!+\^%A@BTL7-%"YJMTD=^U@F0UD+M4Z>%2[847DFQGT8I"_SGDY,2COU MU<`(9%(ZJ#2BE%@M*B^-M3:"E\JH"W6"=H1[BDL\7V7SN^4O^9;'_>-'7@D2 M04@-A%*P:$\19QC&98>)):"-`X@KA" M7C@7#7=A)#>E],60267;A3II.\8_87KJ/''FXY$KXOOM0"`@CF."K!?%P'4: MR/+XN;6&PM2I)Z8.4*>:^ MJ'H$'+:&,.4]I9:46$1P4B]%&=&,U"E#SBI3W`S[!!/RCVPUSV^/)*[O'P@8 M2*\X]1P:Z+TRCE)6=B9:S!,HW-FQDO(68$W6\=$4\)>/A,ALZ1RPRBBID)%4 M*UAV"(ODW)X1Z3E5`Z\4F(184FYF>1TT`@C4)&B^?C0X;B%U%D.E:.P/$]'2 M+SM(G9O`G8[I.LE;Q:ZETQQOE@INK50\I,!(X;P%@BND(8K_EB)YC"=4!K#[ MF;Q+Y+LD4ZNEXJ4O(CS84`0!B84@1@@!6'06P2U`A3YLDN:"7EA5&BJJ+P=7%/,Q`C\S6J^]0K8 MU>-=Z3HXJOOC+P6E'"I*8#HD*51QY43/.K/U M?GZ)?]V(>35M!68UC@`X*Q!4#,6=!J05'EY,X+!K1_RH95^[R`_E?=^E[9=! MC!>UD-YPM*^_9#?YW7+^WR*[LLSWC[VZ+[[Q(]ME7%Z6-]XPZ!SC<1-N'.8& M*Q!WY!!9)Z@DVM5N5Z?DC?=8>F6CZ4`(48`ACXPIL3`:3J"B3*<,.-+R\_H;U@HNUI@!:<2*4%=$!!5>+"+)C`EJ]COM0N@^UK82AV MUMU-?O"=`#QUGFFDH4%Q`^4!GG3^MYV MJOZ(2-V[0=O"^R:,EW%>=Q[&G8PK1?#IJ]R(?%GM\Z,K=*?CP/**22P`8!IJ M@+C5=(\HMC/@S;U$/^N-RU[+`7#EB9#<2(LL,8XP5BT9`NH)I$H/1)34?'-L<(RMBX%8QKSDV@D;;32C/065Y0XQFU"1GV%&V3M7>(NK MRBY`\F'9YGIR4IL!,JLPQ2SN;1BU`@K/>:4S(5+O+AMA%'E\*TD7&AIR#7F- M\,$QIU;S]7QY9Q]7\<]=\NHY2T-+7P[<&`*QP=N+H`@5D@)9&;4:ICK"3C]J M*7>C89G=S3;9[?5$!\4XU3F9$/D?6]7?QP]MBQM=4KQ<>^L9%0#%U1HB81G! M1304.\>IL/5EA:<4+X?<4&,X`((CCY2/FW508H&1G-"AI4X8*&\DTAQ)XV@#MM2+`7$ M!`[WM*C:UX=Y.L)Y.B%0'*T0;K&PT%O+*(E+`"[E)M9.X)#(T,OA^:CW&CSJ M(FQ4[(1]W)WCV,\XP``J+G_1<50]BVPBVIU/9,,[-LYB0BMQH>:*N("(T*AC M087&,-78,D8HCFB=7]QCA'-W-F'FWJNPIOM-N9*<0$R$-*&=2 M&(^D]Y)COC?O5;+5^BYB.EW/\NUBWP'%OBYGN\$4S>^7`^'(9-M&LP$"@956 M1GMD).9&:.^KA8W1[DNB_6QA3)1V+:MAJ)#'U>/#PVSU]/E;%?9X<<.@6BRV ML_G'[$>V^#"?[Z(AEQ7'B+M?2"FB10DTB)RGQ9GV[>%.);2LOTJB&QPJ)>U4 M\BF;%9V^_;S\4EP`7$3@]&P]7W]=YO]>1V(66[D/R^^/FR)HM;R9+^:[BEXU M48X6OQ*TD$QI3:`A$A$.B.>XQ#%:`Q-RX'3"KGPLFNEC(U1)IY^J__QMGJWB MM^^?MI-134CDM`:"HCY.S8H(0)&5W"J.12DY1&!"IVT&X*_VV(W)G MC.':HX9'W@K:*J^%X89@[67SUH)3 M0B\M?RE`HB!CQ%&A%,.:8D-T1TJ%8A5!37G>"\W#>W:L.4'2EK&#IW M52#$:.,UI`Q!H+"SQ!O+2MDI[>\JY^_;-..KS6RUZ=G-V#Y-$DM_-%/%0*>( M"__\XDNV>5PM/[_,JTXZ,ES36"#,(JML!,4@CZT&@)EJ+H!ZTG;>:+Q6_9HMF"7]M:`)9;+#E6D.*XZU"VN/S_&1-.[(16^BX)D\S-5$6, MC)SYXO;E<9MV./I+HT$Y)#`D6/JXR&@I+2#[[0-0$[H<9)Q4/4\?Z0F^+],Y M_GAS?UOY1!!4:P2HE\AJ):V"D-@2 M$,1A:H[YNTBRZ&R]'UA+0[GU_SG?W+_:=*Y_WG7^O$7=BG>]BMA$JJQ_SXX9 MLQU],6(=$Y1 MS[USL'*T6RI2;8K&1:%W_@.W[#M):33>@V:*&"I):>O'OI2$(P8C:ETJC;(T?7!Z3AW^<<"^:NHY<>=;JZC-G3\\)]',#BQA6"H(T`: MP5GD/4"4*R-+^:V3$PI.=L**@X>EVT2]C]5HWW-U<_/X\+@HDDF+*6*5_R>[ MV523VXLK&1*XF-AV\,9X+(WS"H.B](-%M-*']22U(.T(=\7]LK0???3+WSCR MGOM?'()(G#$/MQ"T(9HYAZCT@GB(O*.@E!VJ_[%W;=UMXTCZ'^W@?GG$=4[. MZ4FRG?391QRU0CLZ[8@>2X(O8`[NOI2ZV@'SZ62P^1CFW M17]3;)A!AQ`885`AKVA4`)$,`8Q,C;X3+-6[=/)A_;IGUK+ M./:^F'QIO0Q&U>K%\MHA.)N^L/MZY&F7'PB">X"%XI9BZ8A5'E%6@\$=Y(DD MY?\A:3:E9+9`'M8D6">[V%IB*79$AXX"MQ`S8KSESG%FN?30UDCH2()$>HKW M1<\LX.>EH;N[*Z:K3W=?9M%`N9M-)_/5[A79GB-#`E'[^:G@&"5*<8`]OKLJ^3Q7VQBCC]3S&[_UYY(J.M/;DO7AQS MF\EZHG70UP\%S*`UD`'%JGQP1&N#4`T.50JGWI*`]T7>46@G\SK]]^-+E_KG MR:]U]$[*,MREIV`5!`)X[1Q`AB"GN&O\I!3JY%#7=W^A-P3\>:EXH*!Z"A>[ M=14T`<(:IKTPW,5#)T6"UF@P0I.S4+S[>[M!\+^,`?MI7L0#X;12:=OS;P:H((I6#E/4:1F-)B=9X_13VB4'3[S[N\#+*NI2@5=_ MS*/Z[]91(Y\6?\R?_^F%NWK'L[=6Q/I/AZ_NWU?^*$0<\U+RJ&.+D(GG=?%\ M=V4QYU2USLA.)YG=<+^7Q9"K:-4CD10?YN[O:;%BZ5[W.U#L:\S\Z]?7RI*4OJB=''PJ\S!.!MP@ MN^R`@H"0>LX1DU6."X\5];K6C&`V--&>`,1$X)AH@#RS\EK#7+.MB=:.?&2 M;D],ZN^'8U)W&1P;[C6S#F5!SOCK01&),!:4`ZT94-YKK6LH&:#O]-%39X+M MODK8F4#[8)"A$$#>1.N;AN>$+=)H-KE,]&>*^?D8-JO1P& MYQP\"DBXH;B*1?8^&M2;?'I1,F-NB4$] M:+<<`-(\6^6?JQ.HLN_S0(@WW`+(:3S32&2HWKROB%()PE--MA%&$O1/E!X` MS4&3WXO)@UM&%16M%'G[:3`&,XH4EI)6U\W&@>V:JQ2ZH=)?_=/C3##/"@4= MRL;[[4B^],PC"(0!#!B55(.H'VHDM*Z&DPJ>&L,_HJ5KS';[N+5]F9-JB__M MI/-J2U^A2CB'`:'6,,`UYD0PTBPF,/E:=$06WF@9UGIR[5=WE^'RLZ>XP2F5 MQH>["=X*)@G@5EI#E541"M#LJZH]1=1_UN_A&-R;VH:Z"OGOI\DB*N[AEY_- M)_/I;/+P87Y7+GZ\N@3,>G-Q=$0GW5Z$EL1H!+(A5%M;26X=2ZVF/:",*2$*:84$9+X%O3;'4ZB!YGT)&;RO:&@4NF MJ$7:6JXMIE00SFH!+)&IA3%N8+YW5FTY(.!97KM43I6UU?2TC(;+3J%L*O^U;XVWU;`+>@A.D7X[T@V-6(^6?17F_F#Q^GTTG;17? M#[8)B'EE+=:0$*3*MDEFU\F/GVP"E8G%3 MU9@B(PF46F+8[-BW:*GT2(]ST4R(!7%/B_*QL9(^S"-L\S7VDX=_319_%4?. M-:AD?::ZIA`!;1KS"J!8"*<>N/Y)L(`-V,(SSQ![^+.9/Q;$S3_U)`(Y:X@P% MU#,(JZ!NTRR)1*#4#.TCLC^&4.5.T&$2FED=:]MD\%V<:MNO@P3*0\]-7&0= MP=Q0[D3CF!4P< M<,HK3[5G&`.ML:_EB+MUJAE\Z;O\7"R^?(]@5=63 MIT=(LO?[0%@$QV,128^H!503M+W4T"S5Y3*B2B\9J-('M)>@C)T]/,5U_@32 M;%H$HSQB!"`+HER8`$KEUAF!U`W47KD`;=+`S7,9_>-'.?^R*J=_V=G/V;=B M_JT9M9DLOW^>S(ZQJ$OSH)D4%%-OK8NB0N6-:[9?AGPJI494+R4#I09`>GQ1 MM9_7*'\O5FOOZ+L,L=44*$H-Y/'_+)<.<:AX:D\+L3T-\*S1*XV[2$U7<=&J7KIOKD&ZQK(< M[R%03A$7QGN)"#<"#C8- M(AKRQF/')"-&1"F!:-`$+KDPUJB(-1@#]L?!]`5VUAC-[K&9=>0&44Q*C;S! M0!!AJK2/M2Q:M._?U[/]]:?60V&:29#FN9F,6_K3=/6TB'*;[]5[U_9([\.- M0N5!0-!"*!1B(AKPGH%:0JEHZNWER7=3&>,@^J=-;_CF8-"'^<\XW&Y/!':^ M#9YZ'BU)!RA`#&N(&-6U/%@F/V,;43S$X&PY%]2$2)G?BOO)@R\.[RF['P4D M.;$:6,BAID)"CDBS]A%'4]^5C3`!=.^:/AO-!!6_S"=]5,V['P;).>,$2F*1 MH$@Q!;VH!X>42STXGWR[^QL8CGAH`,$)/Q&"L.5@+J( M?2X?"E@T[EM3-W7:MVVQG"YFCQ72G^Z.0WAL(J=V%9RA6!L3K1[#@9/:H4V: MI"@DY.Z&O(EG*+C,"O)P$W3'?7616?EJ'-MBMMLS6H?9VKF/H`2WP$:;#4-* M+#:&^TTU;.\=,*VGFPMAL-U4NNS?*=U%9(!4!BND(8>&H8A-@TP\R6:[VAQ^ MZ@_`EF.NX6$4D'%94-^^S9Z?^NTDI'L'*P8DSC*!M"`,:^\\PK1*Z8(D=`9X M=Z&$E5O3\(`DZ\/FH=":A%X"T-IP82EW()J6"GJ&2(U#I.H-O'@;D!L'#?N^ M<<]^&[E.NWL\N&;O]X%[[06%!""C2>5RE9K6ZT MALX<:!$0P`X:"[@UEG`,*/&FE@TBD_J^5@L/;)!Y3&!U1G5S-( M&PB09(8;)I10N)D80,`;*+62E0]IL/;)!YS&ATVSH(G&EGL+B/2.(V^8:K94 M(9+]TB,,7LG"AS18\T?)19MJ;6$MB\7/XA0+=;=EH!9Z#HD1D#I%L)<"REI6 M9$SJBZ(1+BG9;=6ST<[!K*_QE]X@TFJW'FP3!'/(BUW6WVI.\MS0-@,7-&GG- M!9>&H*H,+*BE=4*EUB$:H4'3WYHS$+AYGA?-UP[K+AM6:YLJ':ASV$,9SX$4 M4TF1Y;5\B.,;JK/;/WGZ0O7"YZG?CL0:G](\6,B18U(S;[0GWGJKFKF"L;TA M+EWX9)4*>0ZBKFN-NN7%6^G^U-1'?T^>*$BO8E`6BKDE?86NWJHBH%4']\( M=Z)!:-`GN.=>'KS>4W=&Y1YF:]OK($G2.@M&,`B"`2+V1 M'N';R<$8E`7Y[%O3:T']M-QD(8A"HVSW@$AK8J' MENV"C&SJP7^$CS[S;79#:R%CJ.<%'W7EC>IDFG!M&,;.8ACW(XJ-?'XD8SE5 MLO6=^T6C.D]ZPM6IIZ"I4=X1B(`EC`)KI;(U'L(DO_H=^]&I'XZD17.\BEI<1@V_I$^E9BPQT@7DKD(-*<>F:0H;3&0:KDNDI7 MO7ITYL89L>&GX7[=,3B:2XR01E4F#2`A!IRP6E9HP`W%^P["@!-C<$Y#^_IB M$;*I-TUWCL$Y#=M1Q.`@RZQF<;W&6#L9 M#X)(ZGK(E0/S=NC0@]HZQ^"]RSU];3)VD_H)5P'GI%>?:(@6Q4:;9 MZ@EEJ:GY1LBV'`90#AUY6/QT")OZ"`W ML/X[L"T%\>Z,6A;3_[HO?_YCG8QD\>N94)M_>*P4XF]&QG$<-6!@G#W,(R:JQ2 MWWN.<,_J5_7'>'4VS)>BU(D\"H@H4Z7LE1Q5$B&E$6_0,BS;EO98+&;EMR^K MR6*5CT+G:+D#>TX$]UHB!B4G2B+AK'*>6(\`$LT$?)KG;DOBOMJQ$<(2(CD%`@L&?;$*=8L MQ=3"U'<4W8,$7V=^OR52G0OV]=C5\7\`$[FN:L.YUG+K)*')KJ*3JX$_V]5N M?ETDZA':R_B@M_Q>KA.654OI:3WL(7G%!-;2:$RZULU5-CEIVP$7JR_>Q MV]Y]G_6'@7NHR,1-^9X7R6:LC<=Y)#PMZW2'U@$#SS6D)AKJ0$HJ!8@+V$9N#).?'XS0 M5W>^ZO=7->T1WGSS=6P9I/N"-8>!UE1<_F=1 MWB\FC]]GT\E#UY+H;]L$J"B%5CJB#-84O:>3UOC*W8\#4-H;(&@\,"N*I:]0JB6R[J9B_<_7:MDSG'DROLPF MGR?3V=ULVLJ/G6^#QE!0*"7&56$U@36AS=)+B!:)]!BA%Z!_>IR+9H+[VCTM MRL>B+GSY81YA>_:<3Q[^-5G\51Q):'=*\V"A$!X:(BV4()ZN@&.P%@1+?$.) MGONCQ8``9S5L]]1VWH#4U M(FW*0G=X@/3JR\`1UW$U-[@*0I=,2<-=(PN@V7(U9#E']:;8G?='YX":@R"- MS!L,.J3]W=\B>(J5MA3CZDVZ\8I;;AO['Z#42NXCVKL&ITL_T&9=5VJ#KOOZ M\KI%T+*Z/J`*D?\G[UI[V\B5[%_B^_&Q2!87LYCROWY)V=UV'.O15'>[NS,#3(",*+%.%8O%XJFB$0I(L#XVSEA`<3O-\<;3 M/7J9BZ`=A/1QO?YRLD5#_9D*A$]3S=5/05#AI:6T.69$3DL3-",RC3ZCX5(< M![.#DR[CQ:[N MI/9_^%R5N;:>.!--6@T^4B/!/&<7<0:O45RDO4UWV!6URCCDPGX_4MYWYLB* M1"*0&\6X2YLB'K*7DJRIF;?"*<)K64%H_3#'96#^Q M=@8O=W:NZLV@D`]R%;18[.YV>VY]6":]+59/[*!OM\N]8M1>^Q!^"GG MJKZ?O;>K'-_/RP?/SSV+U2KS]<*2(I)G\NF7;! MLN``7).)IS!88_GI&?B,A5++TS//Z[]6-!Q-3F3'!+^8>[?3Q#RGPC@ M7F#4)*B8`.-&AQ2J/N<]TE_./<#KP(F5`#D(1^>I/_E/F/7:%7]_]ZCD7I$?,Y M-JP*P0<&T@M#:7[S2C':2"GHZ5[*756,3=>".H1W""/ZC\WFYM^KV]LC!E-_ MI`(NA5+&>L.\4]1P$IH=5*`I333H7\@&`* MM>#I8!NM#_+%OFI$:61K?AW#N!#2X8J(9E(OQ`V:R%DTH#A$2;QB$:4BQFE" MS.D6B^]8+R19=`Z%DR%FZX@4*:VG'K'X@:L1Y>NZTUZ+>J%VL,Z-5AFHD=&% MW`3!BYC"$EW+KKDH[8LS*BY3IS903*QL@_/4B96!<">(A+1[291:1\V@EM90 M-E@;VT$KC;JR@+;4RG9@3XLYIQAR[Q!8U%9J*H%S6\NFU'"])4=!M3Q;T6=R MY]J!.S'NG'2,")^K,`00$B*Z)DZ0$4H]T(AN?WHWFVZ@G5YY-<:H*"BEC9'@ MP2EN?1,*!#F#/O^#!$07XCJ]\FIMB5`Z$)\6&M,V/[>M:OD`B]^'&./I['(= MGUU+S$BJF\XYH^^G//"Y%<\S%U4`BI%@+HN)46!2&-Y`8AJ7-.UHS M_@<\"75@&#U"/#XR<"!:.T*,L2;9-E(IF@2#5Z%T7YE834C;N+4?=`>I%'FD MFQ[OG__XD0J]UE);%9))4TPND6$S>Q%EZ>7^B&*.SO7X4RO8(B@+O,0A[O#R M_FD.!WS$R7&5BT9RII2S"C-;7OK`FK4A5.G]4>O0XOV2_>5VT`?"@^9B?ULO M-G?+WS=OEA`<^72E)7&,:"\T-Q*M<2XT9SJ@K)3[,9E]Y7+?<3FJ`]%`-C]. M%/_^MEP?Y?`?'%-YK0@121A*P'A'K3;-L4RB+XU&6C-7I^AKND9W".MY-NU< M_Y)?EUVM=VG>3[:_6=^[Y>?-=OGXN:OKOY?W'U;KS7;U\'T?DB_W';9__)9< M0?#P_XH@.^`LJF`),RQY>L9(.HR((`TV.N"TE/HT1!J$$SVXQ25_/WA)? MW'J/_#IV4(CEV`M1M'(8?(B64^!4.K2LD0:\+>Z"]`NEN"_$=+A*E$][F+XN M'_8W@_,H2Y$T!"Y9^J^ST3-IA(V"6.%Y%.FO3A;POF=9"NF+*45K-/C63IN(F-.I;.,<,2)X$6#&3(Z^^Y#+;5\-L^R M':[3XUE:9D!SKQ5XQ5$YF@XQM7R.#5=<\IX\R[-U?#;/LAVJ4^!9*E3Y->B8 M@B#.4O3BB&PD2G%1Z9%QC'9RN59/\RS;P3E^GB48*TF4&&D@1H,07#7R1&WF MUY2[0_.X%,T1\RRMEM1ZJB*U2%R2P'A5"T)=+,UQ3XQGV=8P>H1X7O76*EH= ME3::4+#FM)O1!$IJ@03`@&G>'/Q\\X M7`OH,=5;GVT!;>NMVX$]:-ELZZ=LD!-JG(V"HQ.0SA!>FUH6)K2>78S<@5I/ M/&33#M)AB.+W#]O=XF&W37+[K]?;+\O3%?F'!U56*:M14)16`0TJ20 M^47.W1M-9^@.0^UK:%0GS>:GSU:,^Z!HM,AR#;KBT012RR,5+RV+'1%]N'=K MN134@N/6[\LOU[=Q>7A'^?E#%?4.5#HW(')/M2-&@6L\'T!IPF5$S6I[T_3% M:!:H^--R?9\OTVZOU\?/SC]_L/+*1"J)$!"T\T`P_?M\/L328\R(N*^]JOIB M1$=7?$A%3'Y(B@`"19`T_3JKIR\<*36($7GY/DZU_:!;8!Q-$.LW]P_W=0[G M@#V\_>'*":4M@C0!'%>>T5S=4A^X*/:?;_^QR?V[4C#.5MBF8U@'R;O/],40 ME#0:FYTM)<80&YEJD`9TI27V(SK7]&6^HU10D1LZTF%P'QL]UMJHF#(R!AF-]\)*U9P9)*>E'FQ$)["^/5@A ME&-GQQI4)#+&@=-DSQ&UDDU2TBA=RK4:T7FM;\.X$-+AR+%_++XN;W:WRX^? M#[4K>&I6\$B8D_;0G"1LUO)[X M"UVY[T__\Q#]]H)OJP)J%#DW`8B6:FM8$#4N*$XWNI_'V`GG#.LDFG.B!X9,@M!RL"TJR>>?K_TC;$QVDF?:OTYI=,5 MY!W;RD&ZP7D#*T\=1`DJ4C3Y;MUB(/7DN_R,,V'6M2ET MC.Z`%+:W=LUC=TAMAE=I)4C/6'X+./JH.3<*F\7`W`RZKP\9C?0(?8$?ZJ^S M(0305"CB$B3*)U#R=5L=Z'-1VOEF1)M2/YILU=RP'<@#9CQVW[[=[C?4Z]MG M+GN2P^_N'S9W.0W\Z%G_6,[P/3N@1G*2=AT?;30A!:.:,Z8MT0:]1]LV_3%@ MX3"AS#$OB8@NQ*"E(3S64W=F]<)Y'(MGUTXW`[7Z14.$R^D=,HYGZ142D9-5".?Q3D]O'&YCL\N'&Z' MZA0*AWTP`DV*<0@AS`K.9KIPN!VH]P,LA[]F<>E:(ZY<)A2QH)5Q@"@L[FWEJX%D0G[H1@[[ULXW-8P M>H1X7H7#^0$::ERPT3(ITHKABC;KA*M2=NWD"H0.9VW.E/]VS;5&<@CHITX"X;GZ"\A$*VSAGG?;.8RE&9Q)L-P M+MO.>H!V9/02*[VS4MBT3)!*II77C?OU3A>W^!VE772@PW;TDG;HO@.]1!%' MF2`DM^A`8)S$='ZH_9G6\TKN=J*I4_22=HB.B%ZB"1A"B28)"`U6!A>;7"4J M7DI@'5&BI4=3Z!C=T14<-C1"\JZ'#QVB.TP3 MF_-?.R566:D3*J@#:BNL5LWL69P90[4;/1YZ[;0=E*/B!$7O0N!4@G`2F8)( M>7/O8,&?)$9,/V-6;@=](#QZ0M`3>21:9CMH+'JB+)O?#.TVQ M>4=VD$;#DAT)(A213D5E@-939P1*BUE'Y,6[TUX+=E`[6"?(#@(D#D!SY(Q9 MKY+'([5\U-H9D,HZU?+Y[*!6N$Z/'62HC@#@8F#!Z!!B9N8]R>=`S"#OU*&. MSV8'M4-U_.0/:FBD:359J3@88T!;U2#$>6E0.48KN5RG)\D?[="<`G=L?_^B MP,@00(%R0C)72\0)EG+'1I2SZL\^+H9S=$DJ3+[4.2$\"B'R*2GPQI\Z4?PH MW8BLH8]8I!]T"XSC'[MLA!\__^=FM7[X9YI.^OE#YO#F9RL40)2(&')'D""= MU*P)X`'#8&>8,>0@SE;7IEM4"Q3_:;E=9-B_+#]^OMH\7-\^93SR`_.'TB(' M[*+DJRI&N'2:>4US8L7Y@$0^KQ@_V,W'5,UF`-"'RV;MG>CTV_1XQ5F,&+6! MM&X=]U9JK8%J%R/3_F12OJ]KA<5FO5C=/C8J_/CYA:$\27)_M?&;]?WF=G63 M^QI>)>A=FLN_CEY$E'YII2GD?N]@DZW3?*6CI*A1PE!,+A_O^>("0_GISF(@ MU`?);33%X?553)8#_]YSHV_K/':^X/U]L_[R>_)I-X]]R=SW'T[UN:OAWH&< M8[?]_6A%E5=)H8:)=.1SVG@3>8UPE'$&O55[L^O1:*6W+>]K`C;AM=LNOE[? M+^_?\>H%K[?KI+/<'70_JS,VO$-#JF`X>"TC`:-D^CD4#)GW"IA0DM&3"<6> MTE^+Q?(V'[[V<_I&YPCPRI@(#`J0]-F)HRAC/&XES)JD3;<.;WYVX&JS[*>(F1+ M,K$/*2)Y\>NWU^N/Z^/O#QT;4BGCE!+)Y5IOM8`<:NG'"3-E+2EU)V.,.+LS MA8Y1'90]X&^O[^\_?MY/_USVP.LQ5;0<:6X7*X0(1FLE4-6>%U&4L@=&:#7] M;4(=@3N$\;RF!%0I0"9-14*^TE2$-WV&-.@S?`JYZR)<^"<(BQ:I47:NY^D-BZ6YE]& M5%+;>_#2`\Y#6-=53N[NMM_WZVP_\7M8_+E;)8T=,:HCHRH.02:QD@,F06A, MN[ML`/11S:"&IA^5;_J">'`S^N?U[6Y93S:_2?AA^?!U<[8]'1B>I`902*VS MUA,4'J6GM=0"Y_1Z^'"&U0W60]WO7%YG[NTEG!FBA_T'9'_[UKU M;6]TVB$\Q1N=&(-@03OA8W`F1F4\KR449DX-@+I3]ODW.NW0G>R-#N&&I&W, M(]/"`4HM92TE`I^!'^I2U:UN=%HA.X(;'52.BEP"&<%A0``TOIZP+>\',BHR M=;>:._=6IQVRW9C"U;\3#-__9[G=_&/5WBK>&EU1QQCDKGV,"&&M81;5_U!=\9%(YS:F6C4O5LI@I,,)ATU&*D%9#:4@&N:U)6F?)LX) M!90VR#K/2NNV1GA,ZBUXZ0'G88+@MYPH[!Z^;K:K_UO>P-UFMSY:"7S6%U1@ MJ6=1`2'Y=85@D)DF_-Y`G@M]A00C2%XSQEJJ-3',^>>CB2H]S8_RF:_A3*L; MM#O+(.9CQ'*]V!].0Q*_50KQ]>`*#(M,(#<$'43AK%*D\;C"EI[B1M2JO%># MZ0WI]XNB/BVWJ\W-;^NXV2Z6M'4,]>/P*OE=C)("4]YP8X,EH3F9*.E+=SOY MR[FD'M#NS"7AW]]6CR\_?=BL'[["^N:_E]?M[C;>_HHJ@&"6:*$=2T&AI]2Z M)MF&CI5F#M0O[YXZP?O]G%3=>^TI[&O.$5<;]T+68P'51=];!1XC`N$BDG1` M<8'QYX0+1BQMGJA_$;M\#R7TQB#>_>_]\L]=&H=_Y3Y.+>G"':V25Y,XIQG: M@2&5YX`!*,'D!!@'`5:[?>,=ZU%I>_*QX&$D/*MGU*$QE<)D*R9"=.",DX8* M+6L9A8LS:,3>G9I?K]F.0!UJ/<+-S>KQP>87?0O?\P6-#I>J4\12((X8HFD$ MC%1(92-(&U(8>+I>91`)3]']W_IX13UC03,4\/_D7=ERVSC6?J,9[,LEUBE/ M9:MT>N82I;;H6#.RZ-&2Q/_3_R!MTHYCD11$4I32Z>IRN@@8Y\,'X!S@+`1` M@R,A?2T9,?*27&N/GMSF!9J"Y_DYL@B"&78D:@11$>%Q*U-85/(!Q2\HP/VX MZ>WLO'(8H.?@O,(-!!H:KXV2E"'$F9*51-%J_BWR872>U7;GE%+<+LN-;4%1ZE MOD;+D-'J9IP168:%^!SC#9T3"!E$HV&DK9-`2O\L(=.I-6$GZ`/5KX+2%Z+G M&F,H;32>%:;:$IOJ0&,/#D)U`C"'RK#A>C70<"&@! M0-I5`_8&CA9C>.*PH,[SUC7"\#!<)QD*Q`274FMBK5#0(P@%QK5>C_4%E*,? MCAH#`#S*8?/JF(V_N$T[>;M%D!I*2*7G2%IIB#.6JTHV;=JKGYR/'VV_JDDO M<)Z(*NU*R;XVP2I*$`P=.\/MC$G"]`2<::TW M^>;WP1.@*7<2680%BSLSLC52D*+6M\2SYLJA<]O,EB1$3\"4=QW"._8U"5!R M@`1'&@HJ$=70.%;OQ2KYV6>"[HA#'D6I>([!%KOXMIAGJ_GFT^RAD/G1\[^J M5=+`F>:&P1$O'**.8DJ=$K8HPEA)*J)">+$[3<)DYP,B>YY!&=0J3K5A@*,B M7,!S]WRB&TI&*X8[2BJ%OOG3'["7$HCA`8\B>B0Q!8X!&.U%4!_27*6JR),, MQ!B63OT@?"G>],IC10E6\3_>&X:B#:*?5^"-H?5-JW`J MU37CX)"/LSP[QX0^X2'DW6+VUV*YV"ZRS4V^_G.USJ[SKZMR*+,?.EME-XOM MYG,VWUT7L_F5NYLMRR_NM[M5G,78(@JCEN6D%]/[=9V5X_XKVW[/LM7[/)\_;&:KN=5[ MR#KL+PW.%D5F,!<$8AS_^SVVS+6O3/ MZZ\HW?WG:K>)PL;#Y-MB$R5KNMD]J)\`N0,.:^D$U8)RK1`R%0Y6XM1K%]F9 MG?*1G:NL\$R;?SD?DHZ!]W`1.O?WCZ.<+?UB-5M=+V9+.]O.?O[U:94VWNS\ M1>1/2[V-KLV#QMPI335#S`*E9)'ZKPZ?DJCUOKD789J"X`YJ'X"07%DF&671 M0,$XFKNX$L<@?@$%KH>9W7QXL$=?AL49]CW^-?/YVN:[O[8WNZ6ZOBZLV,UC MX-RA0:XG7:DTJHQ:22I=\K7SN2[BSA.?#X;Q&*I;TW)]5F'_O5YLLX\W-XU9%P_K M*2#F?.'=8*FWB'@AF'4U%KX]4GSZ7H>C\&U8V*=#P<_Y'MQ7 M7)(PGJ`*6J`=!%A29UF%AZ4Z-8?5A/P7)T3#=."G0T2S6Q=H'TW"IWZ"IQ)3 MA"6@0@.!>%0<286#U^/5H[LO7[/^V,[6VV%SP@S'E"1.ILW#=/@8?\J_Q;G+ MCC^>!"!KS45*.UH/BTCY"B:&!^3)R'ATKII1&HU_Y!O MLTUYF_GBFFB/197256!4Q5/&4P2$5HQ+9QVM!&3"7L#A.Q[+1IJ$Z6Q\O1_$ M#D@F""'<(4)=A$&`&G"+4U,\'.P?\W@0N]7\S`DYQBR,?KUE\KO[7=PN_LAO MMA&5+*ZJ?^3Y_/MBN3S#VRTB%'(:252L?FCBO"*!K)4,6VXP/3@%U)O"5/A$ MJ,J]YRH.:_5U4?@*;S99Y$#DF-]KV1W80^`2&2D5P=IJ@YVPFLA*),M<:OF[ M<[W&ZCS#^1APCY+I9W:_B*@4K@*O%^N'K.FT:&X8*&:,(.HUY@9`P(P7-9(: M)!?,FYR=-A@#7F<%ZA/N,8A5@=)`H>J30("T2'"HH2:`(4$TKT>OK!NM--ZE MD"41V!/O-U7VR";+O$OS:`@:3IC7RDD9)0<&*E))#32]@)JN$]AU4N$^-;F<[8LYR3_8[;,/M[HW6:QRC:;/U=O.G`G]1-H7&D$26@L(L8#'7^J M88[*9ZK[4O>@@4OCWY#P)]QR-RR'$H(]MPYMS8*&4'EK,"+8HL+[DA);#9Q: MD.HQ,R'7_J$),P#,"?RH)&PBPT_?!$V=1PYA)P6TV&L`!*Z&1#A/37HT(,UE<;GJ5FF^CNN#[*0\,$E)W#P9[:/9(5 M6'CI/"SJTU`.HS2\&CU2,C5Z#(+?DRN)N([^RF2?IJ8(T"B$+Q(9/,YA]99V MCH]-D%$CF8!2<181%\;"TG'=`>1\>R;L85;C^_Q;.?BKU:\@%V_FG^.\KK]E M+:]41_06O(N``(FEM(``7*2>5!4NF.'D-3XM9:)_FN1C0S]*AJM7*W_SJS`- M].O0.F`"A+#1Z+32LVAV8858C:_0%_!`.@HC7J?!ZAWY!$.F64QS.UM_+6SP MCVL31[HH[?$B*T[\QOVXSU:;?>6`C^XW$*F-5D)!RAPE\6\2BTITSI)3\TW0 MG7`,TIUB3L;8_)IE:O9!/+B/H$`T!YR$*BJ#$7*LA*E1IR`YNGU"CVJGV`B' MPG^H[?#E`GETC=P?1W=\I\%9(HPTR'L=\10.$L0KH0W$%Y2$:U(;85\3:[XG7K";P7 MD.VK8MJI79#*<<*A9YYK8*F5#M;#1UA=0![T868S'P[D[N?`)KO^V]?\V]_G MV>+Q"(@_O-[YX_\*[[*OLZ5;;1?;ASV5.-[X*@#B@6.48LN`1IH"&@%Y&C5E M[%*HT=_LY7UAV3\#'H>RM[;&ZT^"=$;$E4`5U5%I85(I[.IU@-D%%/0"*2!_A$IAB)25CA-12:8M_@],B88;SWH$= M)83R4?1/Z_PFVQ3I:*)2E45SN#UFLK%A<#2"9BBCS!KHI%2,BTI2!TRJZ7A& M6\_Q%.H5XI2H[\??_S&:W[,B:>K3A7`#.3JT"H7S7MR)(<`0:AVW7Z]4-6RD M9*HZ,J'KU.&8T3^^";1H-?SW$*.U7?#$:8$-%L!84S@:*^>JH4-/4T/G#K[T M'#(K][#DZ!OC,8Z@EV-^,=+V(ZBY83QL/0:>.F"!40Y2QY&M)"4>RK%N+\]Q MHQD$XNE=47XJX;W-MHOKV;+QOK(:]P`#O%K%#[.G;?Q#MCU'ERWG132M%,%4 M:QGU$@8<88II@*CBL'7C'LH4FF=W]\5`/ZVSN\7NKM$.>O5MH`AJ1Y'"G%`F MN-#,US(Q97^W/)>=I_@7.^@X8!,4%'=SDUUO\YOB2NCZXR>,$GQ^+!D%YE.?YQ>8Z7\61/AMK M^>IQT._RS<9'^-[\1&<1M.SQP[A@FI[P^_D-04-B..40:&<\)1)BI^L-.?Y[ M_KXFHS#T--,Q!I6?@X$_WERMOF7MWG5[6@1$HHTI"5?17O!4$VBTJ&0CBJ4> MJ=,,X1Z<%8K;=Z7=1TM9P+(@"+?X"!A`-CH"Q"?%+M^FF&88]_ MKJ;!?!K;_K7I_(8]?U9V=%R;QA"K-0=%,#..?Y,$2&*PII3[$U61L-E?VZM5 M\9Q5B+#/1ZGAZZ"TT]Y1(0KO.*[B@:9Y)1<0R9&LYVI+=Y[F7[P&CX5V*OY( M!&L`.`=*8&(-TD1C6HTZ[EZI/O43(D0O<];@A708@J?W0O*&&LXX$QA2)Y7P M&(EJO%*,E[Y^7"^DSK.TSPOI,-A2DI[<%AE6LO>S]7^S;>&G$/NX_6>^6&W_ M%67=K;/W65'7=<_)UK%UL$IPAYRWGEBDHOH`,:AW/&524^=,Z2JMC]D?#-%Q MXA%>[G1[#H/]'P=+C&.$(LJCMNF!-5392B+D76J2]PEQI,\SH3<@QZ?&A]E= MMO?@:&L2L(9.F;C[00*H,Y(+A.H=,:Z!\S](^IC:1I8DHYGBY9JM%OFZK"A@ M=]F7[_'7/WRY7:RW1;7:IJ.EO6'@"@@)D';6$J@1HT35@^>`IUZM3YX**?.7 M#XCL^%O(NP;_Z)86P0-5.,L!+@&A`!('F*IW6IL<"S$A![3ASYE4-!,VD`^[ M@I$?;U[J0/N>E>YT>+#:>4[LZ`O-<=AQ/WLHWT4^WI1GWJ?9 M0\L5YKXF`4!#D32$"4&8%P1B0RKI!-?#^R[73P_#UM[KGR>]`'JJ1X8JP=SF M:G6]W,VS^=7J0[YZ MY^G3#^]G_\G79CG;=(Q[;NTA`!,9*J#7WD)KG0>^HI-BDB=7(YR003#,#+\9 M]]8WW&-L]A&.Q39[M_A6K-']PV^YG#J@EWC@%:^A5FC)ROSHC$!382`WB?K/WJJU#JT`LHYX9AP'Q5D)D"8.5C`:*"\@@ M,/CLOTY&W1O:"3*HA,T8I2^/"KJ1V8+P,VT,7_QR*#*^] MX?O'/.&4[#**IGJ?!_<1-#):*NQL-'FT,D9:8BN1B.6CU9`]J;)U#(&&AKP' M%KVL`-F<@[U#RR#B\`DH9)"(`D\L=+2^%S0X]8Q+>,88.(+B!,0Y'N\$NC3( M9Q>;^WR3S6V9B.I3N=7OHYN5Y8R?JD/IMU. M[>DL:$.CR:H0L@9;Z+$$M#9"E((74%QV)/X-COWH?DN?UD4X]_;ATW*V*DLY M_6^WN"^#"+9%<:?S3#+F"8PK7U@M&1<6(*VA*^MA6(L=:G^%'&87>+Y)W0MZ M6\1TURX"C/]$+8U[P!$G"H'(]@H!I,`1+_TG=%+J/*WY**B-<7*4-^S5J+LX M)+W=("`K"9+2$>>DU-A%.5$E&74D-1/&A-XJAIOLUU5!^T#X--QI=2C:UR0( M!SQSUD-.&(51C3)*5-()H%/?5B?(GV.GMY4M28B.P9=WL]6\U?GG^:.`;1F: M#(R@EA'`N52T7D`NN>;767#BT$G,>T)Q#![H700C&E2M7/CYPZ"5]B2JTAYI MZ(&-&K:"E21`\$NJR-HW'XY"E1>`\1SUBQ_E56`K/_8W"AI$$PA1 MC031E$#-HD%42:@]OZ1*J7USI3=41SE3LMDFN\V7\ZN[^_53U<1VXC2T"CC: MT$3KN%-"'M<'B^NDEA%!E7J?-J$4E,.=.KW!.@9U]JKO^N%+'$2+'=2A=<"& M8>N!QUPQ9!`!AOH:1ZY2'[&`-;A3U#_=)*5:,N=58ZM`Z<`2H-]IKYI0# M("Y7P"N9%4Q.##Y!';E7!G1E5S+2)V57Z_G7TC)HQJ`%D@EL$`7*,NAJF\$` MTJPK5>2INZ"U=&96"\1AL M>O$B:K,X4=>+<@+CS\NLG,G53R^E>^5KX%U?OR(X*4G\HSGS$!NC$,:J0@\* M.]K=U1BI70;DZ(GFXZ1[XX>LB:%-S8)%C$@%+-?<(*40=^@99G4)!5].N2\> MCO#HWA>ECG%6KA5:6F88\5H)8('SA!LG&:3<`A27:&O>E$["E/Z"3XE_BF#6 MLC#?;+GY$K'1L8?_[I&BM5UP7%'"(.<$0^:M4L"1:O@<7TR]ZMYG\W7AT!Y! M/NU%3P.CNC<.DFI*!926,`D%8A!964D,I?_=ZK\=2JO!D!Z#6\^F9'/AL7*O M[\*WM`XCZ#R"+BW5`E*A:5$8JD(&"7$!QOLH'!P%_7%Y^8NKZFI>.4LGD+)S M;P$[:"&-:AU2WAE2E"^ISP%)8*K3T(2>ZD9FY%#0)T3IF-LXDB+-81WRNB?G M2"O#CN@M2"RYIH!:P"2@4=='DE5B,JW^?^2FL$&T!8SFS3GZ!#T9*_ M'.C75+?\(I?\TJ22M-(<8%LSOS2/R$1%O`'Q3@8F1F;.)D`W&)B8F+I8F)L9 MF\,\8^'F1NYID(-H)QC-TQ'-0ILN=65I;FYB4:5_6EAB3BDD+&#>(:IR)$)[ MO(&EI:F+F2G0QQ:6%D;`K./J`F\A6)B3?;$-R1O!AF@:HV%8$QKVL=$'*4Y* M+$X%<@!02P,$%`````@`E6M<1&_C,PK"*0``HP0"`!``'`!D;F(M,C`Q,S$R M,S$N>'-D550)``-:U1!36M404W5X"P`!!"4.```$.0$``.U]VW+C.)+H^XDX M_\#URW9'K-N7JNKIJNB:#?E6XXERV>M+]\YYV8`I2,(T1:A!TK;FZP\2X`4D M00(4J1*T4C]TR220R!L3B40B\>M_OLT#[P6SB-#P\\')3\<''@Y].B;A]//! MT\/AZ.'\^OK@/__Z?__/K_]V>/C?9_=?O0OJ)W,+3H\3%M[\M=;-/X4^3,\1QZ*8T:>DQA?43:_P!.4!/'G@R3\,T$!F1`\ MYJ,'&("7&BBO8\2F./Z&YCA:(!]_/IC%\>+3T='KZ^M/X_#Y)Y_.CTZ/3]Z= MG+X[.?`X<6'TB3^W:L>Q_Z/4\.V9!3]1-N4MC]\=P>MG%.&L>4C#,)GK.XQC M=A0O%_B(-SKDK3`C?M[/W*G<`1J,X[R/BM6'(_E2;4I::"!A%*/0SVEXJ]'\ M^DZT/OGX\>.1>)LWC<:ZAASLR=%_WWQ]$!(^X`+W/"%R,E]0%GMA3503%#V+ MKDET.$5H(>1P>'QR")*0BO*5^B@6&JG2K.UXA(,XRIX<%J!^XC@<>$<=\6$T MP-%`"`E8O3$"A1@*(P%K)8S:-*D!GWH7^.LPZW<(CPY/3GNB47R4W=#(^@V" MQL<'Q_BMT6`0A13MKSB?]NA%C!6@G)9``$[1@=(%93+ASI3CV`L",X0'ZZO]8NQ`7>0XZ64Y715>CM7T]/CC^< M'!][A]X%B?R`1@G#_`\%MB>`>R7H'A'@C%? MQ>^JY-+>:9.VGA5;8]^Q_#WK^Z5/,]58O\8\HN?@.ZI,.ERKSKP[_O#N^&3- M.B,1V2N-I10K;2YPC$BP3K5I&+!5<=X??WA_?#JLXM0U)T5EKSIU2=YC/T!1 M1"9$^J:W27P[L>@WJ#KU1<*L8N]65+$J9AY-8H].2MUIB\W:6"L>>,J27C>FAV(-1/3&LQQ4E']@3(V>JL-<$.TG=(<;IGN&8?WC! MNM5"-YA91WX>7D=*B/RXLSIS1AFCK[!9:BWY6A?#G/!1,R<4,/:<7_$#;.]O MELG[-IGLOPXAHW.T(#$*'F+J_V$ADE+S]I4__Z^^\D_[>P+`+O-:_6WO_IH@ M&.:9D_?U=75)(I6_=M;C/$>,+;F=&,UARXN[`)=13.;@H!?3_D3,T-GRLD!Z"BPO!>9):'N1I&PMS>-]Y%,&9!+6 M!V%)+855]39V67@YRZ+;R3F*9EWZ7>EA&$3VSO!]%4#!&`)83\#="TLR M^G:!F<`.EL2:^%D/&1I!&T1[TDFTQ6AB.M3%VO8RMQ-,'^.[^C@F;3#8YL[: ML#??>JD]S#A;9C088Q9=_ID(1W5"?!+WT(1FF`:IO^]D`]1A_MV3`X&[*X;: M"]@DC*&^>\L!3*+O],&WBW[_K84CF<\26W,J1:2@V?<-XY(LD:L[,.VZ>++^QG@,8$K1T85IE1#"9 MV9C"0TI'%::T&-*T$5._3[_]8UMV&Q]#:,^WM[2#*I@W\WB MV%D>.+11GVH&4IT?LE]['>DD.NMTT$&&:=6/=\1`]KSBA_!2[Q@*>*J1=D\TE M8J%(1L),Q)`LY%'K8DB9.=78QPR&QX'(X-6N,[Z?">P"S9!Q<:HY;E`7U][* MF02ZLNRLQ51;HFK$M)>&9*KU&J"A8[M7?W*J.=RED\:.>NB7DPGVX]O)!6;D MA:,#6Z!1S!*Y8Q)J=U+,&ZCV7]@ZAS%\AL(ICJ[#;U041\'C>_Y_1GQA0WFK)SX\&,[*XSZB M[SNF63MJ!Y:TVI'BX9'0RS'QBC'3M@(98:%KK_9Z5)>I>'0K8J#1($JB`VC6 M@/I<;=``^3@=9R_90A#U)_8^N#TP@U_^4>>7ZR2J?;BS[GJ-V\HICDODSY1O M:_2*6'':XS:\X/_<3KXP%,9/$1P?#9#_QX,_X_`CV0/@"!IOZ!@'?;[U]6-E M-ACU1;A.D\J'4C!'MF0X/(&OP+MPQ3OK&^.N2=0W]N@ M0D'$KS/$(<(JB2^1!)*7;_"S0X&&%0&;E:=VM$FK//*W&,U3A_/2\?825P23 M;]4JT_]M$D/-6*A)W4OHEK#-<"@>!`SBH;.>NZ&6)`QYH8 M4`Y'%=5>!G'/#?ZN$,T?72T,I)77V*XNV:X2 MR$@9S2F+R;]DB;#)R/\S(0R/KSEEX91POLCZ._8^T"I0VS\^2*VMQ5CD,)XZ MCBPA)D?RBJ&R"D([Z_5D%2??K+XXM77[=';\BV8Z2S>31/\=9G2_R8<4/"_Y#V0RD^9F\,.P(T"[2VVU`1:#8*/,@-GS+2 MCWLS^`:1?OAYAKG&XSM&7PC<1'5%64E<*\BX`URSJ&O^9D74Z9_/8C0O'\[C M?Y:;[B6.HR&EW%NRM>5[1;)[6;;*\A[[E'OQ`4F]RR^,1M%3R/CC:4C^)4SL M&0[Y^%W\UIX#F*5>"]Q6I%X>58;Q^;B>.K`PZ]G0>V7@C%,.N%R0"9_\<.CC MZ`S'KQB'3P]7>(P9%(=#<0+76O$^]RC&D!TT\//WDIUEZ.ME!)P%)FQV>H%X_! MAA4+[R(M+2-@K\9O'`CW-X\H`>RDV<%X&C/3O M[,W[H,.UF^Q3W8GR3KJ0!:)R,M>K6COHLXH:O.[0$ZKG(KL,Q?H[Q&$X16VA'6V]# MJ%]W>D&`\U)X0EPJQ+UH16UML,PS#^DZ7 MKFP0Y*Y:SSLX\$9#SN8[&L4,QX2)4$064+,0EQ&$(0-(=PMD"E/(J0PU#_7M M)55FZ(4_HP_N3VA:=A7SWMK6S!D11,I>YK4]\D$?*^839G(3X&X[O M,"-T3/RT\3F'8+]`6]?(1LTY_KBBYA0(>CI/'D?(RK+)>'N"UNPNT MU26<]H1\&ZEP,`FL#+KY"_KT,D,!F#5`DB^W\<4+%0V/\*8/E"8!GU` M,T0RR!5E3:#$`8+AU'5HC,RJ6EO/V*FJ*98N:8-;,VA#*^SW0-&MT M;U6OZ%!60>86)FCF M`[%3?$=)&$N+O&)T/ M>CWY]\#";#YK&5>6NI@?J2Z=+IAP](PWG._Z%>5&P;\M,%0UR98E:"DV>T#T MK9.HK-\P8S29SDZ/3T\'5,6!,3*;R-JFOJ5:IH@6JZ,45:F9QKE;OH@EQAZ@ MO%?3)J7(#_'^C6"&F#];WDZ*)8MRZ?EP>MAY2+.BK1)I+ATF]G)<8&965T'E M6]?W>M0@5.FC^%`3$IR3YA#./S!BE^&XME883K\&0\6L=RLN6PH,4U>N/8@$ M>'H<4!>VYNT**\@E&N2 M4L)L%`3"K?^*7W!P34C7P_IK'-SL)M325NST4BEQI"AGN5H:"@*YWOEW3V#G M75]?[WP=`).PK7.6+`&U)RZ=?-`D+MEHP#Y[2<_UIW",V23A_Q_?LJ=0_E+B M5;4Y1U2]%:_N&/VG&@19Q_ICK>B9)\$5@RX*UAYE7H9W*0ZH67_($K[R=8[] M?J'209M_QV0Z@P#Q"V9H*NO%\`F'^OD6\B-B4QQ77YPMQ9-SSOHI97HJHG/8\!2,!0"*K>?F\3!]F&.^NCOY7@EB,6;!4JE!UN86J MO7][INCISYI,T1Q@J9+5SEY$UNK)?B/?5'>N%4^\AVI=4IS]KEE2]]6-'EUOW&!)0E"M[ M&0WY3Q_;%H@U`&B?_H]U-R!*B*5[?$LP=T]$4,33CQ/&>7$^`X_62B[U7@9A MO-<*0P'C23A[`?2\D[(CP/;I\OB]QK72B6U_^L9"L-:37'/?]MGK^+UF]M** M:W>G)(49_`_,7L3MU4\Q"=(LM33H]$CSR?PJP&]$E']<7@,N"*HSV6=*#S^F M^:.M^;AE+6019V1_2;,;O`,RTO=?*F1V7ZZ-$NUAP"M954SDSI9[472$G!923XZ.&9A MU7+BM,+2QV+VP@L?_!D>)P&^G5P0>7LF]T%$>LE9$A&H:G&/7W#8)2%W@$', M8J\=0=")/1M77-V3CBR<&YD_DPWNI:/O;HA.([)DL0A$]`,%7S"=,K28$1^J M62513.>8/=`@$0WQ0.:YWXAFC:GE(FHU1D'"*["0-;-2/+P,$0YA/R<,JCY# M324##F]6K%H:X!H4:S]_-2B:=?2DL:LA]*\+GFA=C!V-G3S,N&K>XT7"_!F* M.@1`&CH:\C=.=1X?0/(44+O[?51XNJ(]M8!B%E-]OJV+:6_6I-B2YPC_F7`B M+E\L-\%J70QA(]V54@4,3P+9=;[W#!EU@&;P*GYYKYETJM+:AXOJ\BR;#D[14A\P&%=6,LF&SQ((=/B+1*"8XPY3$L"";Q*_<&^!KM"^4 MCE])T"%9K`]TLP[40TVM.I"-Z66#BC5>-NQ>!6I"NJA'C>2.2_8U#:`) M]H,8%:)^_+]=(2YJ5P=Z^>B*Q=@K1E5F(DK+;2=+1,#X/&&P6JA=[]A'+6R' M,%N)^@9?JU+("'0ZL#/5`B84R9*>]TP%_A.+T>(=+#W<3SHJ'$@88Q*P. M]>V$'NJP/X-@IQ[9G?9PTW"0C*%8Q#<:IE:VZ^'_`0#^0 M%`LX[<_Q.,SF%HG)7FGJW7/,1G`%*I](H-8<' M7HCF^/.!N1D)`F#TYX.8-SSPHN0YBDDL-O:_,)HL/A^\/;.`?"(QGA]X,<<^ M>S*G(?^8V/*:OP&J#CSY_!D%$"+X?.`S/"9Q]G@ABD\_"@`DC+A)YZ^.ZA0B MC@!<]I9AI%">J_`EI&&8 MS#^-Z1R1L,H6E?YQPM*\<)"((LBQ$[@Q6B-"_VQP1"M*-6RO< M41&7I,G`26X$(H6H5?INQ*;V9H:8O20=IR!Z2]PI5SW M[:2ZJ9+396JU1B&.\7,?&98P?PI97FPOF]9H%.G);&Z\%=3*^RM`$<'G*HIU M\X&^<%/11+==M]4YD-$QN+T]PQ/*<,.LT?1R\Q;W'"T(]^A!R:K?E3"6&046 M[9Q3RR91G:-H=H?(^$(<3LPUKNJ0F9MMS`G+*X;G3P:Y3KCR])'AL;XCAL4%)2_P<:W[OEN@"I?&]\@]@>.X>PL%'3_.URJ M\AOOQM?C=4.[#-3488&ASZD(.0!OJ_<@L#(48G4+KV<"TA842`F MMDXT9SWLZ!W'GV:8CZ_*CC7)OXN/=R3[Z-T$SW;.R]H,K;;Q`=G)[QJ(+QR$=QYE@T13FNW+4`,\TRBD6X$<<<" M<]6,Y30`NPIP_:["I^\RV$I?//_<%_*2X?X?Q'K(%($6J+KW'5A:&6N+.*I< MSYZVA^F@3FI_%5UYI#5RT]:N#4[D8%K:=\#M9^X59=_P6WQ%(A\%XO;-]*;? MKS230YVGND+ MP='HC;3PIKV3=3AS3.8R&6'P<&9O^B_$6J`S!_)N[BUX=304FOR`?;[6Y8ZG MO0K8=-XR56@ER:P2=MU=6*%6<;^<3+@ARRYZO%:,WVW8?/]:,R]6AN=N"IV& MR/DBH$N,152//"=ISA$8;C1M\8:,_=QS:E*4F1[E&Q3[,YE,QS]BDVJL`,H] MAJ@7H4I#8?::23;VVYZ029I`*2Z8_9W$ MLV9[%EV'EV\^CB*5UM%TRC!_CQ4ML.'@NH=U+FED_1)896;[+F-OD2P>E)G+3[DJ\SHLKYZ;J>\$P[VI[C<JF@WS\;9 M29%'>H93-QV/\QW9E$P#4_I#WU#DU1`[*2[-%ID&Y5NIA;$H;]UW[^9"K"3R M&9&ABTG[I8ZUU,@5^SJ9)%GD<\H[*@@$ M53=<]8*CO':"3,U7#QEV[>3P M@J>1DO2V&3/)14/7R6RR,BW)[:MT=--\4U]FEZ7_HG!\R: ML6*8O""X[Q'\"5\EQ9AU(KL%QC:P`+ZL MV_`Z!',Z5U9,*_9U@V1JD*CVO;NS9+8O*4[*9&$>6(]E>;O"4XU&+X@($OB7 M6,WW[0>BQPPBP`X^@UR&<+JA[-A6GCDP1XASL6>,X1K3]W3_<:.9]` M=3_E!!-F(9)+0;F56%EN=&CO@,32M#$U3A0]4E@;85U,1`V_Y@3W@^&>)E@Q M1]U]L^)$I8/[9%\EL-BX0\O2EEKC6V=W"C.,^=R7JAZ<^$@W3R`:!DX_-!!3 MQ5-(XHBO+RJ/J^3W!>;L_D.^85(4%+N=P.&9C`-M#9S5@1SI&XQ@E2SBNS0@ MW".J+K3MFCI19RQ'E4GVD,0IR,DRM7)N@FF1F*CUW M3X.`R^P5L=R4=.NR\2)]&;JE<__5A\YYNG:(K/D/\'=]O! M4Q+7!I6_NQ7ZN6=@_H91$,_.4;4"G^;YY@U)'IU5EE]B427"2R/X/'*GU[+M MUFAI3@^.:J7-&MXYMQ6FX%DJ4Z9Y[D`QLA8J2G6+KLO7T7`[H-PT]@W'U0W- M'OU=E&B%%KZT]'NRHPN(C<^%=?2-]^`U4V[3=8LLUIB@,*O>RLD9C5_XZH\M MTZ3ERG1JW]R]693CGH`^59?OFN^-Q!F.;<==-+!P[>I*C%Z>:T#NWJ.P=K MA4)R4W"%*_&+VE/WOH.O^(5_K5-A4?H*13J[O'T:)0*/&H8'` MNA9-+Q@8XMN)++!VA7QQ06+M=@FH5#C/CPE"TOT)Q;<*A] M_ANA0>D4:[B4[.@>EJ=>ZV5SDXBRBZPR:^?K4E)V\(]`NZY^7Z%L&UIM\;8 MRB%"TGWZ$.Z1G6.6V>0Z+2T-G?F`*G6F%!/\.$/Q[YCA*T;_A:NTV7=SAM*< M_?)`K^+9MC1P1^W4#8&:JE5?;ISI>3F.UHT"8RL'UWMEG"ON3--+][R86S9% M89H#`'>XT8",95T)<=%B!%4GX,_;27X>`P(3LF92RY6C:X#K7`;80#26\@$' MANE`+F'.+=OH.K+&`LWUJ M4R_L#`%OE3S8W)4TPC$`U;Z,&(G@>E+EB&TU>O[]A]TZ-4T/CTH?RU\^,A1& MR$]];?&7W%PM"CY(FIMN__X.XVR?FH,94\-"][Q;7E^BH)CK$;51W^[@MIIE MB"_ZZL69&XCNQKX50&\G*^^Q'Z`("N'Z:5#)O*DH>%&;CM4-1OV-CI8B^/XH M;9_HJCRJQ9J!'YSD.B>_(FKF$')=! M,^;RI7NR*9%SAY:`GO#9('Z$@GHY?)N&3I8(,IA%C>I9-'8T"*7%/!*H<[3X M_)W6GK,ENJVK(Y\BW,Q`7H16YHG<$\JR36"NHJ+%(H:*@HSWX-:RN,1I-&58 M`'W&\2O&X0VEXR64G[LX*W%GG:-L3SPZB2.:,!]G9%?4J/&U>U_+'8I!F9L* MQY0)LVV\^2\B^TA%+@K4`*^Q*$P9-E&SW-%&6A*6,XF%`N3OQ MM="7NM3%"1`+GNCZ.$Q\NFC(%VEJM+'II?ODM*V!TNO-HNM0N<\QU%S\J"Z+ MZGX]>.EI-*R\85ISF%Q#RDGGS(I)+:D"/?H[EQ+0D9;2UO^*?1W8XC=P0^.C M.Y;C6R"<78-].TG/G"@F=/1,(2A`8E%F-<:,SQ_J;2`K]][0Y7(ZJD7%P9KM MNBO?LM>E@VNTI?F]4!.MZ4JE1C+M^F[J:HSFKY")$C9\EA:'IE])/),E^?/\ MY^K':=_!P66!!GOE60>:6WLY3?@S%/HSGZWOU&,[":Y7H>_.@A883C*%`QB] M$=6,%4^LO84QF`[$*Q- M7\5TQ_$GR?PVA(+2]W@A%]@YD4UO'5Z*,HXFR6_)A16=0HWFU;8<+80$XNP^ MW`N63#.5JYA$4RL'OD)&?8S'$7ABV?55XJ;K+$'S"4*XY;NPU!MK>O1W-LU% MI4D)^/T>D_ESPB(LMXY%TL3M)',(\[WD+$9:OW2X#P"7/P0P M$]FI7]A$+^C5O''P4#-?GV=7!C,Z96C^2&]DC3TLJCAQ>0 MHOK^!7[!`5U`J:<+4VXYQ2,U+2+MMEKN MX3(@E7+F(5LEGI,#J[8&OR!$'6O6IS>T<56L=TE7?V]QNBXBK^NCF M=BX2]T*#%ZA36RI?*TJ`B()9I\(@R23ZXP:%:"J:56C3OW./B`4V!D@.:'QTPL6M`R([Q3%YL>\.7OO-D MKLA:;`KE1;*@T`U:D!@%8GD,VW`D2UINY]S@\)U,L"WHK1Y;.%N*@MGG$%%J MF9ELNSD\1[61T#!;V71Q8-XRTZY)#+YOSD*O6U:H/(D(^PT%"4#+[4B+QGR/ M(1W6MG61WZ"IZQYN6[6\Y:Q%C0G#*/G0(VZ7C@]!O;V*#SG:5FBX/O-EQ!A0 M+?BP+)JD*34BT*IF1#@EP\U%M$S5J^A2COK&,!9YV8H8HU?\1#`'?^2^Y#8 MX=,>=ABGPF!T$@&9PE*EQQ\0D+DHS'Z2'3F;BWT2/SMM]I(1B^QYNM[!W+2B M>`KOE8Q6[L2EV1@EW]G)]CU>0,W1<-I2,\"NJ7L3 M5"/:Y:G&V,R!2:.9QI!0]HW&7-<2?'I\\A>^*#@]/JULXYN;N:B@59Q--&T1 M,28!;9%D;B`Y[_&5=UA>!G!FOXVRYL:ND_F-O@A4N:)]:*-0VVY;B).2N2*3 M&+?+L;V#Z^1*K!]GA)GH;&CI0%1*>AAYH3PU`;KAG8,IT*:X0E4TEJU=U+]V MU$V5$WKT=Y$9L.3DBR,HR5Y4OZM2W-[(0;)@0V6&R#U%XU>T+';$H_0@NP_5 M_KFD(CJ)^3*Q4L1W]>ZNLB(CY>*LR$A,%T;G]&L\UM%OW<W"@?:L^. M;<`]$&E&NSRV/4KB&65P:DMAQCI@]UBC"6!M/+,I$+7R?E!Q36%IHAL,W`;G MQMZ\23>&!$WX(A^J)XN:H/XOX-1OXIQ;OL4]%*OJ8)T[;]F;@\KNV1>*`IF# MVYN!35"W6=>D]$!'$*%4[>O/-;HRM-?KP0ZYZ;%./R MSX3$2]`'E@AU$#EF,??>TWFP^+KX0@4*^XL4>^C[%,1DCF(<+.7U`'C\O,0I MQZRYO@'$W!16/2$HS0:22B8J5HL MAF5.':";S+FC`?&7]6UMR\9N;/@#LK5:"'#*-6BK5NO/K%-_X$1 MNZ%A/%L3;<6B58PR"LQL'XZ\ZA#]:$/71=:*4 M#YYC?!M6@^CM;;:"*&G"_A]F]!NQH*^A^9:1^J#)'+!O[RBQ,QJ,,4L7)K"E M7$^M,C9S+ZU*BW(YI:JUB[LUI?KD/[C=>1,^%:7PYTZ.!D MINHC>I-E:\X18TN.MPP3I+5KSN35@J?')^\1),.]2ZM7EK,[>\)PSS#I"?J= M<'<^'$-M!(Z*^DH&X\N6N2>,S7OD2D(!MTQ\^5[>R&A^[<".A+@<)[LQ,JL% MGF/>\')KKLR$GK!UG<1C^AI"41E;KZD0DM#BD%03T%?B8U@K%C"OC M^0RV.<:W3,[8$*D1^R(CWZ>),G/TAN*NREN1Q@E2B!-3"QRO%G?2=^*1`9`# M;/KU"+@4^3,\1_S/_P]02P$"'@,4````"`"5:UQ$U!1&RX3:!`"O]UT`$``8 M```````!````I($`````9&YB+3(P,3,Q,C,Q+GAM;%54!0`#6M404W5X"P`! M!"4.```$.0$``%!+`0(>`Q0````(`)5K7$1J+`+J&BP```YA`@`4`!@````` M``$```"D@<[:!`!D;F(M,C`Q,S$R,S%?8V%L+GAM;%54!0`#6M404W5X"P`! M!"4.```$.0$``%!+`0(>`Q0````(`)5K7$0UK%'7M-P``*S8"@`4`!@````` M``$```"D@38'!0!D;F(M,C`Q,S$R,S%?9&5F+GAM;%54!0`#6M404W5X"P`! M!"4.```$.0$``%!+`0(>`Q0````(`)5K7$0P&=QFU,(!`+D/&``4`!@````` M``$```"D@3CD!0!D;F(M,C`Q,S$R,S%?;&%B+GAM;%54!0`#6M404W5X"P`! M!"4.```$.0$``%!+`0(>`Q0````(`)5K7$0]EOY:=B`Q0````(`)5K7$1OXS,*PBD``*,$`@`0`!@````` M``$```"D@1[/"`!D;F(M,C`Q,S$R,S$N>'-D550%``-:U1!3=7@+``$$)0X` <``0Y`0``4$L%!@`````&``8`%`(``"KY"``````` ` end XML 34 R78.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Healthcare Trend Assumptions used to Determine Year End Benefit Obligation (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Medical [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate 6.00% [1] 6.50% [1]
Prescription Drug Benefits [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate 8.00% [1] 8.50% [1]
Fiscal Year 2020 [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate 5.00%  
[1] The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter.

XML 35 R104.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial Information Quarterly Financial Information (Details) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Information [Line Items]                      
Revenue $ 476.7 $ 411.1 $ 386.4 $ 381.0 $ 463.1 $ 413.2 $ 383.9 $ 402.8 $ 1,655.2 $ 1,663.0 $ 1,758.5
Operating Income (Loss): 134.9 120.5 93.9 87.8 158.7 109.7 89.3 74.4 437.1 432.1 424.8
Net Income 76.6 73.5 58.4 53.6 95.2 80.7 56.5 64.1 262.1 296.5 260.2
Less: Net (Income) Loss Attributable to the Noncontrolling Interest (1.3) (0.7) (0.9) (0.7) 0.8 (1.1) 0 (0.7) (3.6) (1.0) 0.1
Net Income Attributable to D&B 75.3 72.8 57.5 52.9 96.0 79.6 56.5 63.4 258.5 295.5 260.3
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) $ 1.98 [1] $ 1.89 [1] $ 1.46 [1] $ 1.30 [1] $ 2.22 [1] $ 1.77 [1] $ 1.21 [1] $ 1.33 [1] $ 6.61 [1] $ 6.47 [1] $ 5.31
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) $ 1.96 [1] $ 1.87 [1] $ 1.44 [1] $ 1.29 [1] $ 2.20 [1] $ 1.76 [1] $ 1.20 [1] $ 1.32 [1] $ 6.54 [1] $ 6.43 [1] $ 5.28
Cash Dividend Paid Per Common Share (in dollars per share) $ 0.4 $ 0.40 $ 0.4 $ 0.40 $ 0.38 $ 0.38 $ 0.38 $ 0.38 $ 1.60 $ 1.52 $ 1.44
North America [Member]
                     
Quarterly Financial Information [Line Items]                      
Revenue 366.2 305.8 278.7 283.2 352.8 308.3 279.0 285.5 1,233.9 1,225.6 1,246.8
Asia Pacific [Member]
                     
Quarterly Financial Information [Line Items]                      
Revenue 44.2 44.4 49.3 41.4 44.2 44.8 46.6 59.9 179.3 195.5 268.3
Europe and Other International Markets [Member]
                     
Quarterly Financial Information [Line Items]                      
Revenue 66.3 60.9 58.4 56.4 66.1 60.1 58.3 57.4 242.0 241.9 243.4
Operating Segments [Member]
                     
Quarterly Financial Information [Line Items]                      
Operating Income (Loss): 151.2 137.1 108.6 102.4 185.7 139.7 123.4 105.6 499.3 554.4  
Operating Segments [Member] | North America [Member]
                     
Quarterly Financial Information [Line Items]                      
Operating Income (Loss): 124.6 112.3 84.5 86.0 157.9 117.3 103.2 102.5 407.4 480.9  
Operating Segments [Member] | Asia Pacific [Member]
                     
Quarterly Financial Information [Line Items]                      
Operating Income (Loss): 3.1 5.1 8.4 2.4 5.1 5.1 5.6 (11.1) 19.0 4.7  
Operating Segments [Member] | Europe and Other International Markets [Member]
                     
Quarterly Financial Information [Line Items]                      
Operating Income (Loss): 23.5 19.7 15.7 14.0 22.7 17.3 14.6 14.2 72.9 68.8  
Corporate and Other [Member]
                     
Quarterly Financial Information [Line Items]                      
Operating Income (Loss): $ (16.3) [2] $ (16.6) [2] $ (14.7) [2] $ (14.6) [2] $ (27.0) [2] $ (30.0) [2] $ (34.1) [2] $ (31.2) [2] $ (62.2) [2] $ (122.3) [2]  
[1] The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.
[2] The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss): For the Three Months Ended March 31, June 30, September 30, December 31, Full Year2013 Corporate Costs$(10.7) $(8.8) $(9.6) $(11.8) $(40.9)Restructuring Expense(2.3) (2.2) (6.1) (3.3) (13.9)Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China(1.6) (3.7) (0.9) (1.2) (7.4)Total Corporate and Other$(14.6) $(14.7) $(16.6) $(16.3) $(62.2) For the Three Months Ended March 31, June 30, September 30, December 31, Full Year2012 Corporate Costs$(12.5) $(9.9) $(13.1) $(13.6) $(49.1)Restructuring Expense(9.1) (9.3) (4.8) (6.2) (29.4)Strategic Technology Investment or MaxCV(8.4) (10.5) (6.7) (4.7) (30.3)Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China(1.2) (4.4) (5.4) (2.5) (13.5)Total Corporate and Other$(31.2) $(34.1) $(30.0) $(27.0) $(122.3)
XML 36 R46.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive income Reclassification out of Accumulated other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Income Tax Expense (Benefit) $ (135.5) $ (83.1) $ (109.2)
Net Income (Loss) Available to Common Stockholders, Basic 20.9 14.6 11.7
Other Income (Expense) - Net (1.7) (15.1) (21.2)
Accumulated Translation Adjustment [Member] | Other Income (Expense) [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Reclassification Adjustment from AOCI, Realized upon Sale or Liquidation, Net of Tax 0 (1.3) 0
Accumulated Defined Benefit Plans Adjustment [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest 33.4 23.5 14.5
Income Tax Expense (Benefit) (12.5) (7.7) (5.8)
Net Income (Loss) Available to Common Stockholders, Basic 20.9 15.8 8.7
Accumulated Defined Benefit Plans Adjustment [Member] | Selling, General and Administrative Expenses [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012 (6.4) (7.1) (7.1)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax 30.5 24.6 17.8
Accumulated Defined Benefit Plans Adjustment [Member] | Operating Expense [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012 (2.5) (2.5) (2.5)
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax 11.8 8.5 6.3
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest 0 2.0 3.0
Income Tax Expense (Benefit) 0 (1.9) 0
Net Income (Loss) Available to Common Stockholders, Basic 0 0.1 3.0
Dreivative Gains / Losses [Domain]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Other Income (Expense) - Net 0 0.3 0
Cash Flow Hedging [Member] | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
     
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Interest Income (Expense), Net $ 0 $ 1.7 $ 3.0
XML 37 R33.htm IDEA: XBRL DOCUMENT v2.4.0.8
Financial Instruments (Tables)
12 Months Ended
Dec. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Fair Values of Derivative Instruments in Consolidated Balance Sheet
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
 
 
Asset Derivatives
 
Liability Derivatives
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
Other Current
Assets
 
$

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$

 
Other Accrued &
Current Liabilities
 
$

Total Derivatives designated as hedging instruments
 
 
$

 
 
 
$

 
 
 
$

 
 
 
$

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other Current
Assets
 
$
0.4

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$
0.4

 
Other Accrued &
Current Liabilities
 
$
0.4

Total derivatives not designated as hedging instruments
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4

Total Derivatives
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4

Effect of Derivative Instruments on Consolidated Statement of Operations
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives in Cash
Flow Hedging
Relationships
 
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss)
Reclassified from
AOCI
into Income (Effective
Portion)
 
Location of Gain or
(Loss) Recognized in
Income on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
Amount of Gain or (Loss)
Recognized in Income on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
Interest rate contracts
 
$

 
$

 
Non-Operating Income (Expenses) – Net
 
$

 
$

 
Non-Operating
Income (Expenses) – Net
 
$

 
$

 
 
 
Gain or (Loss) Recognized in Income on Derivatives
 
Derivatives in Fair
Value Hedging
Relationships
Location
 
For the Year Ended December 31,
 
Hedged Item
 
Location
 
For the Year Ended December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
2013
 
2012
 
Interest rate contracts
Non-Operating
Income (Expenses)
– Net
 
$

 
$
0.8

 
Fixed-
rate
debt
 
Non-Operating
Income (Expenses)
– Net
 
$

 
$
(0.5
)
Our foreign exchange forward and option contracts are not designated as hedging instruments under authoritative guidance.
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives not Designated as Hedging
Instruments
Location of Gain or (Loss) Recognized in
Income on Derivatives
 
Amount of Gain or (Loss) Recognized in Income on Derivatives
 
 
 
For the Year Ended December 31,
 
 
 
2013
 
2012
 
2011
Foreign exchange forward contracts
Non-Operating Income (Expenses) – Net
 
$
(6.8
)
 
$
5.7

 
$
(0.7
)
Foreign exchange option contracts
Non-Operating Income (Expenses) – Net
 
$

 
$
(0.2
)
 
$
(0.5
)
Assets and Liabilities Measured at Fair Value on Recurring Basis
The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2013
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
95.9

 
$

 
$

 
$
95.9

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2012
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
58.1

 
$

 
$

 
$
58.1

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
Carrying Amount and Estimated Fair Value of Asset (Liability)
The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:
 
 
Balance at December 31,
 
2013
 
2012
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
Long-term Debt
$
1,047.0

 
$
1,054.8

 
$
1,046.5

 
$
1,059.3

Credit Facilities
$
466.5

 
$
466.1

 
$
240.2

 
$
237.7

XML 38 R79.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Effect of a One-Percentage-Point Change in Assumed Health Care Cost Trend Rates (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]  
Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation $ (0.5)
Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation 0.6
Effect of One Percentage Point Increase on Service and Interest Cost Components 0
Effect of One Percentage Point Decrease on Service and Interest Cost Components $ 0
XML 39 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; word-wrap: break-word; } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 40 R73.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Assumptions used to Determine Net Periodic Benefit Cost (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Pension Plans [Member]
     
Defined Benefit Plan Disclosure [Line Items]      
Weighted Average Discount Rate 3.71% 4.30% 5.11%
Weighted Average Expected Long-Term Return on Plan Assets 7.15% 7.24% 8.05%
Weighted Average Rate of Compensation Increase 5.59% 5.80% 6.27%
Cash Balance Account Interest Crediting Rate   4.45% [1] 4.45% [1]
Cash Balance Account Conversion Rate 3.50% [1] 4.47% [1] 5.23% [1]
Postretirement Benefits [Member]
     
Defined Benefit Plan Disclosure [Line Items]      
Weighted Average Discount Rate 2.59% 3.17% 3.47%
Minimum [Member] | Pension Plans [Member]
     
Defined Benefit Plan Disclosure [Line Items]      
Cash Balance Account Interest Crediting Rate 4.45% [1]    
Cash Balance Account Conversion Rate 0.97% [1] 1.99% [1] 1.98% [1]
Maximum [Member] | Pension Plans [Member]
     
Defined Benefit Plan Disclosure [Line Items]      
Cash Balance Account Interest Crediting Rate 3.00% [1]    
Cash Balance Account Conversion Rate 4.60% [1] 5.26% [1] 6.52% [1]
[1] Only applicable to the U.S. Plans.
XML 41 R89.htm IDEA: XBRL DOCUMENT v2.4.0.8
Contingencies- Additional Information (Detail) (USD $)
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2011
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2013
Corporate Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Corporate Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Local Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2013
Pending Litigation [Member]
Sep. 28, 2012
Pending Litigation [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
person
Sep. 28, 2012
Fines and Imprisonment [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
person
Commitments and Contingencies Disclosure [Line Items]                            
Divested and other revenue     $ 0 $ 18,700,000 $ 112,200,000   $ 5,400,000 $ 22,000,000            
Divested and other business, operating income (loss)             (14,500,000) 2,000,000            
Shut-down costs                 7,400,000 13,500,000 2,100,000      
Impairment of Assets 31,300,000 8,000,000 33,300,000 16,100,000 3,300,000 12,900,000                
Number of current and former employees                         5 4
Statutory damages per violation                       500    
Willfull violation statutory damages                       $ 1,500    
XML 42 R57.htm IDEA: XBRL DOCUMENT v2.4.0.8
Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Derivatives, Fair Value [Line Items]    
Assets Derivatives $ 0.4 $ 0
Liabilities Derivative 0.4 0.4
Derivatives designated as hedging instruments [Member]
   
Derivatives, Fair Value [Line Items]    
Assets Derivatives 0 0
Liabilities Derivative 0 0
Derivatives designated as hedging instruments [Member] | Other Accrued and Current Liabilities [Member] | Swap Arrangement [Member]
   
Derivatives, Fair Value [Line Items]    
Liabilities Derivative 0 0
Derivatives designated as hedging instruments [Member] | Other Current Assets [Member] | Swap Arrangement [Member]
   
Derivatives, Fair Value [Line Items]    
Assets Derivatives 0 0
Derivatives not designated as hedging instruments [Member]
   
Derivatives, Fair Value [Line Items]    
Assets Derivatives 0.4 0
Liabilities Derivative 0.4 0.4
Derivatives not designated as hedging instruments [Member] | Other Accrued and Current Liabilities [Member] | Foreign exchange forward contracts [Member]
   
Derivatives, Fair Value [Line Items]    
Liabilities Derivative 0.4 0.4
Derivatives not designated as hedging instruments [Member] | Other Current Assets [Member] | Foreign exchange forward contracts [Member]
   
Derivatives, Fair Value [Line Items]    
Assets Derivatives $ 0.4 $ 0
XML 43 R76.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items]    
Asset Allocations 100.00% 100.00%
Target Asset Allocations 100.00% 100.00%
Equity Securities [Member]
   
Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items]    
Asset Allocations 55.00% 52.00%
Target Asset Allocations 52.00% 52.00%
Debt Securities [Member]
   
Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items]    
Asset Allocations 42.00% 45.00%
Target Asset Allocations 45.00% 45.00%
Real Estate [Member]
   
Schedule of Pension and Other Post Retirement Benefits Changes in Benefit Obligations and Fair Value of Plan Assets [Line Items]    
Asset Allocations 3.00% 3.00%
Target Asset Allocations 3.00% 3.00%
XML 44 R86.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Stock Based Compensation Expense (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]      
Total stock-based compensation expense recognized $ 8.7 $ 10.6 $ 12.4
XML 45 R81.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Additional Information (Details) (USD $)
In Millions, except Share data, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Mar. 31, 2012
Dec. 31, 2013
installment
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Minimum [Member]
Dec. 31, 2013
Maximum [Member]
Dec. 31, 2013
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2012
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2011
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2013
Leveraged Restricted Stock Units [Member]
installment
Dec. 31, 2013
Leveraged Restricted Stock Units [Member]
Minimum [Member]
Dec. 31, 2013
Leveraged Restricted Stock Units [Member]
Maximum [Member]
Dec. 31, 2013
Performance Units with Market Condition [Member]
installment
Dec. 31, 2013
Performance Units with Market Condition [Member]
Minimum [Member]
Dec. 31, 2013
Performance Units with Market Condition [Member]
Maximum [Member]
Dec. 31, 2013
Performance Units with Performance Condition [Member] [Member]
installment
Dec. 31, 2013
Performance Units with Performance Condition [Member] [Member]
Minimum [Member]
Dec. 31, 2013
Performance Units with Performance Condition [Member] [Member]
Maximum [Member]
Dec. 31, 2013
Restricted Stock Units (RSUs) [Member]
Dec. 31, 2013
Performance based Restricted Stock Units [Member]
Dec. 31, 2013
Performance based Restricted Stock Units [Member]
Minimum [Member]
Dec. 31, 2013
Performance based Restricted Stock Units [Member]
Maximum [Member]
Mar. 31, 2012
Performance based Restricted Stock Units and Restricted Stock [Member]
Mar. 31, 2011
Performance based Restricted Stock Units and Restricted Stock [Member]
Dec. 31, 2013
Service based Restricted Stock Units [Member]
Dec. 31, 2013
Service based Restricted Stock Units [Member]
Minimum [Member]
Dec. 31, 2013
Service based Restricted Stock Units [Member]
Maximum [Member]
Mar. 31, 2012
Service based Restricted Stock Units and Restricted Stock [Member]
Mar. 31, 2011
Service based Restricted Stock Units and Restricted Stock [Member]
Dec. 31, 2013
Stock Options [Member]
Dec. 31, 2012
Stock Options [Member]
Dec. 31, 2011
Stock Options [Member]
Dec. 31, 2013
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2012
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2011
Restricted Stock Awards and Restricted Stock Units [Member]
Dec. 31, 2013
Non Employee Director [Member]
Dec. 31, 2013
Employee Stock [Member]
Dec. 31, 2012
Employee Stock [Member]
Dec. 31, 2011
Employee Stock [Member]
Dec. 31, 2013
Stock Incentive Plan 2009 [Member]
Dec. 31, 2012
Stock Incentive Plan 2009 [Member]
Dec. 31, 2011
Stock Incentive Plan 2009 [Member]
May 05, 2009
Stock Incentive Plan 2009 [Member]
Maximum [Member]
Dec. 31, 2013
Stock Incentive Plan 2000 [Member]
Dec. 31, 2012
Stock Incentive Plan 2000 [Member]
Dec. 31, 2011
Stock Incentive Plan 2000 [Member]
May 02, 2007
Before Amendment [Member]
May 02, 2007
After Amendment [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                                                                                                
Total stock-based compensation expense recognized   $ 8.7 $ 10.6 $ 12.4                                                   $ 1.7 $ 3.8 $ 4.1 $ 6.3 $ 6.1 $ 7.5   $ 0.7 $ 0.7 $ 0.8                  
Expected tax benefit associated with stock-based compensation programs   2.9 3.7 4.3                                                   0.6 1.4 1.5 2.3 2.3 2.8                          
Common stock, authorized                                                                                     5,400,000       300,000 700,000
Common stock, available for issuance                                                                                       1,133,539        
Common stock, available for future grants                                                                               4,679,309 4,813,551 5,153,694   152,438 192,206 230,993    
Number of vesting installments   4               3     2     2                                                                
Stock options, vesting percentage   100.00%                                                                                            
Stock options, expiration period   10 years                                                                                            
Number of Stock Options, Exercisable at end of year   501,439 1,127,607 1,238,434                                                                                        
Intrinsic value of stock options exercised   20.8 8.4 15.7                                                                                        
Unrecognized compensation cost                                       4.9         3.6         1.7                                    
Unrecognized compensation cost, weighted average period of recognition                                     4 years 1 year 10 months 24 days         1 year 292 days         1 year 110 days                                    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value                                       $ 84.01     $ 0 $ 0 $ 89.55     $ 0 $ 0                                      
Total fair value of stock options vested                                                           4.2 4.8 5.9                                
Cash received from exercise of options   65.7                                                                                            
Tax benefit related to the total compensation cost for stock-based compensation arrangements   7.7                                                                                            
Performance goal period                   2 years 1 year 3 years             1 year                                                          
Stock plan, vesting period         3 years 5 years       1 year     3 years     3 years     3 years             3 years 5 years                 3 years                        
Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee                     0.00% 200.00%   0.00% 200.00%   0.00% 200.00%     0.00% 200.00%                                                    
Total fair value of restricted stock units and restricted stock vesting             12.1 10.6 8.9                                                                              
Expected Tax Benefit From Vesting Of Restricted Stock Units and Restricted Stock 3.9 4.5   2.9                                                                                        
Common stock, authorized for Employee Stock Purchase Plan           1,500,000                                                                                    
Common stock, available for future grants, Employee Stock Purchase Plan   359,963                                                                                            
Employees can purchase our common stock, discount   15.00%                                                                                            
Purchase price of the stock on the date of purchase   85.00%                                                                                            
Shares issued under ESPP   50,277 58,417 67,010                                                                                        
Proceeds From Issuance Of Common Stock Under Employee Stock Plans   $ 3.9                                                                                            
XML 46 R87.htm IDEA: XBRL DOCUMENT v2.4.0.8
Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Details) (USD $)
12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Dec. 31, 2013
renewal_option
sqft
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Computer Equipment [Member]
Dec. 31, 2013
Other Machinery and Equipment [Member]
Dec. 31, 2011
Acxiom Corporation [Member]
May 31, 2011
Acxiom Corporation [Member]
May 31, 2009
Acxiom Corporation [Member]
Aug. 31, 2008
Acxiom Corporation [Member]
Jul. 31, 2006
Acxiom Corporation [Member]
Dec. 31, 2013
Acxiom Corporation [Member]
Dec. 31, 2012
Acxiom Corporation [Member]
Dec. 31, 2011
Acxiom Corporation [Member]
amendment
Dec. 31, 2011
Convergys Customer Management Group [Member]
Dec. 31, 2010
Convergys Customer Management Group [Member]
Dec. 31, 2013
Convergys Customer Management Group [Member]
Dec. 31, 2012
Convergys Customer Management Group [Member]
Dec. 31, 2011
Convergys Customer Management Group [Member]
Oct. 31, 2004
International Business Machines [Member]
Dec. 31, 2013
International Business Machines [Member]
Dec. 31, 2012
International Business Machines [Member]
Dec. 31, 2011
International Business Machines [Member]
Dec. 31, 2011
Maximum [Member]
Acxiom Corporation [Member]
Commitments and Contingencies Disclosure [Line Items]                                              
Operating leases expiration period 10 years                                            
Expiration period of majority leases 5 years                                            
Number of square footage 123,000                                            
Operating leases expiration period after renewal 8 years                                            
Number of contract renewal options 2                                            
Operating leases, renewal option 5 years                                            
Operating leases expiration period       3 years 5 years                                    
Rental expenses under operating leases $ 30,100,000 $ 29,600,000 $ 30,900,000                                        
Termination Notice Period                           180 days                  
Service agreement, term           3 years 5 years 3 years 65 months 4 years     8 months 5 years 6 years       7 years       3 years
Total payments over the term of the contract           26,000,000 28,000,000 402,000,000         26,000,000 3,000,000       3,000,000          
Number of amendments to contract                         2                    
Cost of services                     89,000,000 90,000,000 88,000,000     21,000,000 20,000,000 8,000,000   3,000,000 3,000,000 10,000,000  
Total payments over the remaining term of the contract $ 140,000,000                   $ 112,000,000         $ 54,000,000       $ 10,000,000      
Years of service before possible termination                           3 years                  
XML 47 R77.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Expected Benefit Payments from Pension Plans and Postretirement Plans through 2022 (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Pension Plans [Member]
 
Defined Benefit Plan Disclosure [Line Items]  
2013 $ 106.7
2014 110.2
2015 113.9
2016 118.3
2017 113.7
2018 - 2022 582.4
Other Postretirement Benefits Plans Gross Payments [Member] | Postretirement Benefits [Member]
 
Defined Benefit Plan Disclosure [Line Items]  
2013 4.3
2014 3.8
2015 3.5
2016 3.0
2017 2.7
2018 - 2022 $ 10.0
XML 48 R71.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Estimated Amortization from Accumulated Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Pension Plans [Member]
 
Estimated 2014 amortization from Accumulated Other Comprehensive Income  
Actuarial Loss (Gain) $ 35.7
Prior Service Cost 0.3
Total 36.0
Postretirement Benefits [Member]
 
Estimated 2014 amortization from Accumulated Other Comprehensive Income  
Actuarial Loss (Gain) (1.0)
Prior Service Cost (1.6)
Total $ (2.6)
XML 49 R25.htm IDEA: XBRL DOCUMENT v2.4.0.8
Divestitures and Other Businesses
12 Months Ended
Dec. 31, 2013
Text Block [Abstract]  
Divestitures and Other Businesses
Divestitures and Other Businesses
Indian Research and Advisory Services Business
In September 2012, we sold substantially all of the assets and liabilities of our Indian Research and Advisory Services business for $0.5 million. As a result, we recorded a pre-tax gain of $0.2 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The Indian Research and Advisory Services business generated approximately $1.3 million in revenue during 2011.
Shanghai Roadway D&B Marketing Services Co. Ltd.
On March 18, 2012, we announced we had temporarily suspended our Roadway operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.
On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment for four former Roadway employees. A fifth former Roadway employee was separated from the case.
For the year ended December 31, 2013, we incurred $7.4 million of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred $13.5 million of legal and other professional fees and $2.1 million in local shut-down costs, as well as an impairment charge of $12.9 million related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had $5.4 million of revenue and $14.5 million of operating loss. D&B acquired Roadway’s operations in 2009, and for 2011 Roadway accounted for approximately $22 million in revenue and $2 million in operating income.
Domestic Portion of our Japanese Joint Venture
In February 2012, we completed the sale of the domestic portion of our Japan operations to TSR Ltd., our local joint venture partner since December 2007, for $4.5 million. As a result, we recorded a pre-tax gain of $3.0 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Our domestic Japanese operations generated approximately $64 million in revenue during 2011.
Simultaneously with closing this transaction, we entered into a ten-year commercial arrangement to provide TSR Ltd. with global data for its Japanese customers and to become the exclusive distributor of TSR Ltd. data to the Worldwide Network. From the date of this transaction in February 2012, this arrangement has aggregate future cash payments of approximately $140 million.

AllBusiness.com, Inc.
In February 2012, we completed the sale of AllBusiness.com, Inc., a U.S. entity included in our North American reporting segment, for $0.4 million. As a result, we recorded a pre-tax loss of $0.4 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. AllBusiness.com, Inc. generated approximately $4 million in revenue during 2011.
Chinese Market Research Joint Ventures
In January 2012, we completed the sale of our market research business in China, consisting of two joint venture companies, by selling our equity interests in such companies to our partner for a total purchase price of $5.0 million. As a result, we recorded a pre-tax gain of $1.4 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The joint ventures generated approximately $16 million in revenue during 2011.
Purisma Incorporated
In January 2012, we completed the sale of Purisma Incorporated, a U.S. entity included in our North American reporting segment, for $2.0 million. As a result, we recorded a pre-tax gain of $2.0 million in "Other Income (Expense) - Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. Purisma Incorporated generated approximately $4 million in revenue during 2011.
XML 50 R50.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Taxes [Line Items]      
Unrecognized Tax Benefits that Would Impact Effective Tax Rate $ 99.9    
Income taxes, net of refunds 126.1 110.2 113.0
Income taxes refunded 4.9 7.0 20.2
Undistributed earnings of non-U.S. subsidiaries 832.3    
Federal, state and local, and forign tax loss carry forwards 40.5    
Valuation allowance against U.S. and non-U.S. net operating losses 26.8 25.2 27.4
Decrease in unrecognized tax benefits 5.1    
Gross unrecognized tax benefits 105.8 100.7 120.1
Expected decrease in unrecognized tax benefits in next twelve months 63    
Interest expense related to unrecognized tax benefits 2.5 2.7 3.1
Accrued interest expense related to unrecognized tax benefits 10.4 8.4  
Tax Credit Carryforwards with Indefinite Carryforward Period [Member]
     
Income Taxes [Line Items]      
Federal, state and local, and forign tax loss carry forwards 32.0    
Tax Credit Carryforwards Expiring Between 2013 and 2032 [Member]
     
Income Taxes [Line Items]      
Federal, state and local, and forign tax loss carry forwards $ 8.5    
XML 51 R42.htm IDEA: XBRL DOCUMENT v2.4.0.8
Future Amortization of Acquired Intangible Assets (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Asset Impairment Charges $ 31.3 $ 8.0 $ 33.3 $ 16.1 $ 3.3
Total 76.7   76.7    
2013 14.8   14.8    
2014 12.3   12.3    
2015 11.4   11.4    
2016 7.6   7.6    
2017 6.2   6.2    
Thereafter 24.4   24.4    
China Trade Portal [Member]
         
Asset Impairment Charges $ 1.7        
XML 52 R75.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Summary of Changes in Fair Value of all Plans' Level III Assets (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Actual return (loss) on plan assets:    
Fair Value of Plan Assets at December 31 $ 1,451.7 $ 1,318.8
Fair Value, Inputs, Level 3 [Member]
   
Change in Plan Assets:    
Fair Value of Plan Assets at January 1 34.8 32.3
Actual return (loss) on plan assets:    
Related to assets still held at the reporting date 4.1 2.5
Related to assets sold during the period 0 0
Purchases, sales and settlements 0 0
Transfers in and/or out of Level III 0 0
Fair Value of Plan Assets at December 31 $ 38.9 $ 34.8
XML 53 R97.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Property, Plant and Equipment at Cost - Net (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Property, Plant and Equipment [Line Items]    
Accumulated Depreciation and Amortization $ 83.9 $ 81.2
Property, Plant and Equipment, Net 39.6 40.6
Property, Plant and Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 98.7 97.9
Accumulated Depreciation and Amortization 68.3 66.2
Property, Plant and Equipment, Net 30.4 31.7
Land [Member] | Property, Plant and Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 5.7 5.9
Building [Member] | Property, Plant and Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 33.5 31.6
Furniture and Fixtures [Member] | Property, Plant and Equipment [Member]
   
Property, Plant and Equipment [Line Items]    
Property, Plant and Equipment, Gross 59.5 60.4
Leasehold Improvements [Member]
   
Property, Plant and Equipment [Line Items]    
Accumulated Depreciation and Amortization 15.6 15.0
Property, Plant and Equipment, Net $ 9.2 $ 8.9
XML 54 R37.htm IDEA: XBRL DOCUMENT v2.4.0.8
Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Tables)
12 Months Ended
Dec. 31, 2013
Leases [Abstract]  
Future Contractual Obligations
The following table quantifies our future contractual obligations as discussed above as of December 31, 2013:
Contractual Obligations
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Operating Leases
 
$
28.9

 
$
23.9

 
$
17.6

 
$
9.2

 
$
7.9

 
$
22.2

 
$
109.7

Obligations to Outsourcers
 
$
132.4

 
$
69.8

 
$
25.2

 
$
0.5

 
$

 
$

 
$
227.9

XML 55 R52.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Gross Unrecognized Tax Benefits, Beginning of Period $ 100.7 $ 120.1 $ 150.7
Additions for Prior Years' Tax Positions 7.7 5.1 0.1
Additions for Current Years' Tax Positions 0.5 5.1 14.6
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities (1.0)   (0.8)
Unrecognized Tax Benefits, Decrease Resulting from Foreign Currency Translation (0.5)    
Addition due to CTA   0.3  
Reduction in Prior Years' Tax Positions (0.4) (28.7) (29.2)
Reduction Due to Expired Statute of Limitations (1.2) (1.2) (15.3)
Gross Unrecognized Tax Benefits, End of Period $ 105.8 $ 100.7 $ 120.1
XML 56 R67.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Compensation and Retirement Disclosure [Abstract]    
Accumulated Benefit Obligation $ 1,793.2 $ 1,930.3
Fair Value of Plan Assets 1,425.0 1,293.6
Unfunded Accumulated Benefit Obligation 368.2 636.7
Projected Benefit Obligation $ 1,804.4 $ 1,945.5
XML 57 R61.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Stock Capital Stock (Details) (USD $)
In Billions, except Share data, unless otherwise specified
0 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Series Common Stock [Member]
Dec. 31, 2012
Series Common Stock [Member]
Dec. 31, 2013
Series A Junior Participating Preferred Stock [Member]
Dec. 31, 2012
Series A Junior Participating Preferred Stock [Member]
Feb. 24, 2009
Series B Preferred Stock [Member]
Dec. 31, 2013
Series B Preferred Stock [Member]
Stockholders Equity Note [Line Items]                  
Shares authorized 220,000,000                
Common Stock, authorized 200,000,000     10,000,000 10,000,000        
Common stock, par value $ 0.01 $ 0.01 $ 0.01 $ 0.01 $ 0.01        
Preferred stock, shares authorized 10,000,000         500,000 500,000 1,400,000 1,400,000
Preferred stock, par value $ 0.01         $ 0.01 $ 0.01   $ 0.01
Percentage of Series B preferred stock               4.00%  
Preferred stock, shares issued               1,345,757  
Outstanding intercompany debt               $ 1.2  
XML 58 R47.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Income before Provision for Income Taxes (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Tax Disclosure [Abstract]      
U.S. $ 319.5 $ 295.1 $ 304.1
Non-U.S. 76.5 83.2 64.0
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates $ 396.0 $ 378.3 $ 368.1
XML 59 R9.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Summary of Significant Accounting Policies
Description of Business and Summary of Significant Accounting Policies
Description of Business. The Dun & Bradstreet Corporation (“D&B” or “we” or “our” or "us" or the “Company”) is the world's leading source of commercial data, analytics and insight on businesses, or “content.” Our global commercial database as of December 31, 2013 contained more than 230 million business records. We transform commercial data into valuable insight which is the foundation of our global solutions that customers rely on to make critical business decisions.
D&B provides solution sets that meet a diverse set of customer needs globally. Customers use D&B Risk Management Solutions™ to mitigate credit and supplier risk, increase cash flow and drive increased profitability, and D&B Sales & Marketing Solutions™ to provide data management capabilities that provide effective and cost efficient marketing solutions to increase revenue from new and existing customers.
Effective January 1, 2013, we began managing and reporting our North America Risk Management Solutions business as:

DNBi subscription plans - DNBi, our interactive, online application that offers customers a subscription based real time access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. DNBi subscription plans are contracts that allow customers' unlimited use;

Non-DNBi subscription plans - subscription contracts which provide increased access to our risk management reports and data to help customers increase their profitability while mitigating their risk. The non-DNBi subscription plans allow customers' unlimited use; and

Projects and other risk management solutions - all other revenue streams. This includes, for example, our Business Information Report, our Comprehensive Report, our International Report, and D&B Direct.

Management believes that these measures provide further insight into our performance and the growth of our North America Risk Management Solutions revenue. Therefore, we no longer report our Risk Management Solutions business on a traditional, value-added and supply management solutions basis for any segment.
Within our North America Sales & Marketing Solutions, we monitor the performance of our  “Traditional” products and our “Value-Added” products.
Our Traditional Sales & Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales & Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.
Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&B Optimizer™ (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or “DaaS”) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.
Basis of Presentation. The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; long-term asset and amortization recoverability; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the revisions in the consolidated financial statements in the period in which we determine any revisions to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions.
The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. Investments over which we do not have significant influence are recorded under the cost method of accounting. We periodically review our investments to determine if there has been any impairment judged to be other than temporary. Such impairments are recorded as write-downs in the consolidated statements of operations and comprehensive income.
All intercompany transactions and balances have been eliminated in consolidation.

On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):
North America (which consists of our operations in the United States (“U.S.”) and Canada);
Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and
Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (“U.K.”), the Netherlands, Belgium, Latin America and European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:
North America (which consisted of our operations in the U.S. and Canada);
Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and
Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
The financial statements of the subsidiaries outside North America reflect a fiscal year ended November 30 in order to facilitate the timely reporting of our consolidated financial results and consolidated financial position.
Where appropriate, we have reclassified certain prior year amounts to conform to the current year presentation.
Significant Accounting Policies
Revenue Recognition. Revenue is recognized when the following four conditions are met:
Persuasive evidence of an arrangement exists;
The contract fee is fixed or determinable;
Delivery or performance has occurred; and
Collectability is reasonably assured.
If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable, assuming all other revenue recognition criteria have been met.
Our Risk Management Solutions are generally sold under fixed price subscription contracts that allow customers unlimited access to risk information. Revenue on this type of contract is recognized ratably over the term of the contract.
Risk information is also sold using monthly or annual contracts that allow customers to purchase our risk information up to the contract amount based on an agreed price list. Once the contract amount is fully used, additional risk information can be purchased at per-item prices, which may be different than those in the original contract. Revenue on these contracts is recognized on a per-item basis as information is purchased and delivered to the customer. If customers do not use the full amount of their contract and forfeit the unused portion, we recognize the forfeited amount as revenue at contract expiration.
Where a data file of risk information is sold with periodic updates to that information, a portion of the revenue related to the updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Revenue related to services, such as monitoring, is recognized ratably over the period of performance.
Sales & Marketing Solutions that provide continuous access to our marketing information and business reference databases may include access or hosting fees which are sold on a subscription basis. Revenue is recognized ratably over the term of the contract, which is typically one year.
Where a data file of marketing information is sold, we recognize revenue upon delivery of the marketing data file to the customer. If the contract provides for periodic updates to that marketing data file, the portion of the revenue related to updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Sales of software that are considered to be more than incidental are recognized in revenue when a noncancelable license agreement has been signed and the software has been shipped and installed, if required.
Revenue from consulting and training services is recognized as the services are performed.
Multiple Element Arrangements
Effective January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition – Multiple-Deliverable Revenue Arrangements,” which amends guidance in Accounting Standards Codification ("ASC") 605-25, “Revenue Recognition: Multiple-Element Arrangements,” on a prospective basis for all new or materially modified arrangements entered into on or after that date. The new standard:
Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated;
Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (“BESP”) of each element if a vendor does not have vendor-specific objective evidence of selling prices (“VSOE”) or third-party evidence of selling price (“TPE”); and
Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method.
We have certain solution offerings that are sold as multi-element arrangements. The multiple element arrangements or deliverables may include access to our business information database, information data files, periodic data refreshes, software and services. We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. Most product and service deliverables qualify as separate units of accounting and can be sold stand-alone or in various combinations across our markets. A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered items. If the arrangement includes a customer-negotiated refund or return right relative to the delivered items, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered item constitutes a separate unit of accounting. The new guidance requires for deliverables with stand-alone value in a multi-element arrangement for which revenue was previously deferred due to undelivered elements not having the fair value of the selling price to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement.
If the deliverable or a group of deliverables meet the separation criteria, the total arrangement consideration is allocated to each unit of accounting based on its relative selling price. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting.
We determine the selling price for each deliverable using VSOE, if it exists, TPE if VSOE does not exist, or BESP if neither VSOE nor TPE exist. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element.
Consistent with our methodology under the previous accounting guidance, we determine VSOE of a deliverable by monitoring the price at which we sell the deliverable on a stand-alone basis to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to us infrequently selling each element separately, not pricing products or services within a set range, or only having a limited sales history. Where we are unable to establish VSOE, we may use the price at which we or a third party sell a similar product to similarly situated customers on a stand-alone basis. Generally, our offerings contain a level of differentiation such that comparable pricing of solutions with similar functionality or delivery cannot be obtained. Furthermore, we are rarely able to reliably determine what similar competitors’ selling prices are on a stand-alone basis. Therefore, we typically are not able to determine TPE of selling price.
When we are unable to establish selling prices by using VSOE or TPE, we establish the BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the solution were sold on a stand-alone basis. The determination of BESP is based on our review of available data points and consideration of factors such as but not limited to pricing practices, our growth strategy, geographies and customer segment and market conditions. The determination of BESP is made through consultation with and formal approval of our management, taking into consideration our go-to-market strategy.
We regularly review VSOE and have a review process for TPE and BESP and maintain internal controls over the establishment and updates of these estimates.
Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information solutions and generally relates to deferral of subscription revenue. Deferred revenue is included in current liabilities in the balance sheet and is subsequently recognized as revenue in accordance with our revenue recognition policies.
We record revenue on a net basis for those sales where we act as an agent or broker in the transaction.
Sales Cancellations. In determining sales cancellation allowances, we analyze historical trends, customer-specific factors and current economic trends. Based on this information, we record an allowance as appropriate.
Restructuring Charges. Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10,” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.
Employee Benefit Plans. We provide various defined benefit plans to our employees as well as healthcare benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.
Income Taxes and Tax Contingencies. In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense.
In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.
Legal Contingencies. We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. In addition, from time-to-time we may be involved in additional matters which could become material and for which we may also establish reserve amounts as discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingly.
Cash and Cash Equivalents. We consider all investments purchased with an initial term to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates market value because of the short maturity of the instruments.
Accounts Receivable and Allowance for Bad Debts. Accounts receivable are recorded at the invoiced amount and do not bear interest. With respect to estimating the allowance for bad debts, we analyze the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends and we record an allowance as appropriate.
Property, Plant and Equipment. Property, plant and equipment are stated at cost, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated using the straight-line method. Buildings are depreciated over a period of 40 years. Equipment, including furniture, is depreciated over a period of three to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improvement. Property, plant and equipment depreciation and amortization expense for the years ended December 31, 2013, 2012 and 2011 was $8.1 million, $11.2 million and $12.3 million, respectively.
Computer Software. We develop various computer software applications for internal use including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (backoffice systems) and systems which we use to deliver our information solutions to customers (customer-facing systems).
We expense costs as incurred during the preliminary development stage which includes conceptual formulation and review of alternatives. Once that stage is complete, we begin the application development stage which includes design, coding and testing. Direct internal and external costs incurred during this stage are capitalized. Capitalization of costs cease when the software is ready for its intended use and all substantial testing is completed. Upgrades and enhancements which provide added functionality are accounted for in the same manner. Maintenance costs incurred solely to extend the life of the software are expensed as incurred.  
We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets.
Internal-use software is tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets).
We also develop software for sale to customers. Costs are expensed until technological feasibility is established after which costs are capitalized until the software is ready for general release to customers. Costs of enhancements that extend the life or improve the marketability of the software are capitalized once technological feasibility is reached. Maintenance and customer support are expensed as incurred.
Capitalized costs of software for sale are amortized on a straight-line basis over the estimated economic life of the software of three years. We continually evaluate recoverability of the unamortized costs, which are reported at the lower of unamortized cost or net realizable value.
The computer software amortization expense for the years ended December 31, 2013, 2012 and 2011 were $46.9 million, $49.2 million and $46.0 million, respectively. As of December 31, 2013 and 2012, we acquired $2.9 million and $4.2 million, respectively, of computer software, which was included in accounts payable and accrued liabilities on the accompanying consolidated balance sheets as of December 31, 2013 and 2012, and was therefore excluded from the consolidated statements of cash flows for the years ended December 31, 2013 and 2012, respectively.
Goodwill and Other Indefinite-Lived Intangible Assets. Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value.
We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment that is a business for which discrete financial information is available and reviewed by a segment manager. Our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Asia Partnerships, Greater China, Australia and India. We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we used projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management.  
In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense.
For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets.
No impairment charges were recognized related to goodwill and indefinite-lived intangible assets for the fiscal years ended December 31, 2013, 2012 and 2011.
Other intangibles, which primarily include customer lists and relationships, trademarks and technology related assets resulting from acquisitions, are being amortized over one to 17 years based on their estimated useful life using the straight-line method. Other intangibles amortization expense for the years ended December 31, 2013, 2012 and 2011 were $15.9 million, $17.3 million and $22.5 million, respectively. Other intangibles are tested for recoverability along with other long-lived assets, excluding goodwill and indefinite-lived intangibles, whenever events or circumstances indicate the carrying value may not be recoverable. See “Impairment of Long-Lived Assets” below.
Future amortization of acquired intangible assets as of December 31, 2013 is as follows:
 
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
$
76.7

 
$
14.8

 
$
12.3

 
$
11.4

 
$
7.6

 
$
6.2

 
$
24.4

Impairment of Long-Lived Assets. Long-lived assets, including property, plant and equipment, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approach.
During the fourth quarter of 2013, we recorded an impairment charge of $31.3 million primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs), as market data is not readily available. Of the $31.3 million impairment charge, $28.6 million was included in "Operating Costs" and $2.7 million was included in "Selling and Administrative Expenses" in our North America segment.
During the fourth quarter of 2013, we also recorded an impairment charge of $1.7 million related to our China Trade Portal ("Portal") asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.
During the first quarter of 2012, we recorded an impairment charge of $12.9 million related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of these intangible assets, prepaid costs and software is zero based on Level III inputs (see “Fair Value of Financial Instruments” below for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the $12.9 million impairment charge, $4.1 million was included in "Operating Costs" and $8.8 million was included in "Selling and Administrative Expenses" in our Asia Pacific segment.
During the fourth quarter of 2011, we recorded an impairment charge of $3.3 million related to the intangible assets acquired from the AllBusiness.com, Inc. (“AllBusiness.com”) acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is zero based on Level III inputs (see “Fair Value Measurements” below for discussion on Level inputs). The impairment charge was included in “Selling and Administrative Expenses” in our North America segment.
During the third quarter of 2011, we recorded an impairment charge of approximately $8.0 million related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be zero. The impairment charge was included in Other Income (Expense) – Net in our Europe and Other International Markets segment.
Foreign Currency Translation. For all operations outside the U.S. where we have designated the local currency as the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using average exchange rates for the year. For those countries where we designate the local currency as the functional currency, translation adjustments are accumulated in a separate component of shareholders’ equity. We recorded foreign currency translation income of $0.1 million, foreign currency translation income of $0.9 million and foreign currency translation expense of $3.1 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Earnings Per Share (“EPS”) of Common Stock. Basic EPS is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted EPS is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted EPS is solely attributable to stock options and restricted stock programs. We use the treasury stock method to calculate the impact of outstanding stock options and restricted stock units.
We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just service. Our performance-based restricted stock units are deemed to be contingently issuable shares.
In addition, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities.
Stock-Based Compensation. Our stock-based compensation programs are described more fully in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K.
The compensation expense of our stock-based compensation programs is calculated by estimating the fair value of each stock-based award at the date of grant. The stock-based compensation expense is recognized over the shorter of the award’s vesting period or the period from the date of grant to the date when retirement eligibility is achieved. In addition, we estimate future forfeitures in calculating the stock-based compensation expense as opposed to only recognizing these forfeitures and the corresponding reductions in expense as they occur.
For stock option awards, the fair value is estimated on the date of grant using the Black-Scholes option valuation model. The Black-Scholes option valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the stock option and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine our expected term assumption using a midpoint scenario that combines our historical exercise data with hypothetical exercise data for our unexercised stock options. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
For restricted stock unit awards which vest based solely on service, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant.
For performance-based restricted stock units which have performance conditions, the fair market value is estimated by using the average of the high and low prices of our common stock on the date of grant. Compensation cost recognized over the performance period is based on the expected outcome of the performance condition. For performance-based restricted stock units which have market conditions, the fair market value is estimated on the date of grant using a Monte Carlo valuation model, which estimates possible outcomes of market conditions. Incorporated into the fair value of these awards is the possibility that the market conditions may not be satisfied. Compensation cost related to awards with market conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been satisfied. The Monte Carlo valuation model requires that we make assumptions about the stock price volatility, dividend yield, expected term of the award and risk-free interest rates. Our expected stock price volatility assumption is derived from the historical volatility of our common stock or for certain awards, a blend of historical volatility and, when available, implied volatility of our common stock. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from date of grant through the end of the performance evaluation period. Our risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
If factors change, we may decide to use different assumptions under our valuation models and our forfeiture assumption in the future, which could materially affect our stock-based compensation expense, operating income, net income and earnings per share.
Financial Instruments. We use financial instruments, including foreign exchange and interest rate-related forward, option and swap contracts, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results.
We recognize all such financial instruments as either assets or liabilities on the balance sheet and measure those instruments at fair value. We do not use derivative financial instruments for trading or speculative purposes.
We use foreign exchange forward and option contracts to hedge certain non-functional currency-denominated intercompany and third-party transactions and to hedge the U.S. dollar equivalent value of certain non-U.S. earnings streams. These foreign exchange forward and option contracts are marked-to-market and the resulting remeasurement gains and losses are recorded as other income or expense. In addition, foreign exchange forward and option contracts are used to hedge certain of our foreign net investments. The gains and losses associated with these contracts are recorded in “Cumulative Translation Adjustment,” a component of shareholders’ equity.
From time-to-time, we use interest rate swap agreements to hedge long-term fixed-rate debt. In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (the “2015 notes”). In November and December 2010, we executed interest rate fair value hedges in the form of interest rate swap agreements in order to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. When executed, we designate the swaps as fair-value hedges and assess whether the swaps are highly effective in offsetting changes in the fair value of the hedged debt. We formally document all relationships between hedging instruments and hedged items, and we have documented policies for managing our exposures. Changes in the fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of interest expense. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Also, from time-to-time, we use interest rate swap agreements to hedge our variable-interest rate debt. In January 2009 and December 2008, we executed interest rate cash flow hedges in the form of interest rate swap agreements in order to mitigate our exposure to variability in cash flows related to future interest rate payments on a designated portion of our variable interest rate borrowings. We defer gains and losses on these derivative instruments in the accumulated other comprehensive income (loss) line of the consolidated balance sheet until the hedged transactions impact our earnings. The hedge accounting effectiveness is monitored on an ongoing basis, and any resulting ineffectiveness will be recorded as gains and losses in earnings in the respective measurement period. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further detail.
In connection with the termination of our former $650 million credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of $0.3 million on October 25, 2011, the $650 million revolving credit facility termination date, and were recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income.
Transaction gains and losses are recognized in earnings in “Other Income (Expense) – Net.” We recorded transaction gains of less than $0.1 million, transaction gains of $1.1 million and transaction losses of $1.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Fair Value Measurements. We account for certain assets and liabilities at fair value. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level Input
 
Input Definition
Level I
 
Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The estimated fair values of financial assets and liabilities and certain non-financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
XML 60 R62.htm IDEA: XBRL DOCUMENT v2.4.0.8
Earnings Per Share - Additional Information (Detail)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Weighted average restricted shares outstanding   11,658 66,495
Stock-based awards to acquire shares of common stock outstanding but not included in computation of diluted earnings per share (in shares) 99,154 1,345,796 1,434,780
Options, expiration period 10 years    
Maximum [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 5 years    
Maximum [Member] | Performance based Restricted Stock Units [Member]
     
Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee 200.00%    
Minimum [Member]
     
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period 3 years    
Minimum [Member] | Performance based Restricted Stock Units [Member]
     
Share Based Compensation Arrangement by Share Based Payment Awards, Equity Instruments Other than Options, Percentage of the Target Award Ultimately Received by employee 0.00%    
EXCEL 61 Financial_Report.xls IDEA: XBRL DOCUMENT begin 644 Financial_Report.xls M[[N_34E-12U697)S:6]N.B`Q+C`-"E@M1&]C=6UE;G0M5'EP93H@5V]R:V)O M;VL-"D-O;G1E;G0M5'EP93H@;75L=&EP87)T+W)E;&%T960[(&)O=6YD87)Y M/2(M+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y M8V9F,S(Y93,B#0H-"E1H:7,@9&]C=6UE;G0@:7,@82!3:6YG;&4@1FEL92!7 M96(@4&%G92P@86QS;R!K;F]W;B!A'!L;W)E&UL;G,Z=CTS1")U&UL;G,Z;STS1")U&UL/@T*(#QX.D5X8V5L5V]R:V)O;VL^#0H@(#QX M.D5X8V5L5V]R:W-H965T5]);F9O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]"86QA;F-E7U-H965T#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G-O;&ED871E9%]3=&%T96UE;G1S7V]F7U-H M83PO>#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I7;W)K#I%>&-E;%=O#I.86UE/D%C8W5M=6QA M=&5D7T]T:&5R7T-O;7!R96AE;G-I=CPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DEN8V]M95]487AE#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/DYO=&5S7U!A>6%B;&5?86YD7TEN9&5B M=&5D;F5S#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE M/D9I;F%N8VEA;%]);G-T#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-A<&ET86Q?4W1O8VL\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I7;W)K#I7;W)K#I.86UE/@T* M("`@(#QX.E=O#I% M>&-E;%=O#I.86UE/DQE87-E7T-O;6UI=&UE;G1S M7V%N9%]#;VYT#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D-O;G1I;F=E;F-I97,\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I%>&-E;%=O#I%>&-E M;%=O#I%>&-E;%=O#I% M>&-E;%=O#I7;W)K M#I%>&-E;%=O#I.86UE/@T*("`@(#QX M.E=O#I%>&-E;%=O M#I.86UE/E)E#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D%C M8W5M=6QA=&5D7T]T:&5R7T-O;7!R96AE;G-I=C$\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D9I;F%N8VEA;%]);G-T#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E M7U-T;V-K7U!L86YS7T5M<&QO>65E7SPO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/DQE87-E7T-O;6UI=&UE;G1S7V%N9%]#;VYT#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U<'!L96UE;G1A;%]&:6YA;F-I86Q?1&%T85]4 M83PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O M#I%>&-E;%=O#I%>&-E M;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D%C8W5M=6QA=&5D7T]T:&5R7T-O;7!R96AE;G-I=C,\+W@Z3F%M M93X-"B`@("`\>#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I7;W)K M#I7;W)K#I%>&-E;%=O#I7;W)K#I7;W)K#I7;W)K#I7;W)K#I7;W)K6EN9U]!;6]U;G1?86YD7T5S=&EM871E M9%\\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I7 M;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E!E;G-I M;VY?86YD7U!O#I7 M;W)K#I%>&-E;%=O M#I%>&-E M;%=O#I.86UE/E!E;G-I;VY?86YD7U!O#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/E!E;G-I;VY?86YD7U!O#I7;W)K#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E!E;G-I;VY?86YD7U!O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I. M86UE/E!E;G-I;VY?86YD7U!O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E7U-T;V-K7U!L86YS7T9A:7)?5F%L M=3PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5M<&QO>65E7U-T;V-K7U!L86YS7U-U;6UA M#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/D5M M<&QO>65E7U-T;V-K7U!L86YS7T-H86YG97-?:3$\+W@Z3F%M93X-"B`@("`\ M>#I7;W)K#I7;W)K#I%>&-E;%=O#I%>&-E;%=O#I.86UE/D-O;G1I;F=E;F-I97-?061D:71I;VYA;%]);F9O#I.86UE M/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-E9VUE;G1?26YF;W)M M871I;VY?061D:71I;VYA;#PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-E9VUE;G1?26YF;W)M871I;VY?1&5T86EL/"]X.DYA;64^ M#0H@("`@/'@Z5V]R:W-H965T4V]U#I%>&-E;%=O#I%>&-E;%=O#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-E9VUE;G1?26YF;W)M871I;VY?4V-H961U;&5?;SPO M>#I.86UE/@T*("`@(#QX.E=O#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E-U<'!L96UE;G1A;%]&:6YA;F-I86Q?1&%T85]0 M#I.86UE/@T*("`@(#QX.E=O#I7 M;W)K#I%>&-E;%=O M#I%>&-E M;%=O#I.86UE/E-U<'!L96UE;G1A;%]&:6YA;F-I M86Q?1&%T85]/=#,\+W@Z3F%M93X-"B`@("`\>#I7;W)K#I% M>&-E;%=O#I%>&-E;%=O#I.86UE/E-U<'!L96UE;G1A;%]& M:6YA;F-I86Q?1&%T85]$93PO>#I.86UE/@T*("`@(#QX.E=O#I%>&-E;%=O#I.86UE/E%U87)T97)L M>5]&:6YA;F-I86Q?26YF;W)M871I;S,\+W@Z3F%M93X-"B`@("`\>#I7;W)K M#I%>&-E;%=O#I.86UE/@T*("`@(#QX.E=O#I7;W)K#I%>&-E;%=O#I!8W1I=F53:&5E=#XP/"]X.D%C=&EV M95-H965T/@T*("`\>#I0#I%>&-E;%=O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA2!);F9O'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)T1.0CQS<&%N/CPO'0^)SQS<&%N/CPO2!#96YT3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)S`P,#$Q,34R,C(\'0^)SQS<&%N/CPO M'0^)RTM,3(M,S$\'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO2!#=7)R96YT(%)E<&]R=&EN9R!3=&%T=7,\+W1D/@T*("`@ M("`@("`\=&0@8VQA'0^)SQS<&%N/CPO2!&:6QE'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W M9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-? M93'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO2!I;B!.970@26YC;VUE(&]F M($%F9FEL:6%T97,\+W1D/@T*("`@("`@("`\=&0@8VQA&5S M/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ,S4N-3QS<&%N/CPO M'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'!E M;G-E*2`H,BD\+W1D/@T*("`@("`@("`\=&0@8VQA2!A='1R:6)U=&5D('1O('-O9G1W87)E M(&%S2!D97!R96-I871E9"!I;B`R,#$R M(&%N9"!T:&4@9&EV97-T:71U"!);F-O;64@*$5X<&5N65A"!I M;F-O;64@*&5X<&5N2P@=VAI8V@@ M:7,@"!);F-O;64@*$5X<&5N65A'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M)SQS<&%N/CPO"!);F-O;64@*$5X<&5N"!);F-O;64@*$5X M<&5N'!E;G-E*3PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M)SQS<&%N/CPO#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)R9N8G-P.R9N8G-P.SQS M<&%N/CPO'0^)SQS<&%N/CPO2!3=&]C:RP@870@8V]S="P@ M-#0N,2!S:&%R97,@870@1&5C96UB97(@,S$L(#(P,3,@86YD(#0P+C8@2`H1&5F:6-I="D\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO2!A='1R:6)U=&%B M;&4@=&\@=&AE('!OF%T:6]N(&]F("0Q,RXX(&UI;&QI;VX@ M86YD("0W+C,@;6EL;&EO;B!AF%T:6]N(&]F("0W."XR(&UI;&QI M;VX@86YD("0W,BXW(&UI;&QI;VX@87,@;V8@1&5C96UB97(@,S$L(#(P,3,@ M86YD(#(P,3(L(')E2X\+W1D/@T*("`@("`@/"]T2!D=64@=&\@=&AE(&YE M9V%T:79E(&EM<&%C="!O9B!F;W)E:6=N(&-U3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-? M.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@ M8VAA2P@4&QA;G0@86YD($5Q M=6EP;65N="P@06-C=6UU;&%T960@1&5P'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U% M5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O M:'1M;#L@8VAA'0^)SQS<&%N/CPO M2!/<&5R871I;F<@06-T M:79I=&EE'0^)SQS<&%N/CPOF%T M:6]N(&]F(%5N"!"96YE9FET(&9R;VT@4W1O8VLM0F%S M960@07=A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO6UE;G0@;V8@1&5B=#PO M=&0^#0H@("`@("`@(#QT9"!C;&%S&-E'0^)SQS<&%N/CPOF%T:6]N(&]F(%!R;W!E M65A2!D=64@=&\@ M;W5R('1H96X@;F]N+7)E8W5R2!) M;G9E$-6(')E;&%T960@65A2!T:&4@4W1R871E9VEC(%1E8VAN;VQO M9WD@26YV97-T;65N="!O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO"!O9B`D,2XY M(&EN(#(P,3(L(&YO('1A>"!I;7!A8W0@,C`Q,RP@,C`Q,3PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO"!-871T97)S/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&@^/'-U M<#X\+W-U<#X\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!; M4F]L;"!&;W)W87)D73PO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E;G-E*2!O9B`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`[0B!P'0M:6YD96YT.C,P<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^169F96-T:79E($IA;G5A'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D M9&EN9STS1#`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`@8V5L;'-P86-I;F<],T0P('-T>6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D M('-T>6QE/3-$=VED=&@Z-S)P>#L@F4Z,3!P=#L^)B,X,C(V.SPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+6)O='1O;3HQ,G!X.W1E>'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M2!M86YA M9V5M96YT('-O;'5T:6]N'0M:6YD96YT.C,P<'@[ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^5VET:&EN(&]U#MT97AT+6%L:6=N M.FQE9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE2!C=7-T;VUE2`Q+"`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`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`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`\+V9O;G0^/&9O;G0@3II;FAE65E#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N M=#HS,W!X.V9O;G0M&5S(&%N9"!487@@0V]N=&EN M9V5N8VEE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@9&5T97)M:6YI;F<@=&%X86)L92!I M;F-O;64@9F]R(&9I;F%N8VEA;"!S=&%T96UE;G0@<'5R<&]S97,L('=E(&UU M"!A;F0@9FEN86YC:6%L('-T871E;65N="!R96-O9VYI M=&EO;B!O9B!R979E;G5E(&%N9"!E>'!E;G-E+B`\+V9O;G0^/"]D:78^/&1I M=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUB;W1T;VTZ,3)P M>#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N M=#HS,W!X.V9O;G0M&%B M;&4@:6YC;VUE+"!W92!D979E;&]P(&%S"!O<&5R871I;F<@:6YC;VUE M+"!T:&4@"!P;&%N;FEN9R!S=')A=&5G:65S+B!4:&5S92!A&%B;&4@:6YC;VUE(&%N9"!A#MT97AT+6%L:6=N.FQE9G0[=&5X="UI M;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!A2!B92!R961U8V5D('1O('1H92!E>'1E;G0@;V8@9&5CF%T:6]N(&]F(&]U M"!E>'!E;G-E(&EN('-U8V@@<&5R:6]D(&%N9"!C;W5L9"!H879E M(&$@"!A#MT97AT+6%L M:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE"!L:6%B:6QI=&EE&5S('=I;&P@8F4@9'5E+B!4:&5S92!T87@@;&EA8FEL:71I M97,@87)E(')E9FQE8W1E9"!N970@;V8@2UF;W)W87)D"!L:6%B:6QI=&EE'!E;G-E('=O=6QD(')E6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MP861D:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7-T>6QE.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY,96=A M;"!#;VYT:6YG96YC:65S+B`\+V9O;G0^/&9O;G0@3II;FAE2!C;W5R2!H87,@8F5E;B!I;F-U2!P;W-S:6)L92P@82!L:6%B:6QI='D@:7,@;F]T(')E8V]R9&5D.R!I M;G-T96%D+"!A;B!E2!O2!E6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP M861D:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F'0M:6YD96YT.C,S<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF M;VYT+7-T>6QE.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY#87-H(&%N9"!# M87-H($5Q=6EV86QE;G1S+B`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`P,#`P M,#MT97AT+61E8V]R871I;VXZ;F]N93L^=&5N/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('EE87)S M+B!,96%S96AO;&0@:6UP2P@<&QA;G0@86YD(&5Q=6EP M;65N="!D97!R96-I871I;VX@86YD(&%M;W)T:7IA=&EO;B!E>'!E;G-E(&9O M65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+"`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`\+V9O;G0^/&9O;G0@3II;FAE M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD-#DN M,B!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE2X@07,@;V8@1&5C96UB97(F(S$V,#LS M,2P@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\ M+V9O;G0^/&9O;G0@3II;FAE6%B;&4@86YD(&%C8W)U960@;&EA8FEL:71I97,@;VX@=&AE(&%C M8V]M<&%N>6EN9R!C;VYS;VQI9&%T960@8F%L86YC92!S:&5E=',@87,@;V8@ M1&5C96UB97(F(S$V,#LS,2P@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O M;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE3II;FAE#MP861D:6YG+71O<#HQ,G!X.W1E>'0M M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M6EN M9R!A;6]U;G0@;V8@=&AE(&=O;V1W:6QL(&%N9"!I;F1E9FEN:71E+6QI=F5D M(&EN=&%N9VEB;&5S(&ES('1E&-E961E9"!T:&4@9F%I#MT97AT+6%L:6=N.FQE9G0[=&5X M="UI;F1E;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!M86YA9V5M96YT+B`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE2X@3W1H97(@:6YT86YG:6)L97,@87)E M('1E'0M:6YD96YT.C,S<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^1G5T=7)E(&%M;W)T:7IA=&EO;B!O9B!A8W%U:7)E9"!I M;G1A;F=I8FQE(&%S3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL M93TS1&QI;F4M:&5I9VAT.C$R,"4[=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.C$P<'0[/CQD:78@'0M M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P M>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT M+7=E:6=H=#IB;VQD.SY4;W1A;#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,30N.#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,3(N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3$N M-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-RXV/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6%L:6=N.FQE9G0[ M=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!E6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HT.'!X.V9O;G0M6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC M;VQO3II;FAE2!A=F%I;&%B;&4@;65A;G,L(&%S(&YE961E9"X@5V4@ M9&5T97)M:6YE9"!T:&%T('1H92!F86ER('9A;'5E(&]F('1H97-E(&%S3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&)A3I4:6UE6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&EM<&%I3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^('=A6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(N-R!M:6QL:6]N/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^('=A'0M:6YD96YT.C0X<'@[ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^1'5R:6YG('1H92!F;W5R=&@@<75A3I4:6UE M6QE.FYO3II;FAE'!E8W1E9"!P&ES=&EN9R!$54Y3(%)E9VES M=&5R960@4V5A;"!P2!A=F%I;&%B;&4N(%1H92!I;7!A M:7)M96YT(&-H87)G92!W87,@:6YC;'5D960@:6X@(D]P97)A=&EN9R!#;W-T M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X M.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(')E;&%T960@=&\@=&AE(&%C M8V]U;G1S(')E8V5I=F%B;&4L(&EN=&%N9VEB;&4@87-S971S+"!P2P@86X@;W!E3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&)A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M('=A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD."XX M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$;&EN92UH M96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HS,W!X.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,RXS(&UI;&QI;VX\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^>F5R;SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!B87-E9"!O;B!,979E;"!)24D@ M:6YP=71S("AS964@)B,X,C(P.T9A:7(@5F%L=64@365A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^1'5R:6YG('1H92!T:&ER9"!Q=6%R=&5R(&]F(#(P,3$L('=E(')E M8V]R9&5D(&%N(&EM<&%I&EM871E;'D@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXD."XP(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!4:&4@:6UP M86ER;65N="!C:&%R9V4@=V%S(&EN8VQU9&5D(&EN($]T:&5R($EN8V]M92`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`Q,BP@:6X@8V]N;F5C=&EO;B!W:71H(&]U'!O"P@=&AE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"!T:&4@ M3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^('=A'!E;G-E*2`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`P,#`P,#MT97AT+61E M8V]R871I;VXZ;F]N93L^)#8U,"!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&-R961I M="!F86-I;&ET>2P@=&AE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,"XS(&UI;&QI;VX\+V9O;G0^/&9O;G0@ M3II;FAE'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M5')A;G-A8W1I;VX@9V%I;G,@86YD(&QO'!E;G-E*2`F M(S@R,3$[($YE="XF(S@R,C$[(%=E(')E8V]R9&5D('1R86YS86-T:6]N(&=A M:6YS(&]F(&QE3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,2XQ(&UI;&QI;VX\+V9O;G0^/&9O M;G0@3II;FAE3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N M9"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!T:')O=6=H(&-O#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`@("`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`@86-Q=6ES:71I;VX@9F]R(&$@9F]R96EG;B!E;G1I M='DN(%1H92!A=71H;W)I=&%T:79E(&=U:61A;F-E(&1O97,@;F]T(&-H86YG M92!T:&4@65A M#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S)P M>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE2`R,#$S+"!T:&4@ M1D%30B!I2!T;R!P'0M:6YD M96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@2F%N=6%R>2`R,#$S M+"!T:&4@1D%30B!IF5D(&1E28C,38P M.S$L(#(P,3,@86YD(&EN=&5R:6T@<&5R:6]D2!I2!F;W(@86QL(&-O;7!A'1087)T7S=D M93AC.&,R7S(Q,S1?-#,Y,U\Y8C9C7V4W.#EC9F8S,CEE,PT*0V]N=&5N="U, M;V-A=&EO;CH@9FEL93HO+R]#.B\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E M-S@Y8V9F,S(Y93,O5V]R:W-H965T'0O:F%V87-C3X-"B`@("`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`\+V9O;G0^/&9O;G0@'0M9&5C;W)A M=&EO;CIN;VYE.R<^,38P/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M<&QO>65E'0M9&5C;W)A=&EO;CIN;VYE.R<^,38P/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M<&QO>65E M2`\+V9O;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN;VYE.R<^,30P/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M<&QO>65E M&ET960@=&AE($-O;7!A;GD@:6X@,C`Q,R!A;F0@87!P2`\+V9O;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN M;VYE.R<^,C`\+V9O;G0^/&9O;G0@3II;FAE M2!I;B`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`P,#`P M,#MT97AT+61E8V]R871I;VXZ;F]N93L^1&5C96UB97(F(S$V,#LS,2P@,C`Q M,CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/BP@=V4@3II;FAE3II;FAE'0M M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS1#`@8V5L M;'-P86-I;F<],T0P('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D('-T>6QE/3-$=VED=&@Z M-S)P>#L@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,36QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE2P@=V5R92!R96-O M2`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXW-C4\+V9O;G0^/&9O;G0@ M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M M<&QO>65E&ET960@=&AE($-O;7!A;GD@:6X@,C`Q,B!A;F0@87!P2`\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M<&QO>65E&ET960@=&AE M($-O;7!A;GD@:6X@,C`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`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`\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5M<&QO>65E2`\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXY-3PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/B!E;7!L;WEE97,@97AI=&5D('1H92!#;VUP86YY(&EN(#(P M,3(N(%1H92!C87-H('!A>6UE;G1S(&9O2!T:&4@=&AI#MT97AT+6%L:6=N.FQE9G0[<&%D9&EN9RUL969T.CF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS1#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^."XS/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`C,#`P,#`P.R<@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C(N-SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`[)B,Q-C`[ M4&%Y;65N=',@9'5R:6YG('1H92!996%R($5N9&5D($1E8V5M8F5R(#,Q+"`R M,#$R/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HQ<'@@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^.2XT/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[)B,Q-C`[0F%L86YC M92!296UA:6YI;F<@87,@;V8@1&5C96UB97(@,S$L(#(P,3,\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-2XX/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`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`@("`\=&%B;&4@8VQA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#$V."XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#$U,2XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#@U,BXQ/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`N.3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@ M,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,CPO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^,C`Q,3PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/CH\+V9O;G0^/"]D M:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z.7!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#MF;VYT+7=E M:6=H=#IB;VQD.SY$971A:6QS($%B;W5T($%C8W5M=6QA=&5D($]T:&5R($-O M;7!R96AE;G-I=F4@26YC;VUE($-O;7!O;F5N=',\+V9O;G0^/"]D:78^/"]T M9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CEP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.7!T.V9O;G0M=V5I9VAT.F)O;&0[/D%M;W5N="!296-L M87-S:69I960@9G)O;2!!8V-U;75L871E9"!/=&AE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CEP M=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CEP=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HQ,G!X.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^3W1H97(@26YC;VUE("A%>'!E;G-E*2`F M(S@R,3$[($YE=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ M<'@@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'!E;G-E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-BXS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,BXP/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^,RXP/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M"`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)O6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3$N-SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA"!$:7-C;&]S=7)E(%M!8G-T M'0^)SQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY);F-O M;64@5&%X97,\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT M.C$R,"4[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE&5S(&-O;G-I'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/C(P,3$\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F%C:V=R;W5N9"UC;VQO6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,CDU+C$\+V9O;G0^/"]D:78^/"]T M9#X\=&0@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.W!A9&1I;F'0M:6YD96YT.BTQ M,G!X.V9O;G0M6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M86QI9VXZF4Z,3!P=#L^-C,N,#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M86QI9VXZF4Z,3!P=#L^,RXQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^.#,N,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3`Y+C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE3II;FAE#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN M;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$ M,"!C96QL#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0X M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF M;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE(%EE87)S($5N9&5D($1E8V5M8F5R M(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^3F]N+54N4RX@5&%X97,\+V9O;G0^/"]D:78^/"]T M9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*#(N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*##MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^3&]S6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^*#(N,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,"XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,"XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0N,CPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C(N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,CDN-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/"]T86)L93X\+V1I=CX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C$P<'0[/CQB6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HQ,G!X.W1E>'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M26YC;VUE('1A>&5S('!A:60@=V5R92`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&9O65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE2X@ M26YC;VUE('1A>&5S(')E9G5N9&5D('=E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD-"XY(&UI;&QI;VX\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O M;G0^/&9O;G0@3II;FAE3II M;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@ M3II;FAE3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D M:6YG+71O<#HQ,G!X.W1E>'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M"!A#MF;VYT+7-I M>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F3I4:6UE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[8F]R9&5R+71O<#HQ<'@@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$S/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^3F5T($1E9F5R"!!#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M&5S(&]N(#PO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L M;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^)#@S,BXS(&UI;&QI M;VX\+V9O;G0^/&9O;G0@3II;FAE2X@061D:71I;VYA M;&QY+"!W92!H879E(&YO="!D971E#MT97AT+6%L:6=N.FQE9G0[ M=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!!<'!R;WAI;6%T96QY(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^ M)#,R+C`@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!O9B!T:&5S92!T87@@8F5N969I M=',@:&%V92!A;B!I;F1E9FEN:71E(&-A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&5X M<&ER97,@870@=F%R:6]U6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXR,#(S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B`\+V9O;G0^/"]D:78^/&1I M=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT M97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXD,C8N."!M:6QL:6]N/"]F;VYT/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\ M+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`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`U+C@@;6EL;&EO;CPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXD,3`P+C<@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,3(P+C$@;6EL M;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/BP@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M:6YD96YT.C!P>#ML M:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`P+C<\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^061D:71I;VYS(&9O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S!P M>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAEF4@86-C"!B96YE9FET3I4:6UE6QE.FYO3II;FAE3I4:6UE6QE.FYO3II;FAE3I4:6UE3II;FAE2X@ M5&AE('1O=&%L(&%M;W5N="!O9B!A8V-R=65D(&EN=&5R97-T(&%S(&]F($1E M8V5M8F5R)B,Q-C`[,S$L(#(P,3,@86YD(#(P,3(@=V%S(#PO9F]N=#X\9F]N M="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN;VYE.R<^)#@N-"!M:6QL:6]N/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!N970@;V8@=&%X(&)E;F5F:71S+"!R97-P96-T:79E;'DN/"]F M;VYT/CPO9&EV/CPO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A6%B;&4@86YD($EN9&5B=&5D;F5S'0^)SQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6%B;&4@86YD($EN9&5B=&5D;F5S6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X="UI;F1E M;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z M.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CEP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D M9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R M;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG'0M86QI9VXZF4Z,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`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`P,#`P,#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,"XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3&]N9RU497)M M($9I>&5D+5)A=&4@3F]T97,@*$YE="!O9B!A("0S+C`@86YD("0S+C4@9&ES M8V]U;G0@87,@;V8@1&5C96UB97(F(S$V,#LS,2P@,C`Q,R!A;F0@,C`Q,BP@ M#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^1F%I#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^0W)E9&ET($9A8VEL:71Y/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C0P+C(\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^3W1H97(\+V9O;G0^/"]D:78^/"]T9#X\=&0@8V]L#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^,"XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUT;W`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`R,#(R M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^("AT:&4@)B,X,C(P.S(P,C(@;F]T97,F(S@R,C$[*2P@ M8F5A&5D(&%N;G5A;"!R871E(&]F(#PO M9F]N=#X\9F]N="!S='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-E;FEO M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXV+C`P)3PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@=VAI8V@@:&%D(&$@;6%T=7)I M='D@9&%T92!O9B`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE3II;FAE'!E;G-E*2`F(S@R,3$[($YE M="8C.#(R,3L@:6X@=&AE(&-O;G-O;&ED871E9"!S=&%T96UE;G0@;V8@;W!E M3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&QE=F5L M3II;FAE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.R<^)#(Y-RXT(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#`N,2!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\ M+V9O;G0^/&9O;G0@3II;FAE3II;FAE#MT97AT+6%L:6=N.FQE9G0[=&5X M="UI;F1E;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.R<^)#(N.2!M:6QL:6]N/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"!R97-P96-T:79E;'DN($EN(&%D9&ET:6]N+"!I;B!C;VYN96-T:6]N('=I M=&@@=&AE(&ES2`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXD,BXU(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^3VX@2F%N=6%R>28C,38P.S,P+"`R,#`X+"!W92!E;G1E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXD-#`P(&UI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE2!R871E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&]N($UA6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^('=A'!E;G-E*2`F(S@R,3$[($YE="8C.#(R,3L@:6X@ M=&AE(&-O;G-O;&ED871E9"!S=&%T96UE;G0@;V8@;W!E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,"XQ(&UI;&QI;VX\+V9O M;G0^/&9O;G0@3II;FAE'!E M;G-E*2`F(S@R,3$[($YE="(@:6X@=&AE(&-O;G-O;&ED871E9"!S=&%T96UE M;G0@;V8@;W!E6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D M:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F#MT97AT+6EN9&5N=#HS M,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD M,S`P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY.;W9E M;6)E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^("@F(S@R,C`[=&AE(#(P M,34@;F]T97,F(S@R,C$[*2P@8F5A&5D M(&%N;G5A;"!R871E(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT M+61E8V]R871I;VXZ;F]N93L^,BXX-S4E/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!P87EA8FQE M('-E;6DM86YN=6%L;'DN(%1H92!P2!O=7(@=&AE;B!O=71S=&%N9&EN9R`\+V9O M;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+"!W:&EC:"!H860@82!M871U2!D871E(&]F(#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^36%R M8V@F(S$V,#LQ-2P@,C`Q,3PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B`H=&AE("8C.#(R,#LR,#$Q M(&YO=&5S)B,X,C(Q.RDN($EN(&-O;FYE8W1I;VX@=VET:"!T:&4@6UE;G0@;V8@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXD,RXW(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE65A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^+B!4:&4@,C`Q-2!N;W1E3II;FAE3II;FAE3II;FAE M#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXD,2XQ(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE&EM871E;'D@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,BXU(&UI M;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE#MT97AT+6EN M9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!4 M:&4@;V)J96-T:79E(&]F('1H97-E(&AE9&=E#MT97AT+6EN9&5N=#HS,G!X M.V9O;G0M3II M;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#`N,R!M M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^('=A'!E;G-E*2`F(S@R,3$[($YE="8C.#(R,3L@:6X@=&AE M(&-O;G-O;&ED871E9"!S=&%T96UE;G0@;V8@;W!E6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE2!A(#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B0P+C4@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!L;W-S(&]N('1H92!F86ER M('9A;'5E(&%D:G5S=&UE;G0@3II;FAE6EN9R!A;6]U;G0@;V8@=&AE M(&AE9&=E9"!D96)T(&%T('1H92!D871E(&]F('1E2`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`R,#$R+"!W92!H860@ M86X@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXD.#`P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SY/8W1O8F5R(#(P,38\ M+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(')E=F]L=FEN9R!C6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SY$96-E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`R,#$R+CPO9F]N=#X\+V1I=CX\ M9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CQD:78@'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M070@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SY$96-E;6)E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T M:79E;'DN(%=E(&)O2!F3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXD,S`P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXD.#`P(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE&5M M<'0@9G)O;2!R96=I3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&1A>7,@9G)O M;2!T:&4@9&%T92!O9B!I2!R961U8V5S('1H92!A;6]U;G0@879A:6QA M8FQE(&9O6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(')E=F]L=FEN9R!C3II;FAE3II;FAE#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6EN M9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,BXV(&UI;&QI;VX\+V9O;G0^/&9O M;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E M;'DN(%1H97)E('=E#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\ M+V9O;G0^/&9O;G0@3II;FAE3II;FAE2X\+V9O M;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN M9RUT;W`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@'0M M9&5C;W)A=&EO;CIN;VYE.R<^)#0Q+C@@;6EL;&EO;CPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A M;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE'0M9&5C M;W)A=&EO;CIN;VYE.R<^1&5C96UB97(F(S$V,#LS,2P@,C`Q,SPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!R97-P96-T:79E;'DN/"]F;VYT/CPO9&EV/CPO9&EV/CQS<&%N M/CPO7!E.B!T M97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE M860^#0H@("`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`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`P(&UI;&QI M;VX\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SY.;W9E;6)E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^("@F(S@R,C`[=&AE(#(P,34@;F]T97,F M(S@R,C$[*2X@26X@3F]V96UB97(@86YD($1E8V5M8F5R(#(P,3`L('=E(&5N M=&5R960@:6YT;R!I;G1E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,3(U M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE MF5D('1H92!G86EN(&]R(&QO#MP861D:6YG+71O M<#HQ,G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M26X@36%R8V@@,C`Q,BP@:6X@8V]N;F5C=&EO;B!W:71H(&]U'!O"P@=&AE(&EN=&5R97-T M(')A=&4@9&5R:79A=&EV97,@9&ES8W5S3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXD-2XP(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE65A#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M&EM871E;'D@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXD,"XX(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAEF5D(&%S(&%N(&]F M9G-E="!T;R`F(S@R,C`[26YT97)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&]F(&%M;W)T:7IA=&EO;B!W87,@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^1&5C96UB97(F(S$V,#LS,2P@,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@3II;FAE3II;FAE#MT97AT M+6EN9&5N=#HS,G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXD-2XX(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^1&5C96UB97(F(S$V,#LS,2P@,C`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`R,#`X+"!W92!E;G1E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD-#`P(&UI;&QI;VX\+V9O;G0^/&9O;G0@ M3II;FAE2!R871E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&]N($UAF5D('!O3II;FAE65A3II;FAE65A M3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+B`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I M9VAT.C$R,"4[<&%D9&EN9RUB;W1T;VTZ,3)P>#MP861D:6YG+71O<#HQ,G!X M.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@2F%N M=6%R>2`R,#`Y(&%N9"!$96-E;6)E3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DL M(&%N9"!D97-I9VYA=&5D('1H97-E(&EN=&5R97-T(')A=&4@&ES=&EN9R`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`\+V9O;G0^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DN(#PO9F]N=#X\ M+V1I=CX\9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+6)O M='1O;3HQ,G!X.W!A9&1I;F#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M3II;FAE3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^.R`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.R!A;F0@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#$W+C,@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#$X+C8@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M M9&5C;W)A=&EO;CIN;VYE.SXR,#$Q/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B!5;G)E86QI>F5D M(&=A:6YS(&%N9"!L;W-S97,@87-S;V-I871E9"!W:71H('1H97-E(&-O;G1R M86-T3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXD,"XT(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE2P@870@1&5C96UB97(@,S$L(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT M97AT+61E8V]R871I;VXZ;F]N93L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/CL@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,"XQ M(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"!R97-P96-T:79E;'DL(&%T($1E8V5M8F5R(#,Q+"`\+V9O;G0^ M/&9O;G0@3II;FAE3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$Q/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^+B`@/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#MF;VYT+7=E:6=H=#IB;VQD.SY&86ER(%9A;'5E6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@3II;FAE#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S@R,3([/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@3II;FAE#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S@R,3([/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z.'!T.W1E M>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.W1E>'0M86QI9VXZ M8V5N=&5R.SY/=&AE6QE/3-$9F]N="US:7IE.CAP=#MT97AT+6%L:6=N.F-E M;G1EF4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MT97AT+6%L:6=N.F-E;G1E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HQ<'@@'0M86QI9VXZ3II;FAE6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z.'!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.W1E>'0M86QI9VXZ8V5N=&5R.SY#=7)R96YT)B,Q-C`[3&EA8FEL:71I M97,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG'0M86QI M9VXZ3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/D1E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG'0M86QI9VXZ3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M3II;FAE#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXF(S@R,3([/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXP+C0\+V9O;G0^/"]D:78^/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^,"XT/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[;V8F(S$V,#M'86EN)B,Q-C`[;W(\+V9O;G0^/"]D:78^ M/&1I=B!S='EL93TS1'1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M-W!T.V9O;G0M=V5I9VAT.F)O;&0[/BA,;W-S*28C,38P.U)E8VQA6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.C=P=#L^/&9O;G0@3II;FAE MF4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C=P=#MF;VYT+7=E:6=H=#IB;VQD M.SXH169F96-T:79E(%!O6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[:6X\+V9O M;G0^/"]D:78^/&1I=B!S='EL93TS1&9O;G0M6QE/3-$9F]N="US:7IE.C=P=#MT97AT+6%L:6=N.F-E;G1EF4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C=P=#MF;VYT+7=E:6=H=#IB;VQD.SXH26YE9F9E8W1I M=F4F(S$V,#M0;W)T:6]N)B,Q-C`[86YD/"]F;VYT/CPO9&EV/CQD:78@F4Z-W!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z-W!T.V9O;G0M=V5I9VAT.F)O;&0[/D%M;W5N="8C,38P.T5X8VQU M9&5D)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.C=P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C=P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.C=P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C=P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.C=P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z-W!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C=P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z-W!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C=P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T.SXF M(S@R,3([/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@F4Z-W!T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z-W!T.SY.;VXM3W!EF4Z-W!T.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T.SY);F-O;64F(S$V M,#LH17AP96YS97,I)B,Q-C`[)B,X,C$Q.R8C,38P.TYE=#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R M;W5N9"UC;VQO6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M3II;FAE"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A M9&1I;F#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D M:78^/"]T9#X\=&0@8V]L6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY'86EN(&]R("A,;W-S*2!296-O9VYI>F5D(&EN($EN M8V]M92!O;B!$97)I=F%T:79E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/D1E'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E9A;'5E($AE9&=I;F<\+V9O;G0^/"]D M:78^/&1I=B!S='EL93TS1'1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E)E;&%T:6]N#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/DQO8V%T:6]N/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(')O=W-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@8V]LF4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<^/&1I=B!S='EL93TS1'1E>'0M M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O M;&0[/D9O#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M)R!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(')O=W-P86X],T0R('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(&-O;'-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SY,;V-A=&EO;CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!R;W=S<&%N M/3-$,B!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0W(')O=W-P86X],T0R('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@ M=&AE(%EE87(@16YD960@1&5C96UB97(@,S$L/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$S M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#L^)B,Q-C`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXP+C@\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@"!S;VQI9"`C,#`P M,#`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`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXH,"XU/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$ M<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z M;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$9F]N="US:7IE.C$P M<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY$97)I=F%T:79EF4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@F4Z,3!P=#L^ M/&9O;G0@3II;FAEF5D)B,Q-C`[:6XF(S$V,#M);F-O;64F(S$V,#MO;B8C,38P M.T1E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SY&;W(@=&AE(%EE87(@16YD960@1&5C96UB97(@,S$L/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F%C:V=R;W5N9"UC;VQO6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI M9"`C,#`P,#`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`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`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`\+V9O;G0^/&9O;G0@'0M M9&5C;W)A=&EO;CIN;VYE.R<^1&5C96UB97(F(S$V,#LS,2P@,C`Q,CPO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BP@86YD(&EN9&EC871EF5D(&)Y('5S M('1O(&1E=&5R;6EN92!S=6-H(&9A:7(@=F%L=64N($QE=F5L(&EN<'5T2!A=71H;W)I=&%T:79E(&=U:61A;F-E+"!A6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3&5V96PF(S$V,#M)23PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2!T:')O=6=H(&-O#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`Z,3)P>#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!L979E;"!A="`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#L@'0M86QI9VXZF4Z,3!P=#L^,"XT/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXH,2D\+V9O;G0^/"]D M:78^/"]T9#X\=&0@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^0V%S:"!E M<75I=F%L96YT6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D('-T>6QE/3-$=VED M=&@Z-#!P>#L@#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SY0#MT97AT+6EN9&5N=#HS,G!X.V9O;G0M2!L979E;"!A="`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY"86QA;F-E(&%T($1E8V5M8F5R)B,Q M-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`R,#$R+"!T:&4@9F%IF5D(&%S($QE=F5L($E)(&EN('1H92!F86ER('9A;'5E(&AI97)A2DL M(&%R92!A6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0W('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.7!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$R/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.7!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#MF M;VYT+7=E:6=H=#IB;VQD.SY&86ER(%9A;'5E/"]F;VYT/CPO9&EV/CQD:78@ MF4Z.7!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#MF M;VYT+7=E:6=H=#IB;VQD.SXH07-S970I)B,Q-C`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`P,#`[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PP-#8N-3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PP-3DN,SPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`R,#`X(&EN=F5S M=&UE;G0@:6X@82!R97-E87)C:"!A;F0@9&5V96QO<&UE;G0@9&%T82!F:7)M M(&%S(&$@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^>F5R;SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BX@5&AE(&EM<&%I'0O:F%V87-C3X-"B`@("`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`L,#`P+#`P,#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!S:&%R M97,L('!A'0M M9&5C;W)A=&EO;CIN;VYE.R<^)#`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`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`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`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C8P+C,\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,C8P+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P M,#`P,#`[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MB;W)D97(M=&]P.C-P M>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-#@N.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M86QI9VXZF4Z,3!P=#L^,"XT/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY796EG M:'1E9"!!=F5R86=E($YU;6)E6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HS<'@@ M9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HS M<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@ M(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XR.#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HS<'@@ M9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^4W1O M8VLM8F%S960@87=A3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-H87)E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXQ M+#0S-"PW.#`\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O M;G0@3II;FAE3II;FAE2P@8G5T('=E2!S=&]C:R!M971H;V0L(')E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB M;VQD.SY&;W(@=&AE(%EE87)S($5N9&5D($1E8V5M8F5R(#,Q+#PO9F]N=#X\ M+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E!R;V=R86T\+V9O;G0^/"]D:78^/"]T M9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0V('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXD)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`N,3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.SXQ+#@Q-2PX.#@\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXH82DH8BD\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.SY297!U65E(%-T;V-K(%!U#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^.38R+#8X-CPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#L^*&,I)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.SXY-2XP/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#L^,S4T+#`T-CPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^*&,I)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXR-RXY/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXU.2XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#L^5&]T86P@4F5P=7)C:&%S97,\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#L^-"PU,#@L,3DY/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`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`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z.'!T.SXT,C`N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#L^-BPX,S6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V M,#LF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.SXU,#@N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#L^,BPV,3,L-S`Q/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXQ.#4N-#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE6QE/3-$=VED=&@Z-#!P>#L@F4Z,3!P M=#L^*&$I/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.FQE9G0[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^26X@075G=7-T(#(P,3(L(&]U3II;FAE&ES=&EN9R`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`L,3$X/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-H87)E M6QE/3-$)W!A9&1I M;FF4Z,3!P=#LG/CQT6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z M+3)P>#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M3II;FAE3II;FAE2`\+V9O;G0^/&9O;G0@3II;FAE7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T M<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@ M8VAA'0^)SQD:78@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6%L:6=N M.FQE9G0[=&5X="UI;F1E;G0Z,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MT97AT+6EN9&5N M=#HS-G!X.V9O;G0M65E65E65E)B,X M,C$W.W,@86YN=6%L(&-O;7!E;G-A=&EO;BX@5&AE('!E2!T;R!A(')E=&ER96UE M;G0@86-C;W5N="!R86YG960@9G)O;2`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('1O(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^ M,3(N-24\+V9O;G0^/&9O;G0@3II;FAE65A2!R871E(&]R(&5Q=6EV86QE;G0@2!A;F0@9G5N9&5D M(&EN(&%C8V]R9&%N8V4@=VET:"!T:&4@26YT97)N86P@4F5V96YU92!#;V1E M+B!$=7)I;F<@,C`Q,"P@:6X@8V]N:G5N8W1I;VX@=VET:"!A(&1E=&5R;6EN M871I;VX@;&5T=&5R(')E=FEE=RP@=V4@=7!D871E9"!C97)T86EN('!O#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2UA&EM871E;'D@/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MC;VQO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`\+V9O;G0^/&9O;G0@3II;FAEF%T:6]N(%!L86X@*'1H92`F(S@R,C`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`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.7!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3(\ M+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE2`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`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`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`N.#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,34N.3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*#`N,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PR-#@N,3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,36QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,RXP/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0MF4Z,3!P=#L^4&QA;B!087)T:6-I<&%N="!#;VYT6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3`N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,2PT-3$N-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,2PS,3@N.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X M,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8U M,RXS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+7)I9VAT.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY0;W-T#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY!="!$96-E;6)E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAEF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,2PX,30N-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`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`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`\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M4')I;W(@4V5R=FEC92!#;W-T("A#6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+7)I9VAT.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M3II;FAE#MT97AT+6%L:6=N.FQE M9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!T:&4@8F%L86YC97,@ M:6X@=&AE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%N9"`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`D/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXT+C@@;6EL;&EO;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!O9B!D969E'1E;G0@:70@ M97AC965D3II;FAE'!E;G-E(&5A8V@@>65A2P@=&AE(&%M;W)T:7IA=&EO;B!P97)I;V1S(')A;F=E(&9R;VT@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^;FEN93PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C$P<'0[/B!T;R`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('EE M87)S(&9O6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^('1O(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E M8V]R871I;VXZ;F]N93L^,S$\+V9O;G0^/&9O;G0@3II;FAE65AF%T:6]N('!E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXQ,2XV(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O M;G0@3II;FAE3II;FAE2X@5&AE(&%C='5A2`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^('EE87)S+B`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I M9VAT.C$R,"4[<&%D9&EN9RUT;W`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0MF4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY06QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/D9O6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`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`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`N,CPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^*#DN,3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#$Q+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H M=#HR<'@[<&%D9&EN9RUT;W`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CEP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`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`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#L@'0M86QI9VXZF4Z,3!P=#L^*#`N,SPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#`N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S(')O=W-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG/CQD:78@F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E M:6=H=#IB;VQD.SY0;W-T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#(N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0U('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY0;W-T#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-"XT,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RXV-#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,RXQ.#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-2XY-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^0V%S:"!"86QA;F-E($%C M8V]U;G0@26YT97)E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,"XY-R4O,RXU,"4O-"XV,"4\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(#PO9F]N=#X\+V1I=CX\9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN M9&5N=#HS,W!X.V9O;G0M3II;FAE3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXR,#$Q/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^.B`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS M1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6%L:6=N M.FQE9G0[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D M9&EN9RUT;W`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0X('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB M;VQD.SY0;W-T#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[,S$L M(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N M93L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\ M+V9O;G0^/&9O;G0@3II;FAE3II;FAE2P@9F]R('1H92!5+E,N M(%%U86QI9FEE9"!0;&%N+"!O=7(@<')I;F-I<&%L('!E;G-I;VX@<&QA;BX@ M1F]R('1H92!Y96%R(&5N9&5D($1E8V5M8F5R)B,Q-C`[,S$L(#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^,C`Q-#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[/BP@=V4@=VEL;"!A<'!L>2!A(#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z M(S`P,#`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`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`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A;F0@/"]F;VYT M/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE#MT97AT+6%L:6=N.FIU#MT97AT+6%L:6=N.FQE9G0[=&5X="UI M;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`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`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`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P+C$\+V9O;G0^/"]D M:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3@P+C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^-3@P+C`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`R+C8\+V9O;G0^/"]D:78^/"]T9#X\=&0@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O M=W-P86X],T0Q/CQD:78@'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C M,#`P,#`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-RXS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,2PT-3$N-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`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`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY!3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN M9&5N=#HQ,G!X.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3`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`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`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`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`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`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`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`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`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`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3$X+C@\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-S8U+C(\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,S0N.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$R M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^0F5G:6YN:6YG($)A;&%N8V4@870@2F%N=6%R>2`Q/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,S@N.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,S0N.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`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`@=&\@/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXQ,"4\+V9O;G0^/&9O;G0@3II;FAE2!B92!I M;G9E6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+6)O='1O;3HQ,G!X.W1E>'0M:6YD96YT.C,V<'@[9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^5V4@:&%V92!F;W)M86QL>2!I9&5N=&EF:65D('1H92!P'!E8W1E9"!T;R!E>&-E960@=&AE(')A=&4@;V8@:6YF;&%T M:6]N+B!);G1E&5D(&EN8V]M92!I;G-T'!E8W1E9"!T;R!P2!T;R!M965T(&QI<75I9&ET>2!R97%U:7)E;65N=',N/"]F;VYT M/CPO9&EV/CQD:78@#MT97AT+6%L:6=N.FQE9G0[ M9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE.FET86QI8SL^06QL;V-A M=&EO;G,@/"]F;VYT/CPO9&EV/CQD:78@#MT97AT M+6EN9&5N=#HS-G!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXT,B4\+V9O;G0^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXV,B4\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(')E86P@97-T871E("AR86YG92!O9B`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^('1O(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT M+61E8V]R871I;VXZ;F]N93L^-B4\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ M,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M#MT97AT+6%L:6=N.F-E;G1EF4Z,3!P=#L^/&1I M=B!S='EL93TS1'!A9&1I;F#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0U('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0U('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY487)G970@07-S970@06QL;V-A M=&EO;G,\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3(\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$ M)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&]T86P\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`P/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`D/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,"!M:6QL:6]N/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^('1O(&]U&EM871E;'D@)#PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^-"!M M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^('1O(&]U6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&-O;G1R:6)U=&EO;B!T;R!T:&4@52Y3 M+B!1=6%L:69I960@4&QA;B!I;B!F:7-C86P@,C`Q,R!T;R!S871I6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$T/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(')E;&%T960@=&\@=&AE(#(P,3,@86YD(#PO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L M;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^,C`Q-#PO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!P;&%N('EE87)S+B`@5V4@9&\@;F]T(&5X<&5C="!T;R!M86ME(&%N M>2!C;VYT3II;FAE M3II;FAE65AF4Z-W!T M/G-T/"]S=7`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`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`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RXX/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^,3$S+CD\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RXU/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`Q.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$R/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^365D:6-A M;"`H,2D\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-BXU/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C M,#`P,#`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`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`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`@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`C M,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3`N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3(N-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$R/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O M=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$Q/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[)B,Q-C`[4F5S=')I8W1E9"!3=&]C:R!5;FET6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-"XS/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD:78@'0M M:6YD96YT.C,S<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE($1U;B8C,38P M.R9A;7`[($)R861S=')E970@0V]R<&]R871I;VX@,C`P.2!3=&]C:R!);F-E M;G1I=F4@4&QA;B`H)B,X,C(P.S(P,#D@4TE0)B,X,C(Q.RD@86YD(#(P,#`@ M1'5N)B,Q-C`[)F%M<#L@0G)A9'-T#MT M97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAEF5D('1H92!I M3II;FAE2!S:&%R97,@=&AA="!W M97)E(')E;6%I;FEN9R!A;F0@879A:6QA8FQE(&9O28C,38P.S4L(#(P,#D@;W(@=&AA="!B96-O;64@879A M:6QA8FQE(&9O'!I6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR M,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M+"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE M.SXT+#8W.2PS,#D\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M('-H87)E'0M:6YD M96YT.C,S<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3VX@36%Y)B,Q-C`[,BP@ M,C`P-RP@;W5R('-H87)E:&]L9&5R6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXS,#`L,#`P/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-H87)E6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C M;W)A=&EO;CIN;VYE.SXW,#`L,#`P/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-H87)E6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A M=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`\+V9O;G0^ M/&9O;G0@3II;FAE3II;FAE M65A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('1O M(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/C(P,"4\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II M;FAE65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^='=O M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^('EE87(@86YD(#PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/G1H6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^('EE87(@<&5R9F]R;6%N8V4@<&5R:6]D+B!4:&4@97AP96YS92!F M;W(@=&AE6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HY-"XV,S0Q-#8S-#$T-C,T)3MB;W)D M97(M8V]L;&%P#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG M+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0MF4Z,3!P=#L^4FES:RUF#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-SDN-3`\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`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`\ M+V9O;G0^/&9O;G0@3II;FAE3II;FAE2X\ M+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D M9&EN9RUT;W`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[)B,Q-C`[1W)A;G1E9#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-#(L,S8X/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3(P+#`P.#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE2X\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z-G!X.W1E>'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HS,W!X.V9O;G0M3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`Z,3!P>#L^/'1A8FQE(&-E;&QP M861D:6YG/3-$,"!C96QL#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`Q+C`T/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`N-S<\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P M,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR M<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)##MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`\+V9O;G0^/&9O;G0@'0M9&5C;W)A M=&EO;CIN;VYE.R<^)#0N."!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O M;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN;VYE.R<^ M)#4N.2!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!R97-P96-T:79E;'DN(#PO9F]N M=#X\+V1I=CX\9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+71O<#HV<'@[=&5X="UA;&EG;CIL969T.W1E>'0M:6YD96YT.C,S<'@[9F]N M="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^0V%S:"!R96-E:79E9"!F&5R M8VES92!O9B!$)F%M<#M"('-T;V-K(&]P=&EO;G,@9F]R('1H92!Y96%R(&5N M9&5D($1E8V5M8F5R)B,Q-C`[,S$L(#(P,3,@=V%S(#PO9F]N=#X\9F]N="!S M='EL93TS1"=F;VYT+69A;6EL>3I4:6UE6QE.FYO6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+B!4:&4@97AP96-T960@=&%X(&)E;F5F:70@87-S M;V-I871E9"!W:71H('1H92!T87@@9&5D=6-T:6]N(&9R;VT@=&AE(&5X97)C M:7-E(&]F('-T;V-K(&]P=&EO;G,@=&]T86QE9"`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`[($)R861S=')E970@0V]R<&]R871I;VX@ M,C`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`\+V9O;G0^/&9O;G0@3II;FAE65A6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O;G0^ M/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXD,RXY(&UI;&QI;VX\ M+V9O;G0^/&9O;G0@3II;FAE7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`P,#`P,#MT97AT M+61E8V]R871I;VXZ;F]N93L^='=O/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^9FEV93PO9F]N M=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.C$P<'0[/BUY96%R(')E;F5W86P@;W!T:6]N2!A M;'-O('-E'!I3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II M;FAE3II;FAE65A2X@5&AE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,CDN-B!M:6QL M:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,S`N.2!M:6QL:6]N/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&9O65A6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR M,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^+"`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`R M,#$U+B!792!R971A:6X@=&AE(')I9VAT('1O(&5X=&5N9"!T:&5S92!A9W)E M96UE;G1S(&9O3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('EE87)S(&%F M=&5R('1H92!E>'!I2!I;F9R87-T2!F=6YC=&EO M;G,@:6X@=VAI8V@@:70@:7,@8F]T:"!P97)F;W)M86YC92!A;F0@9FEN86YC M:6%L;'D@8F5N969I8VEA;"X@5&AE7!I8V%L(&%D:G5S=&UE;G1S(&1U92!T;R!C:&%N9V5S(&EN('9O;'5M M92P@:6YF;&%T:6]N(&%N9"!I;F-R96UE;G1A;"!P6UE;G1S(&]V97(@=&AE2`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE'0M:6YD96YT.C,S<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@36%Y M(#(P,3$L('=E('-I9VYE9"!A(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT M97AT+61E8V]R871I;VXZ;F]N93L^9FEV93PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BUY96%R(&1E M=F5L;W!M96YT(&%N9"!S=7!P;W)T(&%G&EO;2!T M;R!P2!B96YE9FEC:6%L+B`@ M/"]F;VYT/CPO9&EV/CQD:78@'0M:6YD96YT.C,S M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5V4@:6YC=7)R960@8V]S=',@;V8@ M87!P2`\+V9O;G0^/&9O;G0@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"`\+V9O M;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^('5N9&5R(&%L;"!O9B!!8WAI;VT@86=R965M96YT6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO M;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`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`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`@;6EL;&EO;CPO9F]N=#X\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@ M86YD(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/B0X(&UI;&QI;VX\+V9O;G0^/&9O;G0@3II;FAE3II;FAE3II;FAE6UE;G1S('1O($-#34<@;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+B`\+V9O;G0^/"]D:78^ M/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC M;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXD,3`@;6EL;&EO M;CPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C$P<'0[/B!F;W(@=&AE('EE87)S(&5N9&5D($1E8V5M8F5R)B,Q M-C`[,S$L(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E8V]R871I M;VXZ;F]N93L^,C`Q,SPO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/BP@/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$R/"]F;VYT/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%N9"`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K M9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3`Y+C<\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3V)L:6=A=&EO M;G,@=&\@3W5T#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`@("`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`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`R,#$R+"!.:6-H M;VQA'!R97-S M(&-O;G-E;G0@;V8@=&AE(&-A;&QE9"!P87)T>2X@5&AE(%1#4$$@<')O=FED M97,@9F]R('-T871U=&]R>2!D86UA9V5S(&]F(#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z M(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^)#4P,#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/B!P97(@=FEO;&%T:6]N+"!W:&EC:"!M87D@8F4@=')E8FQE9"!T;R`\+V9O M;G0^/&9O;G0@3II;FAE2!V:6]L871E9"!T:&4@5$-002X@4&QA:6YT M:69F('-O=6=H="!T;R!B2!F2`Q-BP@ M,C`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`@5&AE(&-O;7!L M86EN="!A;&QE9V5S('1H870@=&AE($-O;7!A;GD@8G)E86-H960@=&AE($-O M;6UE2`S,"P@,C`Q,"!I;B!C;VYN96-T:6]N('=I=&@@1$)# M0R8C.#(Q-SMS(&%C<75I2!B M2!J=61G;65N="X@(%1H92!#;VUP;&%I;G0@ M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E M>'0M86QI9VXZ:G5S=&EF>3MT97AT+6EN9&5N=#HS-G!X.V9O;G0M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HQ,G!X.V9O;G0M2!#;W)P;W)A=&EO;B!3 M86QE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.FQE M9G0[<&%D9&EN9RUL969T.C0X<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT M+7-T>6QE.FET86QI8SMF;VYT+7=E:6=H=#IB;VQD.SY/)F%M<#M2($-O;G-T M'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3VX@ M1&5C96UB97(@,3,L(#(P,3(L('!L86EN=&EF9B!/)F%M<#M2($-O;G-T2!O9B!D86UA9V5S(&%N M9"!E<75I=&%B;&4@2`Q."P@,C`Q,RP@=&AE M($-O;7!A;GD@9FEL960@82!M;W1I;VX@=&\@9&ES;6ES2!F:6QE9"!A(&YE=R!M;W1I;VX@=&\@9&ES;6ES2!F M:6QE9"!A(&UO=&EO;B!T;R!D:7-M:7-S('1H92!304,N($]N($IA;G5A2!T:&5O2!A;G-W97)E9"!T:&4@4T%#+B`@5VET:"!R96=A&-H86YG960@:6YI=&EA;"!D:7-C;&]S=7)E M2!H M87,@8F5G=6XN($%S('1H92!#;VUP86YY(')E8V5N=&QY(&9I;&5D(&ET2!P;W-S:6)L92!O6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S9P>#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MT97AT+6EN9&5N M=#HS-G!X.V9O;G0M2!# M;W)P;W)A=&EO;B`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`@/&AE860^#0H@("`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`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`@8V5L;'-P86-I;F<],T0P('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D('-T>6QE/3-$ M=VED=&@Z-S)P>#L@6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C(V.SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MT97AT+6%L:6=N.FQE9G0[<&%D9&EN9RUL969T.C6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS M1#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,38T+C@\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-#@P+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S(N M.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-C@N M.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-34N M,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@ M'0M86QI9VXZF4Z,3!P=#L^-#DY+C,\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#8R+C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q M/CQD:78@#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#$R-RXT/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-#(T+C@\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'!E;G-E*2`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,SDV M+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,S8X+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XX/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`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`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HR-'!X.V9O;G0M#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZF4Z,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BXR/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HR-'!X.V9O;G0M6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^-BXW/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZF4Z,3!P=#L^-#4N-CPO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-C6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-#6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CQD:78@'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$<&%D9&EN M9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L M.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#IA=71O.VUA'0M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I M9VAT.F)O;&0[/D%T($1E8V5M8F5R(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CPO M='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MT97AT+6EN9&5N=#HT.'!X.V9O;G0M6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY' M;V]D=VEL;"`H-2DZ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^-3@Y+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-C$Q+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3DX+C0\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.7!T.SX\8G(@8VQE87(],T1N;VYE+SX\+V9O;G0^/"]D M:78^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL6QE/3-$;&EN92UH M96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z+3)P>#L^ M/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#MT97AT+6EN9&5N=#HM,38N M-C1P>#L^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P M)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE(%EE M87)S($5N9&5D($1E8V5M8F5R(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R M+71O<#HQ<'@@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SXR,#$S/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3$\+V9O M;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`R,#$R('=A2!A(&9U;F-T:6]N(&]F('1I;6EN9RP@ M=VAI;&4@=&AE(&EN8W)E87-E(&EN(&-O;7!U=&5R('-O9G1W87)E('=A#MT97AT+6%L:6=N.FQE9G0[<&%D9&EN9RUL969T M.C(T<'@[=&5X="UI;F1E;G0Z-#AP>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE3I4:6UE M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`R,#$R M('=A2!T'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,C1P>#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`R,#$S(&9R;VT@/"]F M;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE2!D=64@=&\@86X@:6YC'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,C1P>#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE6QE/3-$ M=VED=&@Z,C1P>#L@#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M(&%T($1E8V5M8F5R(#,Q+"`R,#$S(&9R;VT@/"]F;VYT/CQF;VYT('-T>6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#MC;VQO3II;FAE2!D=64@=&\@=&AE(&YE9V%T:79E(&EM<&%C="!O9B!F;W)E:6=N(&-U M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HX<'@[<&%D9&EN9RUL969T.C(T<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M1V]O9'=I;&P@:6X@07-I82!086-I9FEC(&EN8W)E87-E9"!T;R`\+V9O;G0^ M/&9O;G0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.3`V+C,\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[,S$L(#(P,3,@9G)O;2`\+V9O;G0^/&9O;G0@2!A;F0@2!C:&%I;BD@:6X@;W5R($YO M6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R)B,Q-C`[,S$L(#(P M,3(N(%1H:7,@:7,@<')I;6%R:6QY(&%T=')I8G5T86)L92!T;R!T:&4@;F5G M871I=F4@:6UP86-T(&]F(&9O6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF M;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CEP=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N M=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$ M)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW M:61T:#HQ,#`E.V)O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D9O6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R M=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.V)A8VMG"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY!6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A M9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^4FES:R!-86YA9V5M96YT(%-O;'5T:6]N6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,3DU+C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.R<@ M'0M86QI9VXZF4Z,3!P=#L^,C0Q+CD\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,C0S+C0\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PP-#'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,2PV-34N,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`E/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@'0M9&5C;W)A=&EO;CIN;VYE.R<^,SDE/"]F;VYT/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('1O(&]U M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9O;&QO M=VEN9R!T86)L92!R97!R97-E;G1S($1I=F5S=&5D(&%N9"!/=&AE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.7!T.V9O;G0M=V5I9VAT.F)O;&0[/D9O6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X M,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HY.2XX,#4P-C@R,C8Q,C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R+71O<#HQ M<'@@F4Z.'!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H M=#IB;VQD.SXR,#$R/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3$N-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,SF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C@N.3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY!="!$96-E;6)E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-2XW/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-C@N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M-C8N,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`C,#`P M,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3$\+V9O;G0^/"]D M:78^/"]T9#X\+W1R/CQT#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!-871T97)S("@Q*3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XX/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*##MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R M/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M1V%I;B`H3&]S#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'!E;G-E*2`F(S@R,3$[ M($YE="`H-"D\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR M<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)A8VMG"!S M;VQI9"`C,#`P,#`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`@8V5L;'-P86-I;F<],T0P('-T>6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D('-T M>6QE/3-$=VED=&@Z,S9P>#L@#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MT97AT+6%L:6=N.FQE9G0[<&%D9&EN9RUL969T.C,V M<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS1#`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`Z M.'!X.W1E>'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z-#)P>#MT97AT+6EN M9&5N=#HM-#)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HT<'@[=&5X="UA M;&EG;CIL969T.W!A9&1I;F'0M:6YD96YT.BTT,G!X M.V9O;G0MF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC M96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY' M;V]D=VEL;#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3(W+C8\+V9O M;G0^/"]D:78^/"]T9#X\=&0@"!S M;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5W)I=&4M;V9F6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T'0M86QI9VXZ M8V5N=&5R.V9O;G0MF4Z,3!P=#L^*#4I("`@("`@0V]M<'5T97(@ M4V]F='=AF4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS M1#`@8V5L;'-P86-I;F<],T0P('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S M($YE=R!2;VUA;CL@9F]N="US:7IE.C$P<'0[)SX\='(^/'1D('-T>6QE/3-$ M=VED=&@Z,S9P>#L@#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,S9P>#MT97AT+6EN9&5N M=#HM,S9P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M:6YD96YT M.BTS-G!X.V9O;G0M2!D=64@=&\@=&AE M(&EM<&%C="!O9B!F;W)E:6=N(&-U'0M:6YD96YT.BTS-G!X M.V9O;G0MF4Z,3!P=#L^*#@I("`@("`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^061D:71I;VYS(#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z M,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-#4N-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CQD:78@#MT97AT+6%L:6=N.FQE9G0[<&%D M9&EN9RUL969T.C,R<'@[=&5X="UI;F1E;G0Z+3,R<'@[9F]N="US:7IE.C$P M<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*#$P*2`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`Z-G!X.W1E>'0M86QI9VXZ;&5F=#MP861D:6YG+6QE M9G0Z,S)P>#MT97AT+6EN9&5N=#HM,S)P>#MF;VYT+7-I>F4Z,3)P=#L^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3,I("`@1'5R:6YG('1H92!Y96%R(&5N9&5D($1E M8V5M8F5R(#,Q+"`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`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`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`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`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`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`Q+"`R,#$Q/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S@N,SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0O:F%V87-C3X-"B`@("`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`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY& M;W(@=&AE(%1H#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/DUA#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY*=6YE(#,P+#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY3 M97!T96UB97(@,S`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^0V]N#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.W1E>'0M:6YD96YT.C$X<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^0V]R<&]R M871E(&%N9"!/=&AE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#$T+C8\+V9O;G0^/"]D:78^/"]T9#X\=&0@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3(N M.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-S4N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`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`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,2XT-CPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,2XX.3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,2XY.#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^-BXV,3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.W!A9&1I;F'0M:6YD96YT.BTQ,G!X M.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XR.3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,2XY-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B M;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D M;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M"!D;W5B;&4@(S`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZF4Z,3!P=#L^,S`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^0V]N M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.W1E M>'0M:6YD96YT.C$X<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^07-I82!086-I M9FEC/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XV M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@ M'0M86QI9VXZF4Z,3!P=#L^-2XQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XQ/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^-"XW/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.W1E>'0M:6YD96YT.C$X<'@[9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^175R;W!E(&%N9"!/=&AE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,30N,CPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,30N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^,36QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C(N-SPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-C@N.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P,#`P.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI9VXZF4Z,3!P=#L^-C0N,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-38N-3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,3)P>#MT97AT M+6EN9&5N=#HM,3)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-C,N M-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^.38N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`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`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,2XR,3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,2XW-SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,BXR,CPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^-BXT-SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.W!A9&1I;F'0M:6YD96YT.BTQ,G!X M.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XS,CPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,BXR,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M0V%S:"!$:79I9&5N9',@4&%I9"!097(@0V]M;6]N(%-H87)E/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D;W5B M;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B M;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P M.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/"]T'0M:6YD96YT.BTS,G!X.V9O;G0M M6QE/3-$=VED=&@Z M,S-P>#L@#L^/&9O;G0@3II;FAE M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF5S('1H92!C;VUP;VYE;G1S(&]F('1H92`F(S@R,C`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#DN-CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#L@ M'0M86QI9VXZF4Z,3!P=#L^*#(N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`C M,#`P,#`P.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUR M:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$V+C8\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE(%1H#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F'0M M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O M;&0[/DUA#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY*=6YE(#,P+#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY397!T96UB97(@,S`L/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R M(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`P,#`P,#MP M861D:6YG+7)I9VAT.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+7)I9VAT.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS1#`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`@07,@82!R97-U;'0L('=E(')E8V]R9&5D(&$@<')E M+71A>"!G86EN(&]F(#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P,#`P,#MT97AT+61E M8V]R871I;VXZ;F]N93L^)#`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`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`P.2P@86YD(&9O3I4:6UE6QE.FYO'0M9&5C;W)A=&EO;CIN;VYE.R<^)#(@;6EL;&EO;CPO9F]N=#X\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P M<'0[/B!I;B!O<&5R871I;F<@:6YC;VUE+B`\+V9O;G0^/"]D:78^/&1I=B!S M='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE2`R,#$R+"!W92!C;VUP;&5T960@=&AE('-A;&4@;V8@=&AE M(&1O;65S=&EC('!O6QE.FYO3II;FAE'0M9&5C;W)A=&EO M;CIN;VYE.R<^)#,N,"!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&EN(")/=&AE3I4 M:6UE6QE.FYO6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^4VEM=6QT86YE;W5S;'D@=VET:"!C M;&]S:6YG('1H:7,@=')A;G-A8W1I;VXL('=E(&5N=&5R960@:6YT;R!A(#PO M9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C$P<'0[8V]L;W(Z(S`P,#`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`R,#$R+"!W M92!C;VUP;&5T960@=&AE('-A;&4@;V8@06QL0G5S:6YE6QE.FYO3II;FAE'0M9&5C;W)A M=&EO;CIN;VYE.R<^)#`N-"!M:6QL:6]N/"]F;VYT/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&EN(")/=&AE M2`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`@("`\ M=&%B;&4@8VQA'0^)SQS<&%N/CPO6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY3=6)S97%U96YT($5V96YT M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP M861D:6YG+71O<#HV<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7-T>6QE M.FET86QI8SL^1&EV:61E;F0@1&5C;&%R871I;VX\+V9O;G0^/"]D:78^/&1I M=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z-G!X.W1E M>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@/"]F;VYT M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY&96)R M=6%R>2`R,#$T/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!W92!A<'!R;W9E9"!T:&4@9&5C;&%R M871I;VX@;V8@82!D:79I9&5N9"!O9B`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SYF M:7)S=#PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.C$P<'0[/B!Q=6%R=&5R(&]F(#PO9F]N=#X\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z M(S`P,#`P,#MT97AT+61E8V]R871I;VXZ;F]N93L^,C`Q-#PO9F]N=#X\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[ M/BX@5&AI3II;FAE3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN;VYE.SY&96)R M=6%R>28C,38P.S(U+"`R,#$T/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+CPO9F]N=#X\+V1I=CX\ M9&EV('-T>6QE/3-$;&EN92UH96EG:'0Z,3(P)3MT97AT+6EN9&5N=#HS,G!X M.V9O;G0M#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE3II;FAE M2`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`P-RTR,#`Y($E24R!!=61I=#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B`\+V9O;G0^ M/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[<&%D9&EN9RUT M;W`Z-G!X.W1E>'0M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M3VX@2F%N=6%R>2`Q-2P@,C`Q-"P@=V4@969F96-T:79E;'D@65A2`\+V9O;G0^/&9O;G0@3II;FAE2!A(')E9'5C M=&EO;B!O9B!A<'!R;WAI;6%T96QY(#PO9F]N=#X\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B0R,B!M:6QL:6]N M/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&9O"!A;&QO8V%T:6]N(&%G7!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+6)O M='1O;3HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O M;G0M'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3W5R M(%1R861I=&EO;F%L(%-A;&5S("9A;7`[($UA#MT97AT+6%L:6=N.FQE M9G0[=&5X="UI;F1E;G0Z,S!P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF5R)B,X-#@R.R`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`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`[05-5)B,X,C(Q.RD@,C`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`[5%!%)B,X,C(Q.RD[(&%N9"`\+V9O;G0^/"]D:78^ M/"]T9#X\+W1R/CPO=&%B;&4^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL M6QE/3-$=VED=&@Z-C5P>#L@F4Z,3!P=#L^)B,X,C(V.SPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE2!D969E M6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MP861D:6YG+6)O='1O;3HQ,G!X.W!A9&1I;F'0M:6YD96YT.C,S<'@[9F]N="US:7IE.C$P M<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^268@=&AE(&1E;&EV97)A8FQE(&]R(&$@9W)O=7`@;V8@9&5L M:79E2!O9B!A M;F]T:&5R('5N:70@;V8@86-C;W5N=&EN9RX@/"]F;VYT/CPO9&EV/CQD:78@ M#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z M,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE&ES="X@4F5V96YU92!A M;&QO8V%T960@=&\@96%C:"!E;&5M96YT(&ES('1H96X@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P M>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE2P@;F]T('!R:6-I;F<@<')O9'5C=',@;W(@2X@5VAE2!S96QL(&$@2!S M:71U871E9"!C=7-T;VUE2!A8FQE('1O(')E;&EA8FQY(&1E=&5R;6EN92!W:&%T('-I;6EL87(@ M8V]M<&5T:71O2!A#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M#MP861D:6YG+71O M<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M M#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT M+6EN9&5N=#HS,W!X.V9O;G0M#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@#MT M97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT M+6EN9&5N=#HS,W!X.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^26X@9&5T97)M:6YI;F<@F4@:&ES=&]R:6-A;"!T6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/CQD:78@'0M:6YD96YT.C,S<'@[9F]N="US M:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^(#PO9F]N=#X\+V1I=CX\9&EV('-T>6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F M=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M&ET(&]R($1I#MP861D:6YG+71O M<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M M2!A#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ M;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M&ET('!L86XN M(%=E(')E87-S97-S('1H92!E>'!E8W1E9"!C;W-T('1O(&-O;7!L971E('1H M92!E>&ET(&]R(&1I#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HS,W!X.V9O;G0M2!!4T,@-#(P+3$P+B!);FAE2!S:6=N:69I8V%N=&QY(&9R M;VT@86-T=6%L(&-O6]N9"!O=7(@8V]N=')O;"X@5V4@=VEL;"!C M;VYT:6YU92!T;R!R979I97<@=&AE('-T871U2!B87-I65E($)E;F5F:70@4&QA;G,\+W1D/@T*("`@("`@("`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`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`@("`@(#QT9"!C;&%S'0^)SQD:78@#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HS,W!X.V9O;G0M#MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT M97AT+6EN9&5N=#HS,W!X.V9O;G0M2P@<&QA;G0@86YD(&5Q=6EP;65N="!T:&%T(&AA=F4@8F5E;B!I;7!A M:7)E9"!F;W(@=VAI8V@@=&AE(&-A2P@<&QA;G0@86YD(&5Q=6EP;65N="!A3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^('1O(#PO9F]N=#X\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C$P<'0[8V]L;W(Z(S`P M,#`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`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ M8V5N=&5R.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP M861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`Q,"P@ M=V4@:7-S=65D('-E;FEO3II;FAE2!E9F9E8W1I=F4@:6X@;V9F'!O M'!E;G-E+B!4:&4@:&5D9V4@ M86-C;W5N=&EN9R!E9F9E8W1I=F5N97-S(&ES(&UO;FET;W)E9"!O;B!A;B!O M;F=O:6YG(&)A'0M M:6YD96YT.C,R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^26X@36%R8V@@,C`Q M,BP@:6X@8V]N;F5C=&EO;B!W:71H(&]U'!O"P@=&AE6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"!T:&4@3II;FAE6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('=A'!E;G-E*2`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`H:6X@96ET:&5R(&-A&EM:7IE('1H92!U M6QE/3-$;&EN92UH96EG:'0Z,3(P M)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN M9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#MM87)G:6XM;&5F=#IA=71O.VUA6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY,979E;"!);G!U=#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^3&5V96P@24E)/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^56YO8G-E2!I;B!W:&EC:"!L:71T;&4@;W(@ M;F\@;6%R:V5T(&1A=&$@97AI6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI M9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M2X@26X@2!W:71H:6X@=VAI M8V@@=&AE(&9A:7(@=F%L=64@;65A6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ M,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M2P@=&AE(&5S=&EM871E2!N;W0@;F5C97-S87)I;'D@8F4@:6YD:6-A=&EV92!O9B!A;6]U;G1S M('=E(&-O=6QD(')E86QI>F4@:6X@82!C=7)R96YT(&UA3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E M-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E M.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAAF%T:6]N+"!#;VYS;VQI9&%T:6]N(&%N9"!0'0^)SQS<&%N/CPO'0^)SQD:78@#MP861D M:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,G!X M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MC;VQO M'0M9&5C;W)A=&EO;CIN;VYE.SXR,#$S/"]F;VYT/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&ES(&%S(&9O;&QO=W,Z/"]F;VYT/CPO9&EV/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.7!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CEP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO9&EV/CQS<&%N/CPO7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^)SQS M<&%N/CPO6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V M,#L\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[ M9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT M;W`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[)B,Q-C`[0F%L86YC92!296UA:6YI;F<@87,@;V8@ M2F%N=6%R>2`Q+"`R,#$Q/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.2XT/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,3F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[)B,Q-C`[4&%Y;65N=',O4&5N M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`C M,#`P,#`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`C,#`P,#`P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[)B,Q-C`[0VAA#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^."XR/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M"!S;VQI9"`C,#`P,#`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`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^-"XV/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE M/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CQT86)L92!C96QL<&%D9&EN9STS1#`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`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`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#$U,2XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#@U,BXQ/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C`N.3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P M=#LG/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE3II;FAE3II;FAE'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY! M;6]U;G0@4F5C;&%S#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^4V5L;&EN9R!A;F0@061M:6YI#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^,S`N-3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[)B,Q-C`[)B,Q-C`[)B,Q-C`[3&]S6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3W1H97(@ M26YC;VUE("A%>'!E;G-E*2`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`C M,#`P,#`P.V)O6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,C`N.3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'1087)T7S=D93AC.&,R7S(Q,S1?-#,Y M,U\Y8C9C7V4W.#EC9F8S,CEE,PT*0V]N=&5N="U,;V-A=&EO;CH@9FEL93HO M+R]#.B\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,O5V]R M:W-H965T'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA"!$:7-C;&]S=7)E(%M!8G-T6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@'0M:6YD96YT.C,P<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M26YC;VUE(&)E9F]R92!P'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN M92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F M=#IA=71O.VUA'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE(%EE87)S($5N9&5D($1E M8V5M8F5R(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S$Y+C4\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@"!S;VQI9"`C,#`P M,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^3F]N+54N4RX\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MP861D:6YG+6QE9G0Z,3)P>#MT97AT+6EN9&5N=#HM,3)P>#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE&5S+"!A;F0@17%U:71Y(&EN($YE="!);F-O;64@;V8@069F M:6QI871E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,SDV+C`\+V9O M;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M&5S/"]T9#X-"B`@("`@ M("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-C,N,#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RXQ/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q M/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M"!0#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZF4Z,3!P=#L^.#,N,3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O M='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,3`Y+C(\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0^)SQD:78@#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE'0M:6YD96YT.C!P>#ML:6YE+6AE M:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D M:6YG/3-$,"!C96QL#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0X('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY&;W(@=&AE(%EE87)S($5N9&5D($1E M8V5M8F5R(#,Q+#PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*##MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3&]S6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^,"XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C M,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S0N,CPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,C(N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[)3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,CDN-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`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`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`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`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`C,#`P,#`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`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE"!0;W-I=&EO;G,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,"XU/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,3`U+C@\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA3I4 M:6UE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV<'@[=&5X="UI;F1E;G0Z M,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CEP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN M9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L M.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG'0M86QI9VXZF4Z,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`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`P,#`P,#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XR/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^3&]N9RU497)M($9I M>&5D+5)A=&4@3F]T97,@*$YE="!O9B!A("0S+C`@86YD("0S+C4@9&ES8V]U M;G0@87,@;V8@1&5C96UB97(F(S$V,#LS,2P@,C`Q,R!A;F0@,C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A3I4 M:6UE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ.'!X.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.SXF(S$V,#L\+V9O;G0^/"]D:78^ M/&1I=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[9F]N="US:7IE.C$P<'0[ M/CQD:78@'0M:6YD96YT.C!P M>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A8FQE M(&-E;&QP861D:6YG/3-$,"!C96QL'0M86QI9VXZ;&5F M=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D%S6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`R,#$S/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E M8V5M8F5R(#,Q+"`R,#$R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R(#,Q+"`R,#$S/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D1E8V5M8F5R(#,Q M+"`R,#$R/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z.'!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.W1E M>'0M86QI9VXZ8V5N=&5R.SY"86QA;F-E(%-H965T/"]F;VYT/CPO9&EV/CQD M:78@F4Z.'!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.W1E>'0M86QI9VXZ8V5N=&5R.SY,;V-A=&EO;CPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^1F%I6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`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`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.SXF(S@R,3([/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG'0M86QI9VXZ3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HQ<'@@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S@R,3([/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SY$97)I=F%T:79E6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXP+C0\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ M<'@@6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#L^,"XT/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)O6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^,"XT/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXP+C0\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O M=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`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`[;V8F(S$V,#M'86EN)B,Q-C`[;W(\+V9O;G0^/"]D:78^/&1I=B!S='EL M93TS1'1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T.V9O;G0M M=V5I9VAT.F)O;&0[/BA,;W-S*28C,38P.U)E8VQA6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.C=P=#L^/&9O;G0@3II;FAEF4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.C=P=#MF;VYT+7=E:6=H=#IB;VQD.SXH169F96-T M:79E(%!O6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[:6X\+V9O;G0^/"]D:78^ M/&1I=B!S='EL93TS1&9O;G0M6QE M/3-$9F]N="US:7IE.C=P=#MT97AT+6%L:6=N.F-E;G1EF4Z M-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C=P=#MF;VYT+7=E:6=H=#IB;VQD.SXH26YE9F9E8W1I=F4F(S$V,#M0 M;W)T:6]N)B,Q-C`[86YD/"]F;VYT/CPO9&EV/CQD:78@F4Z-W!T.W1E>'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T M.V9O;G0M=V5I9VAT.F)O;&0[/D%M;W5N="8C,38P.T5X8VQU9&5D)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.C=P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.C=P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.C=P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M-W!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.C=P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.C=P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z-W!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.C=P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@F4Z-W!T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T.SY. M;VXM3W!EF4Z-W!T.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z-W!T.SY);F-O;64F(S$V,#LH17AP96YS M97,I)B,Q-C`[)B,X,C$Q.R8C,38P.TYE=#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXD/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE3II;FAE6QE/3-$;&EN92UH96EG:'0Z M,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&1I=B!S='EL93TS1'!A9&1I;F#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@8V]L6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<^/&1I=B!S='EL93TS1'1E>'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D9O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(')O M=W-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(&-O;'-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY, M;V-A=&EO;CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!R;W=S<&%N/3-$,B!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^)B,Q-C`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXP+C@\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN M:&5R:70[9F]N="US:7IE.CAP=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z.'!T.SXH,"XU/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL M969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A M9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA M;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$9F]N="US:7IE.C$P<'0[/CQF;VYT M('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF M;VYT+7=E:6=H=#IB;VQD.SY$97)I=F%T:79EF4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&9O M;G0@3II;FAE'0M M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAEF5D)B,Q-C`[:6XF(S$V,#M);F-O;64F(S$V,#MO;B8C,38P.T1E6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`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`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`E.V)O#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD M:78@F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#MF;VYT+7=E:6=H=#IB;VQD.SY"86QA;F-E(&%T($1E8V5M8F5R)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH M96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY M.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY1=6]T960F(S$V,#M06QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/F9O M'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[ M/D%S#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O M;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US M:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE'0M M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O M;&0[/E5N;V)S97)V86)L93PO9F]N=#X\+V1I=CX\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAEF4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD M.SXH3&5V96PF(S$V,#M)24DI/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.V9O;G0M=V5I9VAT.F)O;&0[/D)A;&%N8V4@870@1&5C96UB97(F(S$V,#LS M,2P@,C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY&86ER(%9A;'5E M/"]F;VYT/CPO9&EV/CQD:78@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SXH07-S970I)B,Q M-C`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#8V+C4\+V9O M;G0^/"]D:78^/"]T9#X\=&0@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`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`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C4X+C4\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MB;W)D97(M=&]P.C-P>"!D;W5B;&4@ M(S`P,#`P,#LG(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#4N-CPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`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`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R M;W5N9"UC;VQO#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MB;W)D97(M=&]P.C-P M>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C-P>"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BXT M,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R M9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C-P M>"!D;W5B;&4@(S`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0V('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL M93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E M:6=H=#IB;VQD.SXD)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`N,3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXY-2XP/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^,S4T+#`T-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^*&,I)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXR-RXY/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.SXU M.2XS/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`N M,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^-BPX M,S6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P M,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T M.SXU,#@N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z.'!T.SX\ M9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP M=#L^,BPV,3,L-S`Q/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`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`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.SXQ.#4N-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`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`L,3$X/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('-H87)E6QE/3-$)W!A9&1I;F6QE/3-$;&EN92UH96EG:'0Z,3(P M)3MF;VYT+7-I>F4Z,3!P=#MP861D:6YG+6QE9G0Z+3)P>#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE3II;FAE3II;FAE M2`\ M+V9O;G0^/&9O;G0@3II;FAE7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\ M:'1M;#X-"B`@/&AE860^#0H@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@F4Z.7!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[ M9F]N="US:7IE.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY0;W-T#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.CEP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#`N-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$R+CD\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^-"XW/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P M86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O M=W-P86X],T0Q/CQD:78@'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT M9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1F%I#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^16UP;&]Y97(@0V]N=')I8G5T:6]N#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*#$U+CD\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^169F96-T(&]F($-H86YG97,@:6X@ M1F]R96EG;B!#=7)R96YC>2!%>&-H86YG92!2871E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-RXQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O M;3HR<'@[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^*#(W+C0\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#(W+C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CEP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X M,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^*#(R+C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^06-C6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^*#$V+C0\+V9O;G0^/"]D:78^/"]T9#X\=&0@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#8U,RXS M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#(W+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^3B]!/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,3)P>#MT97AT M+6EN9&5N=#HM,3)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE M/3-$;W9E6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^06-T=6%R M:6%L($QO6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^.3(P+C,\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2PQ M-S$N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XY M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$S M+C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE6QE M/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG M:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I M;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HY.2XP,C4S-#$Q M,S`V,#0R.24[8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.W1E>'0M86QI9VXZ M;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,S8X+C(\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,2PY-#4N-3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE M(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T'0^)SQD:78@'0M86QI9VXZ;&5F=#MT97AT M+6EN9&5N=#HS,W!X.V9O;G0M6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`N,CPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I M=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#DN,3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO M#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^*#$Q+C`\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN M9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0W('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.7!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CEP=#MF;VYT+7=E:6=H=#IB;VQD.SY0;W-T#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z.7!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#MF M;VYT+7=E:6=H=#IB;VQD.SY!="!$96-E;6)E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.7!T.V9O M;G0M=V5I9VAT.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT M#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MP861D:6YG+6QE9G0Z,3)P>#MT97AT+6EN9&5N=#HM,3)P>#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`R M,#$S(&%N9"`D*#,N,2D@:6X@,C`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`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`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`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`@:6X@,C`Q,R!A M;F0@)#`N,"!I;B`R,#$R/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,"XQ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M'0^)SQD:78@#MT97AT+6%L:6=N M.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MT97AT+6%L:6=N.F-E;G1EF4Z,3!P=#L^/&1I M=B!S='EL93TS1'!A9&1I;F6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P M.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,S8N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P M,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M'0^)SQD:78@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI M;F1E;G0Z,S-P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#MC;VQO'0M9&5C;W)A=&EO;CIN M;VYE.SXR,#$S/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@3II;FAE3II;FAE'0M:6YD M96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^ M/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^3B]!/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^3B]!/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`Z,3)P>#MT97AT+6%L:6=N.FQE9G0[ M9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT M;W`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0X('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY0 M;W-T#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT M97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY!3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q/CQD:78@ MF4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`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`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`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,S(N-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`P+C$\+V9O;G0^/"]D:78^/"]T M9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P M86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A M9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@ M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^4F5A;"!%#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@ M'0M86QI9VXZF4Z,3!P=#L^,BXT/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C0Q+C$\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,2PQ-S$N-SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D M97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`\+V9O;G0^/"]D:78^/&1I=B!S='EL93TS1&QI;F4M M:&5I9VAT.C$R,"4[<&%D9&EN9RUT;W`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HQ,G!X.V9O;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`T+C8\+V9O;G0^/"]D:78^/"]T9#X\=&0@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.W1E>'0M:6YD96YT M.C$R<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&]T86P@0V]M;6EN9VQE9"!& M=6YD#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HQ,G!X.V9O;G0M M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M6QE/3-$=&5X="UA;&EG;CIL969T.W!A9&1I;F'0M M:6YD96YT.BTQ,G!X.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0MF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,2PS,3@N.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/"]T2!O9B!#:&%N9V5S(&EN($9A:7(@5F%L=64@;V8@86QL(%!L86YS)R!, M979E;"!)24D@07-S971S/"]T9#X-"B`@("`@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE M9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O M;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB M;VQD.SY!#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT M.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^-34\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-3(\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^-#4\+V9O;G0^/"]D:78^/"]T9#X\=&0@#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^4F5A;"!%#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`P/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE'0^)SQD:78@ M#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P>#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MT97AT+6%L:6=N.F-E;G1EF4Z,3!P=#L^ M/&1I=B!S='EL93TS1'!A9&1I;F'0M86QI9VXZ M;&5F=#LG/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R M.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,3$P+C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE M/3-$;W9E6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C`Q-CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,C`Q-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$=&5X="UA;&EG;CIR M:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^,C`Q.2`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,3`N,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T'0^)SQD:78@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,W!X.V9O;G0M65A M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BXP/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`E/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&EN(#(P,C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P M86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N M="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY);F-R96%S93PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`Z,3!P>#L^/'1A8FQE(&-E M;&QP861D:6YG/3-$,"!C96QL#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#@U+C0X/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'0M86QI9VXZ;&5F=#MT97AT M+6EN9&5N=#HS,W!X.V9O;G0M2!T:&4@879E6EE;&0@8W5R=F4@:6X@969F96-T(&%T('1H92!T:6UE(&]F M(&=R86YT+B`\+V9O;G0^/"]D:78^/"]D:78^/'-P86X^/"]S<&%N/CPO=&0^ M#0H@("`@("`\+W1R/@T*("`@("`@/'1R(&-L87-S/3-$6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I M>F4Z,3!P=#LG/CQD:78@'0M:6YD96YT.C!P M>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#L@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S4N.#<\+V9O;G0^ M/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1F]R9F5I=&5D(&]R(&5X<&ER960\+V9O M;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^3W5T#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`Q M+#0S.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#L@'0M86QI9VXZF4Z,3!P=#L^,C(N,3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^5&AE(&9A:7(@=F%L=64@;V8@96%C:"!S=&]C:R!O<'1I;VX@87=A M6QE/3-$;&EN M92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HQ,G!X.W1E>'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$<&%D9&EN9RUL969T M.C!P>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I M;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#MM87)G:6XM;&5F=#IA=71O.VUA'0M M86QI9VXZ;&5F=#LG/CQT6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O M;&0[/C(P,3,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`H:6X@>65A6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,BXU-24\+V9O;G0^ M/"]D:78^/"]T9#X\+W1R/CQT#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA M;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#(Q+C4W/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+71O<#HV<'@[=&5X="UA;&EG;CIL969T.W1E>'0M:6YD96YT.C,S<'@[9F]N M="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^17AP96-T960@2!A'!E8W1E M9"!D:79I9&5N9"!Y:65L9"!A'!E8W1E9"!T97)M(&%S&5R8VES92!D871A('=I=&@@:'EP;W1H971I8V%L(&5X97)C M:7-E(&1A=&$@9F]R(&]U6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#LG/CQD:78@#MT97AT+6%L:6=N.FQE9G0[=&5X="UI;F1E;G0Z,S-P M>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY3=&]C:R!/<'1I M;VYS($]U='-T86YD:6YG/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ M8V5N=&5R.V9O;G0M&5R8VES86)L93PO9F]N=#X\+V1I=CX\+W1D/CPO M='(^/'1R/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R M.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI M9VXZ8V5N=&5R.V9O;G0M6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[/CQF;VYT('-T M>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT M+7=E:6=H=#IB;VQD.SY3:&%R97,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.C$P<'0[ M/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY796EG:'1E9"!!=F5R86=E($5X97)C M:7-E(%!R:6-E(%!E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUL969T.C)P>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUL969T.C)P M>#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ MF4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[)B,Q-C`[1F]R9F5I=&5D/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/&1I=B!S='EL93TS M1"=F;VYT+69A;6EL>3I4:6UE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O<#HV M<'@[=&5X="UA;&EG;CIL969T.W1E>'0M:6YD96YT.C,S<'@[9F]N="US:7IE M.C$P<'0[/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^5&AE('1O=&%L('-T;V-K+6)A'!E;G-E(&%N9"!E>'!E8W1E9"!T87@@8F5N969I="!F;W(@=&AE('EE M87)S(&5N9&5D($1E8V5M8F5R(#,Q+"`\+V9O;G0^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^+"`\+V9O;G0^/&9O;G0@3II;FAE M6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^+"!A;F0@/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,C`Q,3PO9F]N=#X\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY M.FEN:&5R:70[9F]N="US:7IE.C$P<'0[/B!A'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X],T0Q M/CQD:78@F4Z.'!T M.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE M.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SXR,#$Q/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)B,Q-C`[ M4F5S=')I8W1E9"!3=&]C:R!5;FET6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N M9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D M9&EN9RUT;W`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`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`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`[)B,Q-C`[4W1O8VL@3W!T:6]N#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^,2XT/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG M+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE M/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'!E8W1E M9"!487@@0F5N969I=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,RXW/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6UE;G0@87=A6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF M;VYT+7-I>F4Z,3!P=#LG/CQD:78@'0M:6YD96YT.C,V<'@[9F]N="US:7IE.C$P<'0[/CQF;VYT('-T>6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&5X M<&5NF5D(&]N(&$@9W)A M9&5D+79E#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`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`R M-24[8F]R9&5R+6-O;&QA<'-E.F-O;&QA<'-E.W1E>'0M86QI9VXZ;&5F=#LG M/CQT#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^)B,Q-C`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[)B,Q-C`[1F]R M9F5I=&5D/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`\+V9O;G0^/"]D:78^/&1I M=B!S='EL93TS1&QI;F4M:&5I9VAT.C$R,"4[=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT M;W`Z,3!P>#L^/'1A8FQE(&-E;&QP861D:6YG/3-$,"!C96QL6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E M:6=H=#IB;VQD.SY#;VYT#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`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`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`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`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`@("`\=&%B M;&4@8VQA'0^)SQD:78@'0M86QI9VXZ;&5F=#LG/CQT#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0Q,2!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP M861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH M97)I=#MF;VYT+7-I>F4Z.'!T.SXF(S$V,#L\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@8V]L#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^,38T+C@\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,C0S+C0\+V9O M;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,2PV-#8N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^1&EV97-T960@86YD($]T:&5R($)U#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R M.SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,3@N-SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3$R+C(\+V9O;G0^/"]D:78^ M/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC M;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-#(T+C@\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M'!E;G-E*2`F(S@R,3$[($YE=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!C M;VQS<&%N/3-$,B!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#0Q+C$\+V9O M;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,SDV+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,S6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,S8X+C$\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O M=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-2XX/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C M:V=R;W5N9"UC;VQO#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#L@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,BXR/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG M'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XY/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.V)A8VMG6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BXR M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q M/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HR-'!X.V9O;G0M M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^-BXW/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)A8VMG"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#4N-CPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E'0M86QI9VXZF4Z,3!P=#L^-C6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-#6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S='EL93TS M1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HT.'!X.V9O;G0M6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD M.SY';V]D=VEL;"`H-2DZ/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^-3@Y+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A M9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^-C$Q+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ8V5N M=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3$\ M+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`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`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`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+7)I9VAT.C)P>#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`R,#$R('=A2!A(&9U;F-T:6]N(&]F('1I;6EN M9RP@=VAI;&4@=&AE(&EN8W)E87-E(&EN(&-O;7!U=&5R('-O9G1W87)E('=A M#MT97AT+6%L:6=N.FQE9G0[<&%D9&EN9RUL M969T.C(T<'@[=&5X="UI;F1E;G0Z-#AP>#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE3I4 M:6UE6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`R M,#$R('=A2!T'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,C1P>#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`R,#$S(&9R;VT@ M/"]F;VYT/CQF;VYT('-T>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2 M;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE2!D=64@=&\@86X@:6YC'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,C1P>#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE6QE M/3-$=VED=&@Z,C1P>#L@#L^/&9O;G0@3II;FAE'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^(&%T($1E8V5M8F5R(#,Q+"`R,#$S(&9R;VT@/"]F;VYT/CQF;VYT('-T M>6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z M,3!P=#MC;VQO3II;FAE2!D=64@=&\@=&AE(&YE9V%T:79E(&EM<&%C="!O9B!F;W)E:6=N M(&-U6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG M+71O<#HX<'@[<&%D9&EN9RUL969T.C(T<'@[9F]N="US:7IE.C$P<'0[/CQF M;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^1V]O9'=I;&P@:6X@07-I82!086-I9FEC(&EN8W)E87-E9"!T;R`\+V9O M;G0^/&9O;G0@3I4:6UE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R(#,Q+"`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$=&5X="UA;&EG;CIC96YT97([ M9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T M9#X\=&0@#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[8F]R9&5R M+71O<#HQ<'@@F4Z.'!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#MF;VYT M+7=E:6=H=#IB;VQD.SXR,#$Q/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY,;VYG M+4QI=F5D($%S6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.3`V+C,\+V9O M;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`[,S$L(#(P,3,@9G)O;2`\+V9O;G0^/&9O;G0@ M2!A;F0@2!C:&%I;BD@:6X@;W5R M($YO6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE M=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO3II;FAE M3I4:6UE M6QE/3-$9F]N="UF86UI;'DZ M:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^(&%T($1E8V5M8F5R)B,Q-C`[,S$L M(#(P,3(N(%1H:7,@:7,@<')I;6%R:6QY(&%T=')I8G5T86)L92!T;R!T:&4@ M;F5G871I=F4@:6UP86-T(&]F(&9O6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#LG/CQD M:78@6QE/3-$<&%D9&EN9RUL969T.C!P>#MT97AT+6EN9&5N=#HP<'@[ M;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MW:61T:#HQ M,#`E.V)O#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O M;G0M=V5I9VAT.F)O;&0[/D9O6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M5&]T86P@3F]R=&@@06UE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#MF;VYT+7=E:6=H=#IB;VQD.SY!6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T M6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^4FES:R!-86YA9V5M96YT(%-O;'5T:6]N#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`N,SPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM M86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)O6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,3DU+C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!S;VQI9"`C,#`P,#`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`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`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,C0Q+CD\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI9VXZF4Z,3!P=#L^,C0S+C0\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.V)A8VMG6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L M96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ=&]P.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A M;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P M,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,2PV-34N,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U M8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`E/"]F M;VYT/CQF;VYT('-T>6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^(&%N9"`\+V9O;G0^/&9O;G0@'0M M9&5C;W)A=&EO;CIN;VYE.R<^,SDE/"]F;VYT/CQF;VYT('-T>6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^('1O(&]U6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^5&AE(&9O;&QO=VEN9R!T M86)L92!R97!R97-E;G1S($1I=F5S=&5D(&%N9"!/=&AE6QE/3-$;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z.7!T.SX\9F]N="!S M='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CEP=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CQD:78@6QE/3-$<&%D9&EN9RUL969T.C!P M>#MT97AT+6EN9&5N=#HP<'@[;&EN92UH96EG:'0Z;F]R;6%L.W!A9&1I;F6QE/3-$)V9O;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT M+7-I>F4Z,3!P=#MW:61T:#HQ,#`E.V)O#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZ8V5N=&5R.V9O M;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I M=#MF;VYT+7-I>F4Z.7!T.V9O;G0M=V5I9VAT.F)O;&0[/D9O6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z.'!T.SX\9F]N M="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US:7IE.CAP=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,X,C$R.SPO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N M/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG M;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D M9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T M7!E.B!T97AT+VAT;6P[(&-H M87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#MB;W)D97(M M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M M=V5I9VAT.F)O;&0[/C(P,3(\+V9O;G0^/"]D:78^/"]T9#X\+W1R/CQT#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3`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`P M,#`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`@("`@("`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`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`N-#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T M:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^,S`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI9VXZF4Z,3!P=#L^."XY/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE2P@4&QA;G0@86YD M($5Q=6EP;65N="`F(S@R,3$[($YE=#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^,SDN-CPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE3I4 M:6UE6QE/3-$ M;&EN92UH96EG:'0Z,3(P)3MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE'0M:6YD96YT M.C!P>#ML:6YE+6AE:6=H=#IN;W)M86P[<&%D9&EN9RUT;W`Z,3!P>#L^/'1A M8FQE(&-E;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I M;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0Q,2!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HQ<'@@#MP861D:6YG+6)O='1O;3HR<'@[)R!R M;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIC96YT97([9F]N M="US:7IE.CAP=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E#MP M861D:6YG+7)I9VAT.C)P>#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$)W9E M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E#MP861D:6YG+6)O='1O;3HR<'@[8F%C M:V=R;W5N9"UC;VQO6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=&5X="UA M;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E#MB;W)D97(M=&]P.C%P M>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-BXQ/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD M:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`P M,#`[8F%C:V=R;W5N9"UC;VQO#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N M9"UC;VQO#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E M9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`R,#$R+"!W92!R96-O9VYI>F5D(&=A:6YS('!R:6UA2!R96QA M=&5D('1O('1H92!S86QE(&]F.B`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`M($YE M="!D96-R96%S960@9F]R('1H92!Y96%R(&5N9&5D($1E8V5M8F5R(#,Q+"`R M,#$S(&-O;7!A3I4:6UE3II M;FAE6QE/3-$)V9O M;G0M9F%M:6QY.E1I;65S($YE=R!2;VUA;CMF;VYT+7-I>F4Z,3!P=#MC;VQO M2!T6QE/3-$;&EN92UH96EG M:'0Z,3(P)3MP861D:6YG+71O<#HX<'@[=&5X="UA;&EG;CIL969T.W!A9&1I M;F'!E;G-E*2`M($YE="!I;F-R96%S960@9F]R M('1H92!Y96%R(&5N9&5D($1E8V5M8F5R(#,Q+"`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`Z,3!P>#L^/'1A8FQE(&-E M;&QP861D:6YG/3-$,"!C96QL#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^,3(W+C8\+V9O;G0^/"]D:78^/"]T9#X\=&0@"!S;VQI9"`C,#`P,#`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`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`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^2F%N=6%R M>28C,38P.S$L(#(P,3(\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)A8VMG'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X M="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R M(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^06UOF%T:6]N M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD M:78@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`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`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#L@'0M86QI9VXZF4Z,3!P=#L^)B,X,C$R.SPO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@#L@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS M1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$R+C4\ M+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*##L@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A M9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A M9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-#4N-SPO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I M9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`Q+"`R,#$Q/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`C,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE'0^)SQD:78@'0M86QI9VXZ;&5F=#MP861D:6YG+6QE9G0Z,S-P>#MT97AT+6EN9&5N=#HM M,S)P>#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE"!!6QE/3-$;&EN92UH96EG:'0Z,3(P)3MP861D:6YG+71O M<#HV<'@[=&5X="UA;&EG;CIC96YT97([<&%D9&EN9RUL969T.C,S<'@[=&5X M="UI;F1E;G0Z+3,R<'@[9F]N="US:7IE.C$P<'0[/CQD:78@'0M:6YD96YT.C!P>#ML:6YE+6AE:6=H=#IN M;W)M86P[<&%D9&EN9RUT;W`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`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^061D:71I;VYS(&-H87)G960@*&-R961I=&5D*2!T M;R!O=&AE#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^ M/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^061D:71I;VYS(&-H87)G960@*&-R961I=&5D*2!T;R!C;W-T#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$ M,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE6QE/3-$=&5X="UA;&EG M;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^061D:71I;VYS(&-H87)G960@ M*&-R961I=&5D*2!T;R!O=&AE#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I M=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC;VQO#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@"!S;VQI9"`C,#`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O M='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`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`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`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`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`N.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O M;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG M+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O M6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P M,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q/CQD:78@6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG M;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS M,'!X.V9O;G0M6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,3`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^.3,N.3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R M+6)O='1O;3HQ<'@@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P M,#`P.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O M<#HQ<'@@6QE/3-$)W9E'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`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`N-SPO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O M;3HQ<'@@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*#`N.3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS M1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@#LG M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\ M+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^*#`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`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S(N.#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^0F%S:6,@16%R;FEN9W,@ M4&5R(%-H87)E(&]F($-O;6UO;B!3=&]C:R!!='1R:6)U=&%B;&4@=&\@1"9A M;7`[0B!#;VUM;VX@4VAA#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`P,#`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`P,#`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`P,#`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`P,#`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`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XX-SPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,"XT,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XT,#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HS M<'@@9&]U8FQE(",P,#`P,#`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`P,#`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG M(')O=W-P86X],T0Q/CQD:78@F4Z.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R M:70[9F]N="US:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY-87)C:"`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`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/"]T6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT M.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D M:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A M9&1I;F6QE/3-$;W9E M#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP M861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`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`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`N,3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HQ<'@@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q M/CQD:78@6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.V)A8VMGF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO M9&EV/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE M/3-$)W9E"!D M;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P M,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA M;&EG;CIL969T.V9O;G0M#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE M/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R M=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X] M,T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE M/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG M+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O M;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MT97AT+6EN9&5N M=#HQ.'!X.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#L@'0M86QI9VXZF4Z,3!P=#L^,3`R+C4\+V9O;G0^/"]D:78^/"]T M9#X\=&0@F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,3`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@'0M M86QI9VXZ;&5F=#MT97AT+6EN9&5N=#HS,'!X.V9O;G0M6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MP861D:6YG+7)I9VAT M.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZF4Z,3!P=#L^,3(S+C0\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB M;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T M>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAEF4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E#LG M(')O=W-P86X],T0Q/CQD:78@6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG M+6)O='1O;3HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X] M,T0Q/CQD:78@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE6QE/3-$ M=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^0V]N#MB;W)D97(M=&]P M.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-S0N-#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$ M;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM M86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T M>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D M:6YG+7)I9VAT.C)P>#L@#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`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`C,#`P,#`P.R<@ M'0M86QI M9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R/3-$;F]N M92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^,CDV+C4\+V9O;G0^/"]D:78^/"]T9#X\=&0@6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.W!A M9&1I;F'0M:6YD96YT.BTQ,G!X.V9O;G0M#LG(')O=W-P86X],T0Q/CQD:78@ M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^ M/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#LG(')O=W-P86X],T0Q/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z M,3!P=#L^/&9O;G0@3II;FAE#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XX M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ M8F]T=&]M.V)A8VMG'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q M/CQD:78@#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S M<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MB M;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P M.R<@'0M M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ M<'@@6QE/3-$=&5X="UA;&EG;CIL969T.V9O M;G0M#MP861D:6YG+6)O='1O M;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP M861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`P.R<@'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^-SDN-CPO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F]R9&5R+71O M<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIR:6=H M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C M,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R M+71O<#HQ<'@@6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[ M<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD M:78@#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O M;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I M;F#MP861D:6YG+7)I9VAT.C)P>#L@#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/"]T6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^0F%S:6,@16%R;FEN9W,@ M4&5R(%-H87)E(&]F($-O;6UO;B!3=&]C:R!!='1R:6)U=&%B;&4@=&\@1"9A M;7`[0B!#;VUM;VX@4VAA#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`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`P,#`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`P,#`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`P,#`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`P,#`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`P M,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^/&)R(&-L96%R M/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z M,3!P=#L^/&9O;G0@3II;FAE6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,2XW-CPO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R M9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C M;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M M#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E M"!D;W5B;&4@ M(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D M:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV M('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+6)O='1O;3HR<'@[)R!R;W=S<&%N/3-$ M,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^/&)R(&-L96%R/3-$;F]N92\^/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z M,G!X.W!A9&1I;F#LG(')O=W-P86X],T0Q(&-O;'-P86X] M,T0Q/CQD:78@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@'0M86QI9VXZ;&5F=#MF M;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE M#MB86-K9W)O=6YD+6-O;&]R.B-C M8V5E9F8[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M'0M86QI9VXZF4Z,3!P=#L^,"XS.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO M'0M86QI9VXZ M;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R M9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS M<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z,3!P=#L^,"XS.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V M97)T:6-A;"UA;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT M+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HS M<'@@9&]U8FQE(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\ M9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M,"XS.#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II M;FAE#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HS<'@@9&]U8FQE M(",P,#`P,#`[)R!R;W=S<&%N/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M'0M86QI9VXZ6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^,"XS.#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F%C:V=R;W5N9"UC;VQO'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@ M3II;FAE#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K9W)O=6YD M+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HS<'@@9&]U8FQE(",P,#`P,#`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`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`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$ M)W9E"!S;VQI M9"`C,#`P,#`P.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#LG(')O=W-P86X] M,T0Q/CQD:78@F4Z M.'!T.SX\9F]N="!S='EL93TS1&9O;G0M9F%M:6QY.FEN:&5R:70[9F]N="US M:7IE.CAP=#MF;VYT+7=E:6=H=#IB;VQD.SY-87)C:"`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`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`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`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D M:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q M(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO M=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV M/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG M#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO M9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC86PM86QI M9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT M/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.V)A8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H M=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0S('-T>6QE/3-$=F5R=&EC M86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`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`[/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[ M(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\ M+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$ M=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE/3-$ M=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.V)A8VMG#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.R!R;W=S<&%N M/3-$,2!C;VQS<&%N/3-$,3X\9&EV('-T>6QE/3-$=&5X="UA;&EG;CIL969T M.V9O;G0M#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE M#L@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^*#(N,CPO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A M8VMG#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR M<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`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`C,#`P,#`P M.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE/3-$)W9E M"!S;VQI9"`C M,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R('-T>6QE M/3-$)W9E"!S M;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N M="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I M=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q M/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z M,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P86X],T0R M('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q/CQD:78@ M#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O M='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P M86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D(&-O;'-P M86X],T0R('-T>6QE/3-$)W9E"!S;VQI9"`C,#`P,#`P.W!A9&1I;F#LG(')O=W-P86X],T0Q M/CQD:78@#LG(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CPO='(^/'1R/CQT9"!S='EL93TS1'9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ M,G!X.W!A9&1I;F6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O M;G0@3II;FAE6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB M86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I M;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@ M'0M86QI M9VXZ6QE/3-$9F]N="UF M86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$T+C8\+V9O;G0^/"]D M:78^/"]T9#X\=&0@#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X M="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+7)I9VAT.C)P M>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MB86-K M9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ<'@@6QE/3-$ M9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N=#X\ M+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[ M8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[8F%C:V=R;W5N9"UC M;VQO#MP861D:6YG+6)O='1O;3HR M<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[ M<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F M=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II M;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.V)A8VMG#MP M861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^ M/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I M;F#MP861D:6YG+6)O='1O;3HR<'@[8F%C:V=R;W5N9"UC;VQO M6QE/3-$=&5X="UA;&EG;CIL M969T.V9O;G0M6QE/3-$=&5X="UA;&EG;CIR:6=H=#MF;VYT+7-I>F4Z,3!P M=#L^/&9O;G0@3II;FAE#MP861D:6YG+6)O='1O;3HR<'@[8F]R M9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT M+7-I>F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T M;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.V)A8VMG"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ;&5F=#MF;VYT+7-I M>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$ M)W9E"!D;W5B M;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#$V M+C,\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.V)O6QE/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D M:6YG+7)I9VAT.C)P>#L@#MB86-K9W)O=6YD+6-O;&]R.B-C8V5E9F8[8F]R9&5R+71O<#HQ M<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P M=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA M;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[ M8F%C:V=R;W5N9"UC;VQO#MP861D M:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MB86-K9W)O=6YD+6-O M;&]R.B-C8V5E9F8[<&%D9&EN9RUR:6=H=#HR<'@[<&%D9&EN9RUT;W`Z,G!X M.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P M,#`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`L/"]F M;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T M=&]M.W!A9&1I;F#MP861D:6YG+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ M8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI M;'DZ:6YH97)I=#MF;VYT+7-I>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/E-E M<'1E;6)E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+6)O='1O;3HR M<'@[<&%D9&EN9RUR:6=H=#HR<'@[)R!R;W=S<&%N/3-$,3X\9&EV('-T>6QE M/3-$=&5X="UA;&EG;CIC96YT97([9F]N="US:7IE.CAP=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG M+7)I9VAT.C)P>#L@F4Z,3!P=#L^/&9O;G0@3II;FAE#MP861D:6YG+71O<#HR<'@[<&%D M9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F'0M86QI9VXZ8V5N=&5R.V9O;G0M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I M>F4Z.'!T.V9O;G0M=V5I9VAT.F)O;&0[/D9U;&P@665A6QE M/3-$=&5X="UA;&EG;CIL969T.V9O;G0M#MP861D:6YG+71O<#HR M<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[<&%D9&EN M9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG M+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O<#HR<'@[ M<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP M861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E#MP861D:6YG+71O M<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E6QE/3-$;W9E#MP861D M:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X.W!A9&1I;F6QE/3-$;W9E M#MP861D:6YG+71O<#HR<'@[<&%D9&EN9RUB;W1T;VTZ,G!X M.W!A9&1I;F6QE/3-$ M;W9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR:6=H=#HR<'@[(')O=W-P M86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^0V]R<&]R871E($-O6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#L@'0M86QI9VXZ;&5F=#MF;VYT+7-I>F4Z,3!P=#L^/&9O;G0@3II;FAE6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O=W-P86X] M,T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$=F5R=&EC86PM86QI9VXZ8F]T=&]M.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[(')O M=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D M/CQT9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D M9&EN9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M)B,Q-C`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`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`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`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`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^*#,Q+C(\+V9O;G0^/"]D:78^/"]T9#X\=&0@ M#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*3PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9E6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF M;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T M>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO9F]N M=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T M;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT M;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI M9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^*#,T M+C$\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN9RUR M:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE M/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q-C`[ M/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9EF4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL M93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@ M9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^*#,P+C`\+V9O;G0^/"]D:78^/"]T9#X\ M=&0@#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@ M6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*3PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1'9EF4Z,3!P=#L^)B,Q-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D M('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)#PO M9F]N=#X\+V1I=CX\+W1D/CQT9"!S='EL93TS1"=V97)T:6-A;"UA;&EG;CIB M;W1T;VT[8F]R9&5R+6)O='1O;3HS<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN M9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S M;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZ6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^ M*#(W+C`\+V9O;G0^/"]D:78^/"]T9#X\=&0@#MP861D:6YG+6)O M='1O;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^*3PO9F]N=#X\+V1I=CX\+W1D/CQT M9"!S='EL93TS1'9E#MP861D:6YG+6)O='1O;3HR<'@[<&%D9&EN M9RUR:6=H=#HR<'@[(')O=W-P86X],T0Q(&-O;'-P86X],T0Q/CQD:78@6QE/3-$9F]N="UF86UI;'DZ:6YH97)I=#MF;VYT+7-I>F4Z,3!P=#L^)B,Q M-C`[/"]F;VYT/CPO9&EV/CPO=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`P,#MP M861D:6YG+6QE9G0Z,G!X.W!A9&1I;F#MP861D:6YG+6)O='1O M;3HR<'@[8F]R9&5R+71O<#HQ<'@@F4Z,3!P=#L^)#PO9F]N=#X\+V1I=CX\+W1D/CQT9"!S M='EL93TS1"=V97)T:6-A;"UA;&EG;CIB;W1T;VT[8F]R9&5R+6)O='1O;3HS M<'@@9&]U8FQE(",P,#`P,#`[<&%D9&EN9RUT;W`Z,G!X.W!A9&1I;F#MB;W)D97(M=&]P.C%P>"!S;VQI9"`C,#`P,#`P.R<@'0M86QI9VXZF4Z,3!P=#L^*#$R,BXS/"]F;VYT/CPO9&EV/CPO M=&0^/'1D('-T>6QE/3-$)W9E"!D;W5B;&4@(S`P,#`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`@("`\=&%B;&4@8VQA2!O9B!3:6=N:69I8V%N="!! M8V-O=6YT:6YG(%!O;&EC:65S("T@061D:71I;VYA;"!);F9O2P@4&QA;G0@86YD M($5Q=6EP;65N="!;365M8F5R73QB6%B;&4@6TUE;6)E2`M($EN=&%N9VEB M;&5S+"!0'!E;G-E(%M-96UB97)=/&)R/E-H86YG:&%I(%)O861W87D@1"9A;7`[0B!- M87)K971I;F<@4V5R=FEC97,@0V\@3'1D(%M-96UB97)=/&)R/CPO=&@^#0H@ M("`@("`@(#QT:"!C;&%S'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO#PO M=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)S$P('EE87)S/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)S,@ M>65A'0^)SQS<&%N/CPO'0^)S$W('EE87)S/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E M;G-E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5D+5)A=&4@3F]T97,@:7-S=65D M+"!F86-E('9A;'5E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`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`@("`\=&%B;&4@ M8VQAF%T:6]N(&]F($%C<75I'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`@("`\=&%B M;&4@8VQA2!);FET:6%T M:79E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G1S+U!E;G-I;VX@4&QA;B!3971T;&5M96YT/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO&ET($-O M'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO6UE;G1S(&9O'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[ M(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO#PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S3X-"CPO M:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-? M.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O M0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@ M8VAA'0^)SQS<&%N/CPO'!E;G-E*2`M($YE M=#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO"!%>'!E;G-E("A"96YE9FET*3PO=&0^ M#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'!E;G-E("A);F-O;64I(&]F("@D,RXS*2!I;B`R,#$S(&%N M9"`D*#,N,2D@:6X@,C`Q,CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'!E;G-E("A);F-O;64I(&]F("@D,RXS*2!I;B`R,#$S(&%N M9"`D*#,N,2D@:6X@,C`Q,CPO=&0^#0H@("`@("`@(#QT9"!C;&%S6EN M9R!#87-H($9L;W<@2&5D9V5S(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO6EN9R!# M87-H($9L;W<@2&5D9V5S(%M-96UB97)=/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E;G-E*2P@3F5T/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M<#XD(#`\7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S M+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE M<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA M'0^)SQS<&%N/CPO&5S(&%N9"!%<75I M='D@:6X@3F5T($EN8V]M92!O9B!!9F9I;&EA=&5S/"]T9#X-"B`@("`@("`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`@("`@("`@ M/'1D(&-L87-S/3-$;G5M<#XP+C`P)3QS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W M9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-? M93'0O:'1M;#L@8VAA&5S("T@ M061D:71I;VYA;"!);F9O'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&5S+"!N970@;V8@&5S(')E9G5N9&5D/"]T M9#X-"B`@("`@("`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`@("`\ M=&%B;&4@8VQA&-L=61I;F<@06UO=6YT"!2971U'0^)SQS<&%N/CPO"!0;W-I=&EO;G,\+W1D/@T* M("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO"!0;W-I=&EO;G,\+W1D/@T*("`@("`@("`\=&0@8VQAF5D M(%1A>"!"96YE9FET3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T M7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O M:'1M;#L@8VAA&5D+5)A=&4@3F]T97,@ M6TUE;6)E&5D+5)A=&4@3F]T97,@6TUE;6)E&5D+5)A=&4@3F]T97,@6TUE;6)E&5D M+5)A=&4@3F]T97,@6TUE;6)E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^1&5C(#$L#0H)"3(P,3<\'0^1&5C(#$L#0H)"3(P M,C(\'0^3F]V(#$U+`T*"0DR,#$U/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@;V8@;&]N9RUT97)M(&9I>&5D+7)A=&4@ M;F]T97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO&5D+5)A=&4@3F]T97,L('5N9&5R=W)I=&EN M9R!A;F0@;W1H97(@9F5E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6EN9R!A;6]U;G0@;V8@:&5D9V5D(&1E M8G0\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO6EN9R!A;6]U;G0@;V8@:&5D9V5D(&1E M8G0\+W1D/@T*("`@("`@("`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`@("`@(#QT9"!C;&%S'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2P@:6YT97)E'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO2P@;6%X:6UU;2!B;W)R;W=I M;F<@8V%P86-I='D\+W1D/@T*("`@("`@("`\=&0@8VQA'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!L971T97)S(&]F(&-R961I="!I;B!F879O'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M&5D+5)A=&4@3F]T97,@*$YE="!O9B!A("0S+C`@86YD("0S+C4@ M9&ES8V]U;G0@87,@;V8@1&5C96UB97(@,S$L(#(P,3,@86YD(#(P,3(L(')E M2D\+W1D/@T*("`@("`@("`\=&0@8VQA'0O:F%V87-C3X-"B`@("`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`@("`@("`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`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO&-H86YG92!F;W)W87)D(&-O;G1R M86-T'0^ M)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E M-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E M.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAA&-H86YG92!C;VYT'!E;G-E&-H86YG92!O<'1I;VX@8V]N=')A8W1S(%M-96UB97)=/&)R M/DYO;BU/<&5R871I;F<@26YC;VUE("A%>'!E;G-E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D(&EN($]#22!O;B!$97)I=F%T:79E("A% M9F9E8W1I=F4@4&]R=&EO;BD\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D(&EN($EN M8V]M92!O;B!$97)I=F%T:79E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XD(#`N,SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO&-H86YG M92!F;W)W87)D(&-O;G1R86-T'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO&-H86YG92!F;W)W87)D(&-O;G1R86-T'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO&-H86YG92!F M;W)W87)D(&-O;G1R86-T'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!R97!R97-E;G1S(&9OFEN9R!A(&UA2!R97!R97-E;G1S(&9O7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P M86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT M4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O M;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS M7SEB-F-?93'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R'!I'0^)S$P('EE87)S/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N M/CPO&EM=6T@6TUE;6)E'0^)SQS<&%N/CPO6UE;G0@07=A'0^)SQS<&%N/CPO65E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XR,#`N,#`E M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@07=A'0^)SQS<&%N/CPO65E/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XP M+C`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`D-3`P(&UI;&QI;VX@65A2`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`\'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M&ES=&EN9R`D-3`P(&UI;&QI;VX@65A2`R,#`Y+"!O=7(@0F]A'0O:F%V87-C3X- M"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65R($-O;G1R:6)U=&EO;G,\+W1D/@T*("`@ M("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO2`Q/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M/B@R-RD\'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO65R($-O;G1R:6)U=&EO;G,\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D("T@ M4')E=&%X/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M/B@Q,RXR*3QS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@ M("`\=&%B;&4@8VQA'0^)SQS M<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X M8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N(&]F(%!R:6]R(%-EF5D($%C='5A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO MF5D M($%C='5A'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPOF%T M:6]N(&]F(%!R:6]R(%-E&5S($5X<&5N'!E;G-E("A);F-O;64I(&]F("0P+C`@:6X@,C`Q,R!A;F0@ M)#`N,"!I;B`R,#$R/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XP M+C$\'0^)SQS<&%N/CPO'!E;G-E("A);F-O;64I(&]F("@D,RXS*2!I M;B`R,#$S(&%N9"`D*#,N,2D@:6X@,C`Q,CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'!E;G-E("A) M;F-O;64I(&]F("0W-2XY(&EN(#(P,3,@86YD("0H,S@N,"D@:6X@,C`Q,CPO M=&0^#0H@("`@("`@(#QT9"!C;&%S'!E;G-E("A);F-O;64I(&]F("0P+C`@:6X@,C`Q M,R!A;F0@)#`N,"!I;B`R,#$R/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XD(#`\'0O:F%V87-C3X-"B`@("`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`@("`\=&%B M;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!A<'!L:6-A8FQE('1O('1H92!5+E,N(%!L86YS+CPO=&0^#0H@("`@ M("`\+W1R/@T*("`@(#PO=&%B;&4^#0H@(#PO8F]D>3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y M8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X M8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E8W1E9"!, M;VYG+51E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO&EM=6T@6TUE;6)E M'0^ M)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!;365M M8F5R73PO=&0^#0H@("`@("`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`@/&AE860^#0H@("`@ M/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E M>'0O:'1M;#L@8VAA2!O9B!#:&%N9V5S(&EN($9A:7(@5F%L=64@;V8@86QL M(%!L86YS)R!,979E;"!)24D@07-S971S("A$971A:6QS*2`H55-$("0I/&)R M/DEN($UI;&QI;VYS+"!U;FQE'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO3X-"CPO:'1M;#X-"@T* M+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y M8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X M8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C M:&%R2!396-U'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO M'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T* M#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O M;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^ M)SQS<&%N/CPO7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA2!396-U M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!T;R!A(')E M=&ER96UE;G0@86-C;W5N=#PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S8U('EE87)S/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SD@>65A65A65A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)S4@>65A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E8W1E M9"!L;VYG+71E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E8W1E M9"!L;VYG+71E'0@9FES8V%L('EE M87(\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'!E8W1E9"!C;VYT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M65E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M65R(&UA=&-H:6YG(&-O;G1R:6)U=&EO;B!T;R!E;7!L;WEE93PO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'!E M;G-E(&EN8W5R'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M2!# M;VYT'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA&-E<'0@4VAA M&EM=6T@6TUE;6)E&EM M=6T@6TUE;6)E&EM=6T@6TUE;6)E&EM=6T@6TUE;6)E65E(%-T;V-K(%M-96UB97)=/&)R M/CPO=&@^#0H@("`@("`@(#QT:"!C;&%S2!3:&%R92UB87-E9"!087EM96YT($%W87)D M(%M,:6YE($ET96US73PO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF5D/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)S$P('EE87)S/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`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`@("`@("`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`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`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`@("`\ M=&%B;&4@8VQA'0^ M)SQS<&%N/CPO'!E8W1E9"!D:79I9&5N9"!Y:65L9#PO=&0^#0H@("`@("`@(#QT M9"!C;&%S'!E8W1E9"!T97)M M("AI;B!Y96%R'0^)S8@>65A3PO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E8W1E9"!D:79I9&5N9"!Y:65L9#PO=&0^#0H@("`@ M("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO65A'!E8W1E9"!S=&]C:R!P'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G0@07=A'0^ M)SQS<&%N/CPO6EE;&0\+W1D/@T*("`@("`@("`\=&0@ M8VQA'0^)SQS<&%N/CPO'0^)S,@>65A'0^)SQS M<&%N/CPO3PO=&0^#0H@("`@("`@ M(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A65E(%-T;V-K(%!L86YS($-H86YG97,@:6X@4W1O8VL@3W!T:6]N'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO&5R8VES92!0'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO&5R8VES92!0'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO&5R8VES92!0'0^)SQS<&%N/CPO65A'0^)SQS M<&%N/CPO'!E8W1E9"!T;R!V97-T(&%T M($1E8V5M8F5R(#,Q+"`R,#$R/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$ M;G5M<#XX-#,L-C@S/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C M;&%S'0^)SQS<&%N/CPO&5R8VES86)L92!A;F0@=6YV97-T960@97AP96-T M960@=&\@=F5S="!A="!$96-E;6)E&5R8VES86)L92!A;F0@=6YV97-T960@97AP96-T960@=&\@=F5S="!A M="!$96-E;6)E&5R8VES86)L92!A="!$96-E;6)E&5R8VES92!0'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`@("`\ M=&%B;&4@8VQA&EO;2!#;W)P;W)A=&EO;B!; M365M8F5R73QB7,@0W5S=&]M97(@36%N86=E;65N="!''0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65A'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!I2!L96%S97,\+W1D/@T*("`@("`@("`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`@("`@(#QT9"!C;&%S'0^ M)S4@>65A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S,@>65A6UE;G1S(&]V97(@=&AE('1E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970] M(G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`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`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT M;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@ M("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$ M)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N M/CPOF%T:6]N+"!02P@4&QA;G0@86YD($5Q=6EP;65N="P@4&5R:6]D M($EN8W)E87-E("A$96-R96%S92D\+W1D/@T*("`@("`@("`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`@("`@("`@/'1D M(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT M9"!C;&%S'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO MF%T:6]N/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'!E;F1I='5R97,\+W1D/@T*("`@("`@ M("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'!E;F1I M='5R97,\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!A='1R:6)U=&5D('1O('-O9G1W87)E(&%S2!D97!R96-I871E9"!I;B`R,#$R(&%N9"!T:&4@9&EV M97-T:71U65A65A2!D=64@=&\@;W5R('1H96X@;F]N+7)E8W5R2!);G9E$-6(')E;&%T960@65A2!T:&4@4W1R871E M9VEC(%1E8VAN;VQO9WD@26YV97-T;65N="!O2!D=64@=&\@ M:6YC2!D=64@=&\@=&AE('!U2!S;V9T=V%R92Y4:&4@9&5C2!T2!D=64@=&\@86X@:6YC2!T2!R96QA=&5D('1O("AI*2!T96-H;F]L;V=Y(&%N9"!S;V9T=V%R M92!A2!R96QA=&5D('1O(&]U'!E;G-E*#$S+CDIPJ`H,CDN-"G"H"@R,BXQ*5-T3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W M9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-? M93'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPOF%T:6]N+"!02P@ M4&QA;G0@86YD($5Q=6EP;65N="P@4&5R:6]D($EN8W)E87-E("A$96-R96%S M92D\+W1D/@T*("`@("`@("`\=&0@8VQA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!A='1R M:6)U=&%B;&4@=&\@=&AE('!O2!A;F0@2!C:&%I;BD@:6X@;W5R($YO3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S M.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M M;#L@8VAA'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65A2!O<&5R871I;VYS+B!4:&5S92!B=7-I;F5S3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E M-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E M.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M7!E M.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@ M/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C M;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO3X- M"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S M.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z M+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O:'1M M;#L@8VAA'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI M(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS M1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^)SQS M<&%N/CPOF%T:6]N/"]T M9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#@S+CD\2P@4&QA;G0@86YD($5Q=6EP;65N="P@3F5T/"]T9#X-"B`@("`@ M("`@/'1D(&-L87-S/3-$;G5M<#XS.2XV/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPOF%T M:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XV."XS/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2P@ M4&QA;G0@86YD($5Q=6EP;65N="!;3&EN92!)=&5M2P@4&QA M;G0@86YD($5Q=6EP;65N="P@1W)O'1U'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPOF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XQ-2XV M/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S2P@4&QA;G0@86YD($5Q=6EP;65N="P@3F5T/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#DN,CQS<&%N/CPO3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T M7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I M;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?93'0O M:'1M;#L@8VAA'!E;G-E*2`M($YE="`H1&5T86EL'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO2!4 M87@@36%T=&5R'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO"!!;&QO8V%T:6]N($%G"!Y96%R"!!;&QO8V%T:6]N($%G'!I2=S($-O65A2!D=64@=&\@;VYE+71I;64@8V]S=',@;V8@)#4N."!M:6QL:6]N(&EN M8W5R2!T2!D=64@=&\@8V]S=',@;V8@)#4N."!M:6QL:6]N(&EN8W5R2!T7!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S M8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I M=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA7!E/3-$=&5X="]J879A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M3X-"CPO:'1M;#X-"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X M8SAC,E\R,3,T7S0S.3-?.6(V8U]E-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C M871I;VXZ(&9I;&4Z+R\O0SHO-V1E.&,X8S)?,C$S-%\T,SDS7SEB-F-?937!E.B!T97AT+VAT;6P[(&-H87)S970](G5S+6%S8VEI(@T*#0H\:'1M;#X- M"B`@/&AE860^#0H@("`@/$U%5$$@:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP M92!C;VYT96YT/3-$)W1E>'0O:'1M;#L@8VAA'0^)SQS M<&%N/CPOF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S M/3-$;G5M/B@T-BXY*3QS<&%N/CPO2!T2!D=64@=&\@=&AE('!U2!S;V9T=V%R92X\+W1D/@T*("`@("`@/"]T M2!A=F%I;&%B;&4@;65A;G,L(&%S(&YE961E9#L@86YD("AI M:2D@;W5R(%!O'!E8W1E9"!P&ES=&EN9R!$54Y3 M(%)E9VES=&5R960@4V5A;"!P2!D=64@=&\@ M=&AE(&EM<&%C="!O9B!F;W)E:6=N(&-U'0O M:F%V87-C3X-"B`@("`\ M=&%B;&4@8VQA'0^)SQS M<&%N/CPOF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L M87-S/3-$;G5M/B@Q-2XX*3QS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPOF%T:6]N/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#F%T:6]N(&]F("0Q,RXX(&UI;&QI;VX@86YD("0W+C,@;6EL;&EO;B!AF%T:6]N(&]F("0W."XR(&UI;&QI;VX@86YD("0W,BXW(&UI;&QI;VX@ M87,@;V8@1&5C96UB97(@,S$L(#(P,3,@86YD(#(P,3(L(')E2X\+W1D/@T*("`@("`@/"]T65A3X-"CPO:'1M;#X- M"@T*+2TM+2TM/5].97AT4&%R=%\W9&4X8SAC,E\R,3,T7S0S.3-?.6(V8U]E M-S@Y8V9F,S(Y93,-"D-O;G1E;G0M3&]C871I;VXZ(&9I;&4Z+R\O0SHO-V1E M.&,X8S)?,C$S-%\T,SDS7SEB-F-?937!E.B!T97AT+VAT;6P[(&-H87)S M970](G5S+6%S8VEI(@T*#0H\:'1M;#X-"B`@/&AE860^#0H@("`@/$U%5$$@ M:'1T<"UE<75I=CTS1$-O;G1E;G0M5'EP92!C;VYT96YT/3-$)W1E>'0O:'1M M;#L@8VAA'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0O:F%V87-C3X-"B`@("`\=&%B;&4@8VQA'0^)SQS<&%N/CPO"!!'!E;G-E'0^)SQS<&%N/CPO M'0O:'1M;#L@8VAA7!E(&-O;G1E;G0],T0G=&5X="]H=&UL.R!C:&%R&-E<'0@4&5R(%-H87)E(&1A=&$L('5N;&5S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO2!&:6YA;F-I M86P@26YF;W)M871I;VX@6TQI;F4@271E;7-=/"]S=')O;F<^/"]T9#X-"B`@ M("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@ M("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO65E(&)E;F5F:70@<&QA M;G,@86YD(&]T:&5R('!U2!N;W0@8F4@=&AE('-A;64@87,@96%R M;FEN9W,@<&5R('-H87)E(&9O65A2!O9B!/<&5R871I;F<@26YC;VUE("A,;W-S*3H@ M1F]R('1H92!4:')E92!-;VYT:',@16YD960@36%R8V@@,S$LPJ!*=6YE(#,P M+,*@4V5P=&5M8F5R(#,P+,*@1&5C96UB97(@,S$LPJ!&=6QL(%EE87(R,#$S M($-O'0O:F%V87-C M3X-"B`@("`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`@("`@("`@/'1D(&-L87-S/3-$ M=&5X=#XG/'-P86X^/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!096YS:6]N($]B;&EG871I;VX@6TUE;6)E'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!&:6YA;F-I86P@26YF;W)M871I;VX@6TQI;F4@271E;7-=/"]S=')O M;F<^/"]T9#X-"B`@("`@("`@/'1D(&-L87-S/3-$=&5X=#XG/'-P86X^/"]S M<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0O M:'1M;#L@8VAA2!397)V:6-E2!$)F%M<#M"($UA2!$)F%M<#M"($UA2!$)F%M<#M"($UA2!$:7-P;W-A;"!''0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO2!B=7-I;F5S'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO M'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)S$@>65A'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^ M)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO6UE;G1S/"]T9#X- M"B`@("`@("`@/'1D(&-L87-S/3-$;G5M<#XD(#$T,"PP,#`L,#`P/'-P86X^ M/"]S<&%N/CPO=&0^#0H@("`@("`@(#QT9"!C;&%S'0^)SQS<&%N M/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N/CPO'0^)SQS<&%N M/CPO'0^)SQS M<&%N/CPO'0^ M)SQS<&%N/CPO'0O:'1M;#L@8VAA2`S,"P@,C`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`D-3`P(&UI;&QI;VX@65A M2`R,#`Y+"!O=7(@0F]A'1087)T7S=D93AC.&,R7S(Q,S1?-#,Y,U\Y8C9C7V4W.#EC +9F8S,CEE,RTM#0H` ` end XML 62 R43.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring Charge - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Severance and Termination [Member]
Dec. 31, 2012
Severance and Termination [Member]
Dec. 31, 2011
Severance and Termination [Member]
Dec. 31, 2012
One-time Termination Benefits [Member]
Mar. 31, 2013
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2013
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2012
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2011
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2013
Restructuring Plan, Scenario 1 [Member]
person
Dec. 31, 2013
Restructuring Plan, Scenario 1 [Member]
Severance and Termination [Member]
person
Dec. 31, 2013
Restructuring Plan, Scenario 1 [Member]
Employee Severance [Member]
Dec. 31, 2013
Restructuring Plan, Scenario 1 [Member]
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2013
Restructuring Plan, Scenario 2 [Member]
person
Dec. 31, 2012
Restructuring Plan, Scenario 2 [Member]
person
Dec. 31, 2012
Restructuring Plan, Scenario 2 [Member]
Severance and Termination [Member]
person
Dec. 31, 2012
Restructuring Plan, Scenario 2 [Member]
Lease Termination Obligations and Other Exit Costs [Member]
Dec. 31, 2012
Restructuring Plan, Scenario 3 [Member]
person
Dec. 31, 2011
Restructuring Plan, Scenario 3 [Member]
person
Dec. 31, 2011
Restructuring Plan, Scenario 3 [Member]
Severance and Termination [Member]
person
Dec. 31, 2011
Restructuring Plan, Scenario 3 [Member]
Lease Termination Obligations and Other Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]                                                  
Asset Impairment Charges $ 31.3 $ 8.0 $ 33.3 $ 16.1 $ 3.3         $ 0.5                              
Restructuring Charge     $ 13.9 $ 29.4 $ 22.1 $ 8.2 $ 22.7 $ 17.5 $ 5.0   $ 5.7 $ 6.7 $ 4.6 $ 13.9   $ 8.2 $ 5.7   $ 29.4 $ 17.7 $ 6.7   $ 22.1 $ 17.5 $ 4.6
Number of employees impacted                             160         765       400  
Number of employees exited                           140       75 690     95 305    
Expected number of positions eliminated                           20                      
XML 63 R29.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring Charge (Tables)
12 Months Ended
Dec. 31, 2013
Restructuring and Related Activities [Abstract]  
Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives
The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:
 
 
Severance
and
Termination
 
Contract Termination, Lease
Termination
Obligations
and Other
Exit Costs
 
Total
Restructuring Charges:
 
 
 
 
 
  Balance Remaining as of January 1, 2011
$
8.9

 
$
0.5

 
$
9.4

  Charge Taken during the Year Ended December 31, 2011
17.5

 
4.6

 
22.1

  Payments/Pension Plan Settlement(1) during the Year Ended December 31, 2011
(18.1
)
 
(2.9
)
 
(21.0
)
  Balance Remaining as of December 31, 2011
$
8.3

 
$
2.2

 
$
10.5

  Charge Taken during the Year Ended December 31, 2012
22.7

 
6.7

 
29.4

  Payments during the Year Ended December 31, 2012
(21.6
)
 
(6.6
)
 
(28.2
)
  Balance Remaining as of December 31, 2012
$
9.4

 
$
2.3

 
$
11.7

  Charge Taken during the Year Ended December 31, 2013
8.2

 
5.7

 
13.9

  Payments/Asset Impairment(2) during the Year Ended December 31, 2013
(11.8
)
 
(3.4
)
 
(15.2
)
  Balance Remaining as of December 31, 2013
$
5.8

 
$
4.6

 
$
10.4

 
(1)
We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan.
XML 64 R28.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Future Amortization of Acquired Intangible Assets
Future amortization of acquired intangible assets as of December 31, 2013 is as follows:
 
XML 65 R100.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Computer Software and Goodwill (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Goodwill and Other Intangible Assets [Roll Forward]    
Computer Software, Beginning Balance $ 140.9 $ 127.6
Goodwill, Beginning Balance 611.1 [1] 598.4 [1]
Computer Software, Additions at cost 43.5 [2] 64.9 [3]
Computer Software, Amortization (46.9) (49.2)
Computer Software, Write-offs (31.3) [4] (4.7)
Goodwill, Write-offs 0 (0.3) [5]
Computer Software, Other 1.7 [6] 2.3 [6]
Goodwill, Other (22.0) [6] 13.0 [6]
Computer Software, Ending Balance 107.9 140.9
Goodwill, Ending Balance $ 589.1 [1] $ 611.1 [1]
[1] Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.
[2] Computer Software - Amount mainly due to the purchase of perpetual licenses of third party software.
[3] Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings.
[4] Computer Software - This decrease is due to impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our Portal asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product.
[5] Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
[6] Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations.
XML 66 R56.htm IDEA: XBRL DOCUMENT v2.4.0.8
Financial Instruments - Additional Information (Detail) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended
Mar. 12, 2012
Dec. 31, 2013
Sep. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Jan. 30, 2008
Dec. 31, 2013
Operating Expense [Member]
Dec. 31, 2013
Selling, General and Administrative Expenses [Member]
Mar. 31, 2012
Interest Rate Contract [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Mar. 11, 2012
Interest Rate Contract [Member]
Mar. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Mar. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Dec. 31, 2011
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Oct. 25, 2011
Cash Flow Hedging [Member]
Jan. 30, 2009
Cash Flow Hedging [Member]
Dec. 30, 2008
Cash Flow Hedging [Member]
Nov. 29, 2010
Senior Notes Due November 2015 [Member]
Mar. 28, 2008
Senior Notes Due 2013 [Member]
Dec. 31, 2012
Senior Notes Due 2013 [Member]
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
All Business Inc [Member]
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Mar. 31, 2012
Shanghai Roadway - Intangibles, Prepaid costs, and software [Member]
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Operating Expense [Member]
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Selling, General and Administrative Expenses [Member]
Dec. 31, 2013
Foreign Exchange Contract [Member]
Dec. 31, 2012
Foreign Exchange Contract [Member]
Dec. 31, 2013
Foreign Exchange Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Foreign Exchange Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Foreign Exchange Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Dec. 31, 2010
Interest Rate Contract [Member]
Senior Notes Due November 2015 [Member]
Fair Value Hedging [Member]
Nov. 29, 2010
Interest Rate Contract [Member]
Senior Notes Due November 2015 [Member]
Fair Value Hedging [Member]
Dec. 31, 2013
China Trade Portal [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]                                                                                
Long-Term Fixed-Rate Notes, face value                                         $ 300,000,000                                      
Derivative, Notional Amount             400,000,000                       25,000,000 75,000,000                 295,400,000 300,700,000               125,000,000 125,000,000  
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax                                           (8,500,000)                                    
Gain (loss) recognized in income on derivatives 300,000                       800,000 300,000 5,800,000 (500,000) (5,800,000)           (300,000)               (6,800,000) 5,700,000 (700,000) 0 800,000 0 (500,000)      
Cash received from interest rate derivatives terminated 5,000,000                 5,000,000                                                            
Carrying amount of hedged debt                     2,500,000 4,900,000                                                        
Amortization of carrying amount of hedged debt                     1,300,000                                                          
Debt Related Commitment Fees and Debt Issuance Costs                                         2,500,000   100,000                                  
Credit facility, maximum borrowing capacity                                     650,000,000 650,000,000                                        
Maximum Remaining Maturity of Foreign Currency Derivatives       12 months                                                                        
Other income expenses Net                                   300,000                                            
Realized gains associated with derivatives contracts       17,500,000 20,400,000 17,300,000                                                                    
Realized loss associated with derivatives contracts       24,700,000 14,300,000 18,600,000                                                                    
Unrealized gains associated with derivatives contracts       400,000 100,000 700,000                                                                    
Unrealized loss associated with derivatives contracts       (400,000) (400,000) (700,000)                                                                    
Impairment of Assets   31,300,000 8,000,000 33,300,000 16,100,000 3,300,000   28,600,000 2,700,000                             3,300,000 12,900,000   4,100,000 8,800,000                       1,700,000
Fair Value of Asset on Nonrecurring Basis   $ 0 $ 0 $ 0                                       $ 0   $ 0                           $ 0
XML 67 R44.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Restructuring Reserve [Rollforward]      
Beginning Balance $ 11.7 $ 10.5 $ 9.4
Charge Taken during the period 13.9 29.4 22.1
Payments for Restructuring 14.7 28.2 19.7
Payments for Restructuring and Asset Impairment Related to Lease Termination 15.2 [1]    
Payments/Pension Plan Settlement     (21.0) [2]
Ending Balance 10.4 11.7 10.5
Canadian Pension Plan [Member]
     
Restructuring Reserve [Rollforward]      
Settlement related to Pension Plan   1.3  
Severance and Termination [Member]
     
Restructuring Reserve [Rollforward]      
Beginning Balance 9.4 8.3 8.9
Charge Taken during the period 8.2 22.7 17.5
Payments for Restructuring   21.6  
Payments for Restructuring and Asset Impairment Related to Lease Termination 11.8 [1]    
Payments/Pension Plan Settlement     (18.1) [2]
Ending Balance 5.8 9.4 8.3
Lease Termination Obligations and Other Exit Costs [Member]
     
Restructuring Reserve [Rollforward]      
Beginning Balance 2.3 2.2 0.5
Charge Taken during the period 5.7 6.7 4.6
Payments for Restructuring   6.6  
Payments for Restructuring and Asset Impairment Related to Lease Termination 3.4 [1]    
Payments/Pension Plan Settlement     (2.9) [2]
Ending Balance $ 4.6 $ 2.3 $ 2.2
[1] We incurred an asset impairment of $0.5 million in the first quarter of 2013 related to the termination of a lease.
[2] We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan.
XML 68 R30.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Tables)
12 Months Ended
Dec. 31, 2013
Accumulated other Comprehensive income [Abstract]  
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of December 31, 2013 and 2012:
 
 
Foreign Currency Translation Adjustments
 
Defined Benefit Pension Plans
 
Derivative Financial Instruments
 
Total
December 31, 2011
 
$
(168.3
)
 
$
(638.4
)
 
$

 
$
(806.7
)
Other Comprehensive Income Before Reclassifications
 
18.4

 
(78.4
)
 

 
(60.0
)
Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 
(1.3
)
 
15.8

 
0.1

 
14.6

December 31, 2012
 
$
(151.2
)
 
$
(701.0
)
 
$
0.1

 
$
(852.1
)
Other Comprehensive Income Before Reclassifications
 
(35.5
)
 
127.9

 

 
92.4

Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 

 
20.9

 

 
20.9

December 31, 2013
 
$
(186.7
)
 
$
(552.2
)
 
$
0.1

 
$
(738.8
)
Reclassification out of Accumulated Other Comprehensive Income [Table Text Block]
The following table summarizes the reclassifications out of AOCI as of December 31, 2013, 2012 and 2011:
Details About Accumulated Other Comprehensive Income Components
 
Affected Line Item in the Statement Where Net Income is Presented
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
 
 
 
For the Years Ended December 31,
 
 
 
 
2013
 
2012
 
2011
Foreign Currency Translation Adjustments:
 
 
 
 
 
 
 
 
Sale of Business
 
Other Income (Expense) – Net
 
$

 
$
(1.3
)
 
$

 
 
 
 
 
 
 
 
 
Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
Amortization of Prior Service Costs
 
Selling and Administrative Expenses
 
$
(6.4
)
 
$
(7.1
)
 
$
(7.1
)
 
 
Operating Expenses
 
(2.5
)
 
(2.5
)
 
(2.5
)
Amortization of Actuarial Gain/Loss
 
Selling and Administrative Expenses
 
30.5

 
24.6

 
17.8

 
 
Operating Expenses
 
11.8

 
8.5

 
6.3

Total Before Tax
 
 
 
33.4

 
23.5

 
14.5

Tax (Expense) or Benefit
 
 
 
(12.5
)
 
(7.7
)
 
(5.8
)
Total After Tax
 
 
 
$
20.9

 
$
15.8

 
$
8.7

 
 
 
 
 
 
 
 
 
Derivative Financial Instruments:
 
 
 
 
 
 
 
 
Amortization of Cash Flow Hedges
 
Interest Expense
 
$

 
$
1.7

 
$
3.0

    Loss on Derivative
 
Other Income (Expense) - Net
 

 
0.3

 

Total Before Tax
 
 
 

 
2.0

 
3.0

Tax (Expense) or Benefit
 
 
 

 
(1.9
)
 

Total After Tax
 
 
 
$

 
$
0.1

 
$
3.0

 
 
 
 
 
 
 
 
 
Total Reclassifications for the Period, Net of Tax
 
 
 
$
20.9

 
$
14.6

 
$
11.7

XML 69 R31.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2013
Income Tax Disclosure [Abstract]  
Income before Provision for Income Taxes
Income before provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
U.S.
 
$
319.5

 
$
295.1

 
$
304.1

Non-U.S.
 
76.5

 
83.2

 
64.0

Income Before Provision for Income Taxes, and Equity in Net Income of Affiliates
 
$
396.0

 
$
378.3

 
$
368.1

Provision for Income Taxes
The provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Current Tax Provision:
 
 
 
 
 
 
U.S. Federal
 
$
81.6

 
$
45.9

 
$
71.3

State and Local
 
8.3

 
6.8

 
11.0

Non-U.S.
 
21.2

 
10.3

 
18.1

Total Current Tax Provision
 
111.1

 
63.0

 
100.4

Deferred Tax Position:
 
 
 
 
 
 
U.S. Federal
 
30.8

 
15.4

 
11.9

State and Local
 
(2.6
)
 
3.1

 
1.2

Non-U.S.
 
(3.8
)
 
1.6

 
(4.3
)
Total Deferred Tax Provision
 
24.4

 
20.1

 
8.8

Provision for Income Taxes
 
$
135.5

 
$
83.1

 
$
109.2

Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes
The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Statutory Tax Rate
 
35.0
 %
 
35.0
 %
 
35.0
 %
State and Local Taxes, net of U.S. Federal Tax Benefits
 
0.9

 
1.7

 
2.2

Non-U.S. Taxes
 
(2.3
)
 
(3.2
)
 
(1.4
)
Valuation Allowance
 
0.7

 
(0.5
)
 
(0.1
)
Interest
 
0.5

 
0.8

 
0.7

Tax Credits and Deductions
 
(1.3
)
 
(1.3
)
 
(0.9
)
Tax Contingencies Related to Uncertain Tax Positions
 
0.4

 
0.4

 

Impact of Legacy Tax Matters
 

 
(7.1
)
 
(5.5
)
Loss on Investment
 

 
(4.1
)
 
(2.1
)
Other
 
0.3

 
0.3

 
1.8

Effective Tax Rate
 
34.2
 %
 
22.0
 %
 
29.7
 %
Deferred Tax Assets (Liabilities)
Deferred tax assets (liabilities) are comprised of the following:
 
 
December 31,
 
 
2013
 
2012
Deferred Tax Assets:
 
 
 
 
Operating Losses
 
$
41.9

 
$
38.9

Restructuring Costs
 
2.6

 
4.1

Bad Debts
 
5.2

 
5.1

Accrued Expenses
 
12.6

 
19.9

Investments
 
11.5

 
10.3

Other
 
2.0

 
4.4

Pension and Postretirement Benefits
 
145.9

 
250.8

Total Deferred Tax Assets
 
221.7

 
333.5

Valuation Allowance
 
(38.3
)
 
(35.4
)
Net Deferred Tax Assets
 
183.4

 
298.1

Deferred Tax Liabilities:
 
 
 
 
Intangibles
 
(35.7
)
 
(39.6
)
Fixed Assets
 
(4.2
)
 
(8.5
)
Other
 
(0.7
)
 

Total Deferred Tax Liabilities
 
(40.6
)
 
(48.1
)
Net Deferred Tax Assets
 
$
142.8

 
$
250.0

Reconciliation of Gross Unrecognized Tax Benefits
The following is a reconciliation of the gross unrecognized tax benefits:
Gross Unrecognized Tax Benefits as of January 1, 2011
 
$
150.7

Additions for Prior Years' Tax Positions
 
0.1

Additions for Current Years' Tax Positions
 
14.6

Settlements with Taxing Authority
 
(0.8
)
Reduction in Prior Years' Tax Positions
 
(29.2
)
Reduction Due to Expired Statute of Limitations
 
(15.3
)
Gross Unrecognized Tax Benefits as of December 31, 2011
 
120.1

Additions for Prior Years' Tax Positions
 
5.1

Additions for Current Years' Tax Positions
 
5.1

Addition due to CTA
 
0.3

Reduction in Prior Years' Tax Positions
 
(28.7
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2012
 
100.7

Additions for Prior Years' Tax Positions
 
7.7

Additions for Current Years' Tax Positions
 
0.5

Settlements with Taxing Authority
 
(1.0
)
Reduction due to CTA
 
(0.5
)
Reduction in Prior Years' Tax Positions
 
(0.4
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2013
 
$
105.8

XML 70 R8.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Statement of Stockholders' Equity [Abstract]      
Pension Adjustments, tax income (expense) $ (88.4) $ 30.3 $ 80.4
Derivative Financial Instruments, tax impact $ 0 $ 1.9 $ 0
Common Stock, par value per share $ 0.01 $ 0.01 $ 0.01
XML 71 R32.htm IDEA: XBRL DOCUMENT v2.4.0.8
Notes Payable and Indebtedness (Tables)
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Borrowings
Our borrowings are summarized in the following table:
 
 
December 31,
 
2013
 
2012
Debt Maturing Within One Year:
 
 
 
Other
$
0.1

 
$
0.2

Total Debt Maturing Within One Year
$
0.1

 
$
0.2

 
 
 
 
Debt Maturing After One Year:
 
 
 
Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December 31, 2013 and 2012, respectively)
$
1,047.0

 
$
1,046.5

Fair Value Adjustment Related to Hedged Debt
2.5

 
3.8

Credit Facility
466.5

 
240.2

Other

 
0.2

Total Debt Maturing After One Year
$
1,516.0

 
$
1,290.7

XML 72 R83.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Changes in Stock Options (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Stock Options, Shares      
Shares, Outstanding at beginning of year 1,840,845    
Weighted Average Exercise Price Per Share, Outstanding at beginning of year $ 77.61    
Shares, Granted 3,908    
Weighted Average Exercise Price Per Share, Granted $ 101.04    
Shares, Exercised (903,756)    
Weighted Average Exercise Price Per Share, Exercised $ 75.87    
Shares, Forfeited or expired (85,250)    
Weighted Average Exercise Price Per Share, Forfeited and expired $ 80.77    
Shares, Outstanding at end of year 855,747    
Weighted Average Exercise Price Per Share, Outstanding at end of year $ 79.23    
Weighted Average Remaining Contractual Term (in years), Outstanding at December 31, 2012 5 years 256 days    
Aggregate Intrinsic Value, Outstanding at December 31, 2012 $ 37.2    
Exercisable and unvested expected to vest at December 31, 2012 843,683    
Weighted Average Exercise Price Per Share, Exercisable and unvested expected to vest at December 31, 2012 $ 79.18    
Weighted Average Remaining Contractual Term (in years), Exercisable and unvested expected to vest at December 31, 2012 5 years 256 days    
Aggregate Intrinsic Value, Exercisable and unvested expected to vest at December 31, 2012 36.8    
Exercisable at December 31, 2012 501,439 1,127,607 1,238,434
Weighted Average Exercise Price Per Share, Exercisable at December 31, 2012 $ 78.73    
Weighted Average Remaining Contractual Term (in years), Exercisable at December 31, 2012 4 years 146 days    
Aggregate Intrinsic Value, Exercisable at December 31, 2012 $ 22.1    
XML 73 R40.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial Information Quarterly Financial Information (Tables)
12 Months Ended
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information
 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 


 
 
North America
$
283.2

 
$
278.7

 
$
305.8

 
$
366.2

 
$
1,233.9

Asia Pacific
41.4

 
49.3

 
44.4

 
44.2

 
179.3

Europe and Other International Markets
56.4

 
58.4

 
60.9

 
66.3

 
242.0

Consolidated Revenue
$
381.0

 
$
386.4

 
$
411.1

 
$
476.7

 
$
1,655.2

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
86.0

 
$
84.5

 
$
112.3

 
$
124.6

 
$
407.4

Asia Pacific
2.4

 
8.4

 
5.1

 
3.1

 
19.0

Europe and Other International Markets
14.0

 
15.7

 
19.7

 
23.5

 
72.9

Total Segments
102.4

 
108.6

 
137.1

 
151.2

 
499.3

Corporate and Other (1)
(14.6
)
 
(14.7
)
 
(16.6
)
 
(16.3
)
 
(62.2
)
Consolidated Operating Income
87.8

 
93.9

 
120.5

 
134.9

 
437.1

Net Income
53.6

 
58.4

 
73.5

 
76.6

 
262.1

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 
(0.9
)
 
(0.7
)
 
(1.3
)
 
(3.6
)
Net Income Attributable to D&B
$
52.9

 
$
57.5

 
$
72.8

 
$
75.3

 
$
258.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.30

 
$
1.46

 
$
1.89

 
$
1.98

 
$
6.61

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.29

 
$
1.44

 
$
1.87

 
$
1.96

 
$
6.54

Cash Dividends Paid Per Common Share
$
0.40

 
$
0.40

 
$
0.40

 
$
0.40

 
$
1.60


 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
North America
$
285.5

 
$
279.0

 
$
308.3

 
$
352.8

 
$
1,225.6

Asia Pacific
59.9

 
46.6

 
44.8

 
44.2

 
195.5

Europe and Other International Markets
57.4

 
58.3

 
60.1

 
66.1

 
241.9

Consolidated Revenue
$
402.8

 
$
383.9

 
$
413.2

 
$
463.1

 
$
1,663.0

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
102.5

 
$
103.2

 
$
117.3

 
$
157.9

 
$
480.9

Asia Pacific
(11.1
)
 
5.6

 
5.1

 
5.1

 
4.7

Europe and Other International Markets
14.2

 
14.6

 
17.3

 
22.7

 
68.8

Total Segments
105.6

 
123.4

 
139.7

 
185.7

 
554.4

Corporate and Other (1)
(31.2
)
 
(34.1
)
 
(30.0
)
 
(27.0
)
 
(122.3
)
Consolidated Operating Income
74.4

 
89.3

 
109.7

 
158.7

 
432.1

Net Income
64.1

 
56.5

 
80.7

 
95.2

 
296.5

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 

 
(1.1
)
 
0.8

 
(1.0
)
Net Income Attributable to D&B
$
63.4

 
$
56.5

 
$
79.6

 
$
96.0

 
$
295.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.33

 
$
1.21

 
$
1.77

 
$
2.22

 
$
6.47

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.32

 
$
1.20

 
$
1.76

 
$
2.20

 
$
6.43

Cash Dividends Paid Per Common Share
$
0.38

 
$
0.38

 
$
0.38

 
$
0.38

 
$
1.52


(1)
The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss):
 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(10.7
)
 
$
(8.8
)
 
$
(9.6
)
 
$
(11.8
)
 
$
(40.9
)
Restructuring Expense
(2.3
)
 
(2.2
)
 
(6.1
)
 
(3.3
)
 
(13.9
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.6
)
 
(3.7
)
 
(0.9
)
 
(1.2
)
 
(7.4
)
Total Corporate and Other
$
(14.6
)
 
$
(14.7
)
 
$
(16.6
)
 
$
(16.3
)
 
$
(62.2
)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(12.5
)
 
$
(9.9
)
 
$
(13.1
)
 
$
(13.6
)
 
$
(49.1
)
Restructuring Expense
(9.1
)
 
(9.3
)
 
(4.8
)
 
(6.2
)
 
(29.4
)
Strategic Technology Investment or MaxCV
(8.4
)
 
(10.5
)
 
(6.7
)
 
(4.7
)
 
(30.3
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.2
)
 
(4.4
)
 
(5.4
)
 
(2.5
)
 
(13.5
)
Total Corporate and Other
$
(31.2
)
 
$
(34.1
)
 
$
(30.0
)
 
$
(27.0
)
 
$
(122.3
)

(2)
The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.
XML 74 R53.htm IDEA: XBRL DOCUMENT v2.4.0.8
Notes Payable and Indebtedness - Additional Information (Detail) (USD $)
0 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 1 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended
Mar. 12, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Jan. 30, 2008
Mar. 31, 2012
Interest Rate Contract [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Mar. 11, 2012
Interest Rate Contract [Member]
Mar. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Mar. 31, 2012
Interest Rate Contract [Member]
Long-Term Fixed-Rate Notes [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Interest Rate Contract [Member]
Long-Term Fixed-Rate Notes [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Senior Notes Due 2013 [Member]
Mar. 28, 2008
Senior Notes Due 2013 [Member]
Dec. 31, 2012
Senior Notes Due 2013 [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Senior Notes Due 2013 [Member]
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Senior Notes Due 2017 and 2022 [Member]
debt_rating_level
Dec. 31, 2012
Senior Notes Due 2017 [Member]
Dec. 31, 2013
Senior Notes Due 2017 [Member]
Dec. 31, 2012
Senior Notes Due 2022 [Member]
Dec. 31, 2013
Senior Notes Due 2022 [Member]
Nov. 29, 2010
Senior Notes Due November 2015 [Member]
Dec. 31, 2013
Senior Notes Due November 2015 [Member]
Nov. 29, 2010
Senior Notes Due March 2011 [Member]
Dec. 31, 2010
Senior Notes Due March 2011 [Member]
Dec. 31, 2010
Senior Notes Due March 2011 [Member]
Dec. 31, 2013
Revolving Credit Facility October 2016 [Member]
Dec. 31, 2012
Revolving Credit Facility October 2016 [Member]
Jul. 30, 2012
Revolving Credit Facility October 2016 [Member]
Maximum [Member]
Jun. 30, 2012
Revolving Credit Facility October 2016 [Member]
Maximum [Member]
Dec. 31, 2013
International Operations [Member]
Dec. 31, 2012
International Operations [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Interest Rate Contract [Member]
Long-Term Fixed-Rate Notes [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Interest Rate Contract [Member]
Long-Term Fixed-Rate Notes [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2010
Interest Rate Contract [Member]
Senior Notes Due November 2015 [Member]
Fair Value Hedging [Member]
Nov. 29, 2010
Interest Rate Contract [Member]
Senior Notes Due November 2015 [Member]
Fair Value Hedging [Member]
Debt Instrument [Line Items]                                                                              
Long-Term Fixed-Rate Notes issued, face value                                     $ 450,000,000   $ 300,000,000   $ 300,000,000                                
Long-Term Fixed-Rate Notes, maturity date                                     Dec. 01, 2017   Dec. 01, 2022   Nov. 15, 2015   Mar. 15, 2011                            
Long-Term Fixed-Rate Notes, annual interest rate                           6.00%         3.25%   4.375%   2.875%   5.50%                            
Repayment of long-term fixed-rate notes                           400,000,000                       300,000,000                          
Long-Term Fixed-Rate Notes, premium payment                               5,400,000                     3,700,000                        
Debt Rating Decrease Threshold                                   3                                          
Maximum adjustments above initial interest rate                                   2.00%                                          
Debt carrying amount   1,047,000,000 1,046,500,000                                 450,000,000   297,400,000   299,600,000                              
Long-Term Fixed-Rate Notes, discount   3,000,000 3,500,000                               100,000 100,000 2,900,000 2,600,000 1,100,000 400,000                              
Long-Term Fixed-Rate Notes, underwriting and other fees                                 100,000   3,400,000   2,500,000   2,500,000                                
Derivative, Notional Amount         400,000,000                                                                 125,000,000 125,000,000
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax                             (8,500,000)                                                
Gain (loss) recognized in income on derivatives 300,000               800,000 300,000 5,800,000 (500,000) (5,800,000)       (300,000)                                 0 800,000 0 (500,000)    
Cash received from interest rate derivatives terminated 5,000,000         5,000,000                                                                  
Carrying amount of hedged debt             2,500,000 4,900,000                                                              
Amortization of carrying amount of hedged debt             1,300,000                                                                
Credit facility, maximum borrowing capacity                                                       800,000,000 800,000,000                    
Number of days from issuance                                                       364 days                      
Commercial papers borrowings supported by line of credit                                                           800,000,000 300,000,000                
Credit facility Outstanding amount                                                       466,500,000 240,200,000                    
Credit facility, interest percentage                                                       1.24% 1.62%                    
Uncommitted credit facility, maximum borrowing capacity                                                               2,600,000 3,000,000            
Contingent liability under open standby letters of credit in favor of third parties   4,700,000 12,500,000                                                                        
Interest paid for all outstanding debt   $ 39,900,000 $ 41,800,000 $ 33,400,000                                                                      
XML 75 R72.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Assumptions used to Determine Pension Plan and Postretirement Benefit Plan Obligations (Details)
Dec. 31, 2013
Dec. 31, 2012
Pension Plans [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Weighted Average Discount Rate 4.43% 3.64%
Weighted Average Rate of Compensation Increase 5.95% 5.99%
Cash Balance Account Conversion Rate 4.53% [1] 3.50% [1]
Postretirement Benefits [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Weighted Average Discount Rate 3.18% 2.59%
Minimum [Member] | Pension Plans [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Cash Balance Account Interest Crediting Rate 4.45% [1] 4.45% [1]
Cash Balance Account Conversion Rate 1.19% [1] 0.97% [1]
Maximum [Member] | Pension Plans [Member]
   
Defined Benefit Plan Disclosure [Line Items]    
Cash Balance Account Interest Crediting Rate 3.80% [1] 3.00% [1]
Cash Balance Account Conversion Rate 5.66% [1] 4.60% [1]
[1] Only applicable to the U.S. Plans.
XML 76 R2.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Operations and Comprehensive Income (USD $)
In Millions, except Per Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Statement [Abstract]      
Revenue $ 1,655.2 $ 1,663.0 $ 1,758.5
Operating Expenses 550.5 521.0 587.1
Selling and Administrative Expenses 582.5 602.2 643.4
Depreciation and Amortization 71.2 [1] 78.3 [1] 81.1 [1]
Restructuring Charge 13.9 29.4 22.1
Operating Costs 1,218.1 1,230.9 1,333.7
Operating Income 437.1 432.1 424.8
Interest Income 1.3 0.8 1.5
Interest Expense (40.7) (39.5) (37.0)
Other Income (Expense) – Net (1.7) (15.1) (21.2)
Non-Operating Income (Expense) – Net (41.1) (53.8) (56.7)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates 396.0 378.3 368.1
Less: Provision for Income Taxes 135.5 83.1 109.2
Equity in Net Income of Affiliates 1.6 1.3 1.3
Net Income 262.1 296.5 260.2
Less: Net (Income) Loss Attributable to the Noncontrolling Interest (3.6) (1.0) 0.1
Net Income Attributable to D&B 258.5 295.5 260.3
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders $ 6.61 [2] $ 6.47 [2] $ 5.31
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders $ 6.54 [2] $ 6.43 [2] $ 5.28
Weighted Average Number of Shares Outstanding-Basic 39.1 45.6 48.9
Weighted Average Number of Shares Outstanding-Diluted 39.5 46.0 49.3
Cash Dividend Paid Per Common Share $ 1.60 $ 1.52 $ 1.44
Other Comprehensive Income, Net of Tax:      
Net Income (from above) 262.1 296.5 260.2
Foreign Currency Translation Adjustments, no Tax Impact (35.6) 17.1 (7.5)
Defined Benefit Pension Plans:      
Prior Service Costs, Net of Tax Income (Expense) (1) (5.6) [3] (6.4) [3] (5.8) [3]
Net Actuarial Gain (Loss), Net of Tax Income (Expense) (2) 154.4 [4] (56.2) [4] (116.6) [4]
Derivative Financial Instruments, Net of Tax Income (Expense) (3) 0 [5] 0.1 [5] 3.0 [5]
Comprehensive Income, Net of Tax 375.3 251.1 133.3
Less: Comprehensive (Income) Loss Attributable to the Noncontrolling Interest (3.5) (1.0) 1.4
Comprehensive Income Attributable to D&B $ 371.8 $ 250.1 $ 134.7
[1] Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
[2] The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.
[3] Tax Income (Expense) of $3.3 million, $3.1 million and $3.8 million during the years ended December 31, 2013, 2012 and 2011, respectively.
[4] Tax Income (Expense) of $(91.7) million, $27.2 million and $76.6 million during the years ended December 31, 2013, 2012 and 2011, respectively. In addition, for each of the years ended December 31, 2013, 2012, and 2011, there was an adjustment to our pension liabilities of $127.9 million, $(78.4) million, and $(131.1) million, net of tax income (expense) of $(75.9) million, $38.0 million, and $86.2 million, respectively, which is reflected in Accumulated Other Comprehensive Income.
[5] Tax Income (Expense) of $(1.9) million during the year ended December 31, 2012. No tax impact during the years ended December 31, 2013 and 2011
XML 77 R45.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive income Accumulated Other Comprrehensive Income (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss) $ (738.8) $ (852.1) $ (806.7)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax 92.4 (60.0)  
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 20.9 14.6  
Accumulated Translation Adjustment [Member]
     
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss) (186.7) (151.2) (168.3)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax (35.5) 18.4  
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 0 (1.3)  
Accumulated Defined Benefit Plans Adjustment [Member]
     
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss) (552.2) (701.0) (638.4)
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax 127.9 (78.4)  
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax 20.9 15.8  
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member]
     
Accumulated Other Comprehensive Income (Loss) [Line Items]      
Accumulated Other Comprehensive Income (Loss) 0.1 0.1 0
Other Comprehensive Income (Loss), before Reclassifications, Net of Tax 0 0  
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax $ 0 $ 0.1  
XML 78 R96.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Other Accrued and Current Liabilities (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Schedule of Accrued Liabilities [Line Items]        
Restructuring Reserve $ 10.4 $ 11.7 $ 10.5 $ 9.4
Accrued Professional Fees, Current 34.6 37.4    
Accrued Operating Expenses, Current 29.1 28.9    
Other Accrued and Current Liabilities 116.1 118.9    
Other Accrued Liabilities, Current $ 42.0 $ 40.9    
XML 79 R6.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Cash Flows (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Cash Flows from Operating Activities:      
Net Income $ 262.1 $ 296.5 $ 260.2
Reconciliation of Net Income to Net Cash Provided by Operating Activities:      
Depreciation and Amortization 71.2 [1] 78.3 [1] 81.1 [1]
Amortization of Unrecognized Pension Loss 33.4 23.5 14.6
(Gain) Loss from Sales of Business / Investments 0 (6.1) 11.7
Impairment of Assets 33.3 16.1 3.3
Settlement Charge Related to Legacy Pension Obligation 0 0 5.1
Income Tax Benefit from Stock-Based Awards 12.2 7.0 12.2
Excess Tax Benefit on Stock-Based Awards (3.5) (2.2) (5.8)
Equity Based Compensation 8.7 10.6 12.4
Restructuring Charge 13.9 29.4 22.1
Restructuring Payments (14.7) (28.2) (19.7)
Changes in Deferred Income Taxes, Net 17.8 4.9 11.7
Changes in Accrued Income Taxes, Net (15.8) (32.0) (7.5)
Changes in Current Assets and Liabilities:      
(Increase) Decrease in Accounts Receivable (8.3) (14.4) (12.0)
Decrease (Increase) in Other Current Assets 15.7 9.0 (15.9)
(Decrease) Increase in Deferred Revenue (8.8) 8.9 1.0
(Decrease) Increase in Accounts Payable (0.7) 3.8 2.0
(Decrease) Increase in Accrued Liabilities (8.8) (30.6) (20.7)
(Decrease) Increase in Other Accrued and Current Liabilities 0 (3.7) (1.5)
Changes in Non-Current Assets and Liabilities:      
(Increase) Decrease in Other Long-Term Assets (3.4) 27.8 16.6
Net (Decrease) Increase in Long-Term Liabilities (69.5) (42.8) (61.3)
Net, Other Non-Cash Adjustments (1.5) 2.0 3.3
Net Cash Provided by Operating Activities 333.3 357.8 312.9
Cash Flows from Investing Activities:      
Proceeds from Sales of Businesses, Net of Cash Divested 0.8 9.1 5.1
Payments for Acquisitions of Businesses, Net of Cash Acquired 0 0 (13.5)
Investment in Debt Security 0 0 (1.0)
Cash Settlements of Foreign Currency Contracts (7.2) 6.0 (1.0)
Capital Expenditures (9.5) (7.0) (6.2)
Additions to Computer Software and Other Intangibles (45.6) [2] (67.4) [2] (47.2) [2]
(Reimbursement) Receipt of Proceeds Related to a Divested Business 0 0 (7.4)
Net, Other (0.1) 0.3 (2.2)
Net Cash Used in Investing Activities (61.6) (59.0) (73.4)
Cash Flows from Financing Activities:      
Payments for Purchases of Treasury Shares (420.0) (508.0) (185.4)
Net Proceeds from Stock-Based Awards 69.6 20.1 29.6
Payment of Bond Issuance Costs 0 (5.4) (1.6)
Payment of Debt 0 (400.0) 0
Proceeds from Issuance of Long-Term Debt 0 747.0 0
Payments of Dividends (62.5) (69.0) (70.4)
Proceeds from Borrowings on Credit Facilities 606.2 915.1 677.8
Payments of Borrowings on Credit Facilities (379.9) (934.3) (690.4)
Excess Tax Benefit on Stock-Based Awards 3.5 2.2 5.8
Capital Lease and Other Long-Term Financing Obligation Payment (0.6) (2.0) (3.2)
Net, Other (0.6) (1.6) (0.2)
Net Cash Used in Financing Activities (184.3) (235.9) (238.0)
Effect of Exchange Rate Changes on Cash and Cash Equivalents (0.6) 1.8 4.4
Increase (Decrease) in Cash and Cash Equivalents 86.8 64.7 5.9
Cash and Cash Equivalents, Beginning of Period 149.1 84.4 78.5
Cash and Cash Equivalents, End of Period 235.9 149.1 84.4
Cash Paid for:      
Income Taxes, Net of Refunds 121.2 103.2 92.8
Interest $ 39.9 $ 41.8 $ 33.4
[1] Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
[2] Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.
XML 80 R94.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information Supplemental Geographic and Customer Solution Set Information (Parenthetical) (Detail)
12 Months Ended
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Disclosure [Line Items]    
Number of Joint Ventures 2  
Asia Pacific [Member]
   
Segment Reporting Disclosure [Line Items]    
Percentage of Revenue from Divested and Other Businesses 10.00% 39.00%
North America [Member]
   
Segment Reporting Disclosure [Line Items]    
Percentage of Revenue from Divested and Other Businesses   1.00%
XML 81 R59.htm IDEA: XBRL DOCUMENT v2.4.0.8
Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Assets:    
Cash Equivalents $ 95.9 [1] $ 58.1 [1]
Other Current Assets [Member] | Foreign exchange forward contracts [Member]
   
Assets:    
Assets measured at fair value 0.4 [2] 0 [3]
Other Accrued and Current Liabilities [Member] | Foreign exchange forward contracts [Member]
   
Liabilities:    
Liabilities measured at fair value 0.4 [2] 0.4 [3]
Quoted Prices in Active Markets for Identical Assets (Level I) [Member]
   
Assets:    
Cash Equivalents 95.9 [1] 58.1 [1]
Quoted Prices in Active Markets for Identical Assets (Level I) [Member] | Other Current Assets [Member] | Foreign exchange forward contracts [Member]
   
Assets:    
Assets measured at fair value 0 [2] 0 [3]
Quoted Prices in Active Markets for Identical Assets (Level I) [Member] | Other Accrued and Current Liabilities [Member] | Foreign exchange forward contracts [Member]
   
Liabilities:    
Liabilities measured at fair value 0 [2] 0 [3]
Significant Other Observable Inputs (Level II) [Member]
   
Assets:    
Cash Equivalents 0 [1] 0 [1]
Significant Other Observable Inputs (Level II) [Member] | Other Current Assets [Member] | Foreign exchange forward contracts [Member]
   
Assets:    
Assets measured at fair value 0.4 [2] 0 [3]
Significant Other Observable Inputs (Level II) [Member] | Other Accrued and Current Liabilities [Member] | Foreign exchange forward contracts [Member]
   
Liabilities:    
Liabilities measured at fair value 0.4 [2] 0.4 [3]
Significant Unobservable Inputs (Level III) [Member]
   
Assets:    
Cash Equivalents 0 [1] 0 [1]
Significant Unobservable Inputs (Level III) [Member] | Other Current Assets [Member] | Foreign exchange forward contracts [Member]
   
Assets:    
Assets measured at fair value 0 [2] 0 [3]
Significant Unobservable Inputs (Level III) [Member] | Other Accrued and Current Liabilities [Member] | Foreign exchange forward contracts [Member]
   
Liabilities:    
Liabilities measured at fair value $ 0 [2] $ 0 [3]
[1] Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
[2] Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
[3] Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
XML 82 R99.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Other Income (Expense) - Net (Parenthetical) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2012
Dec. 31, 2012
joint_venture
Dec. 31, 2012
Senior Notes Due 2013 [Member]
Jan. 30, 2012
Chinese Market Research Joint Venture [Member]
joint_venture
Debt Instrument [Line Items]        
Number of Joint Ventures   2   2
Premium payment made for redemption of 2011 Notes $ 5.8      
Face value     $ 400  
XML 83 R35.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits (Tables)
12 Months Ended
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]  
Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Change in Benefit Obligation:
 
 
 
 
 
 
 
 
Benefit Obligation at January 1
 
$
(1,972.1
)
 
$
(1,837.5
)
 
$
(27.0
)
 
$
(25.1
)
Service Cost
 
(4.8
)
 
(5.9
)
 
(0.8
)
 
(0.8
)
Interest Cost
 
(70.2
)
 
(75.2
)
 
(0.7
)
 
(0.6
)
Benefits Paid
 
97.9

 
96.7

 
15.1

 
15.9

Direct Subsidies Received
 

 

 
(2.0
)
 
(2.5
)
Impact of Curtailment/Settlement
 

 
0.4

 

 

Plan Participant Contributions
 
(0.4
)
 
(0.4
)
 
(10.1
)
 
(10.6
)
Actuarial (Loss) Gain
 
(3.3
)
 
(12.9
)
 
(0.1
)
 
4.7

Assumption Change
 
127.4

 
(129.0
)
 
(1.8
)
 
(8.0
)
Effect of Changes in Foreign Currency Exchange Rates
 
(2.1
)
 
(8.3
)
 

 

Benefit Obligation at December 31
 
$
(1,827.6
)
 
$
(1,972.1
)
 
$
(27.4
)
 
$
(27.0
)
Change in Plan Assets:
 
 
 
 
 
 
 
 
Fair Value of Plan Assets at January 1
 
1,318.8

 
1,248.1

 

 

Actual Return on Plan Assets
 
178.1

 
128.1

 

 

Employer Contributions
 
51.2

 
31.8

 
3.0

 
2.8

Direct Subsidies Received
 

 

 
2.0

 
2.5

Plan Participant Contributions
 
0.4

 
0.4

 
10.1

 
10.6

Benefits Paid
 
(97.9
)
 
(96.7
)
 
(15.1
)
 
(15.9
)
Effect of Changes in Foreign Currency Exchange Rates
 
1.1

 
7.1

 

 

Fair Value of Plan Assets at December 31
 
$
1,451.7

 
$
1,318.8

 
$

 
$

Funded Status of Plan
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Amounts Recorded in the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
Prepaid Pension Costs
 
$
3.4

 
$

 
$

 
$

Pension and Postretirement Benefits
 
(362.9
)
 
(636.9
)
 
(23.1
)
 
(22.5
)
Accrued Payroll
 
(16.4
)
 
(16.4
)
 
(4.3
)
 
(4.5
)
Net Amount Recognized
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
Accumulated Benefit Obligation
 
$
1,814.5

 
$
1,954.7

 
N/A

 
N/A

Amount Recognized in Accumulated Other Comprehensive Income Consists of:
 
 
 
 
 
 
 
 
Actuarial Loss (Gain)
 
$
920.3

 
$
1,171.6

 
$
(11.6
)
 
$
(17.0
)
Prior Service Cost (Credit)
 
5.5

 
5.9

 
(1.6
)
 
(10.8
)
Total Amount Recognized - Pretax
 
$
925.8

 
$
1,177.5

 
$
(13.2
)
 
$
(27.8
)
Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation
At December 31, 2013 and 2012, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation are as follows:
 
 
2013
 
2012
Accumulated Benefit Obligation
 
$
1,793.2

 
$
1,930.3

Fair Value of Plan Assets
 
1,425.0

 
1,293.6

Unfunded Accumulated Benefit Obligation
 
$
368.2

 
$
636.7

Projected Benefit Obligation
 
$
1,804.4

 
$
1,945.5

Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations
The following table sets forth the components of net periodic cost associated with our pension plans and our postretirement benefit obligations:
 
 
Pension Plans
 
Postretirement Benefit Obligations
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Components of Net Periodic Cost (Income):
 
 
 
 
 
 
 
 
 
 
 
Service Cost
$
4.8

 
$
5.9

 
$
5.8

 
$
0.8

 
$
0.8

 
$
0.4

Interest Cost
70.2

 
75.2

 
85.0

 
0.7

 
0.6

 
0.9

Expected Return on Plan Assets
(94.1
)
 
(99.3
)
 
(110.4
)
 

 

 

Amortization of Prior Service Cost (Credit)
0.3

 
0.3

 
0.3

 
(9.2
)
 
(9.9
)
 
(10.0
)
Recognized Actuarial Loss (Gain)
43.7

 
35.6

 
26.4

 
(1.4
)
 
(2.5
)
 
(2.3
)
Net Periodic Cost (Income)
$
24.9

 
$
17.7

 
$
7.1

 
$
(9.1
)
 
$
(11.0
)
 
$
(11.0
)
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
 
 
 
 
 
 
 
Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012
 
$
(43.7
)
 
$
(35.6
)
 
$
1.4

 
$
2.5

Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012
 
$
(0.3
)
 
$
(0.3
)
 
$
9.2

 
$
9.9

Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012
 
$
207.6

 
$
(113.4
)
 
$
(4.0
)
 
$
(3.2
)
Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012
 
$
0.1

 
$
0.1

 
$

 
$

Estimated Amortization from Accumulated Other Comprehensive Income
The following table sets forth estimated 2014 amortization from AOCI:
 
 
 
 
Postretirement Benefits
 
 
Pension Plans
 
Estimated 2014 amortization from Accumulated Other Comprehensive Income
 
 
 
 
Actuarial Loss (Gain)
 
$
35.7

 
$
(1.0
)
Prior Service Cost
 
0.3

 
(1.6
)
Total
 
$
36.0

 
$
(2.6
)
Assumptions used to Determine Pension Plan and Postreitrement Benefit Plan Obligations
The following table sets forth the assumptions we used to determine our pension plan and postretirement benefit plan obligations for December 31, 2013 and 2012:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Weighted Average Discount Rate
 
4.43
%
 
3.64
%
 
3.18
%
 
2.59
%
Weighted Average Rate of Compensation Increase
 
5.95
%
 
5.99
%
 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.8%

 
4.45%/3.0%

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
1.19%/4.53%/5.66%

 
0.97%/3.50%/4.60%

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
Assumptions used to Determine Net Periodic Benefit Cost
The following table sets forth the assumptions we used to determine net periodic benefit cost for the years ended December 31, 2013, 2012 and 2011:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Weighted Average Discount Rate
 
3.71
%
 
4.30
%
 
5.11
%
 
2.59
%
 
3.17
%
 
3.47
%
Weighted Average Expected Long-Term Return on Plan Assets
 
7.15
%
 
7.24
%
 
8.05
%
 
N/A

 
N/A

 
N/A

Weighted Average Rate of Compensation Increase
 
5.59
%
 
5.80
%
 
6.27
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.0%

 
4.45
%
 
4.45
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
0.97%/3.50%/4.60%

 
1.99%/4.47%/5.26%

 
1.98%/5.23%/6.52%

 
N/A

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
Fair Value Hierarchy of Plan Assets at Fair Value
The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2013:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
35.5

 
$

 
$

 
$
35.5

Energy
 
15.8

 

 

 
15.8

Financial
 
44.2

 

 

 
44.2

Health Care
 
22.1

 

 

 
22.1

Industrial
 
32.6

 

 

 
32.6

Information Technology
 
36.9

 

 

 
36.9

Other
 
11.8

 

 

 
11.8

Preferred Stocks
 
1.2

 

 

 
1.2

Total Common and Preferred Stocks
 
200.1

 

 

 
200.1

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
580.0

 

 
580.0

Commingled Fixed Income Funds
 

 
402.6

 

 
402.6

Total Commingled Funds
 

 
982.6

 

 
982.6

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.2

 

 
67.2

Other Bonds
 

 
12.6

 

 
12.6

Total Bonds
 

 
79.8

 

 
79.8

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
38.6

 

 

 
38.6

Foreign Government Bonds
 

 
2.0

 

 
2.0

U.S. Agency Mortgage Backed Securities
 

 
48.6

 

 
48.6

Total Government Bonds and Mortgage Backed Securities
 
38.6

 
50.6

 

 
89.2

State and Local Obligations
 

 
7.3

 

 
7.3

Real Estate Investment Trusts
 
2.4

 

 

 
2.4

Real Estate Funds
 

 

 
38.9

 
38.9

Short-Term Investment Funds
 

 
51.4

 

 
51.4

Total Investments at Fair Value
 
$
241.1

 
$
1,171.7

 
$
38.9

 
$
1,451.7

The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2012:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
102.3

 
$

 
$

 
$
102.3

Energy
 
42.2

 

 

 
42.2

Financial
 
78.3

 

 

 
78.3

Health Care
 
39.5

 

 

 
39.5

Industrial
 
75.2

 

 

 
75.2

Information Technology
 
76.8

 

 

 
76.8

Other
 
36.1

 

 

 
36.1

Preferred Stocks
 
0.9

 

 

 
0.9

Total Common and Preferred Stocks
 
451.3

 

 

 
451.3

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
215.1

 

 
215.1

Commingled Fixed Income Funds
 

 
404.6

 

 
404.6

Total Commingled Funds
 

 
619.7

 

 
619.7

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.6

 

 
67.6

Other Bonds
 

 
10.5

 

 
10.5

Total Bonds
 

 
78.1

 

 
78.1

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
58.5

 

 

 
58.5

Foreign Government Bonds
 

 
0.8

 

 
0.8

U.S. Agency Mortgage Backed Securities
 

 
38.6

 

 
38.6

Total Government Bonds and Mortgage Backed Securities
 
58.5

 
39.4

 

 
97.9

State and Local Obligations
 

 
6.8

 

 
6.8

Real Estate Investment Trusts
 
9.0

 

 

 
9.0

Real Estate Funds
 

 

 
34.8

 
34.8

Short-Term Investment Funds
 

 
21.2

 

 
21.2

Total Investments at Fair Value
 
$
518.8

 
$
765.2

 
$
34.8

 
$
1,318.8

Summary of Changes in Fair Value of all Plans' Level III Assets
The table below sets forth the summary of changes in the fair value of all of our plans’ Level III assets for the years ended December 31:
 
 
2013
 
2012
Beginning Balance at January 1
 
$
34.8

 
$
32.3

Actual return (loss) on plan assets:
 
 
 
 
Related to assets still held at the reporting date
 
4.1

 
2.5

Related to assets sold during the period
 

 

Purchases, sales and settlements
 

 

Transfers in and/or out of Level III
 

 

Balance at December 31
 
$
38.9

 
$
34.8

Weighted Average Asset Allocations and Target Asset Allocation by Asset Category
The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans:
 
 
Asset Allocations
 
Target Asset Allocations
 
 
As of December 31,
 
 
2013
 
2012
 
2013
 
2012
Equity Securities
 
55
%
 
52
%
 
52
%
 
52
%
Debt Securities
 
42
%
 
45
%
 
45
%
 
45
%
Real Estate
 
3
%
 
3
%
 
3
%
 
3
%
Total
 
100
%
 
100
%
 
100
%
 
100
%
Expected Benefit Payments from Pension Plans and Postretirement Plans through 2021
These amounts are net of expected plan participant contributions:
 
 
Pension Plans
 
Postretirement Benefits Plan
2014
 
$
106.7

 
$
4.3

2015
 
$
110.2

 
$
3.8

2016
 
$
113.9

 
$
3.5

2017
 
$
118.3

 
$
3.0

2018
 
$
113.7

 
$
2.7

2019 - 2023
 
$
582.4

 
$
10.0

Healthcare Trend Assumptions used in Determining Year End Benefit Obligation
The following table presents healthcare trend assumptions used to determine the year end benefit obligation:
 
 
2013
 
2012
Medical (1)
 
6.0
%
 
6.5
%
Prescription Drug (1)
 
8.0
%
 
8.5
%
(1)
The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter.
Effects of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates
A one-percentage-point change in the assumed health care cost trend rates would have the following effects:
 
 
1% Point
 
 
Increase
 
Decrease
Benefit Obligations at End of Year
 
$
(0.5
)
 
$
0.6

Service Cost Plus Interest Cost
 
$

 
$

XML 84 R65.htm IDEA: XBRL DOCUMENT v2.4.0.8
Share Repurchases (Parenthetical) (Detail) (USD $)
12 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Share Repurchase Programs
Dec. 31, 2012
Share Repurchase Programs
Dec. 31, 2011
Share Repurchase Programs
Dec. 31, 2013
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP)
Dec. 31, 2012
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP)
Dec. 31, 2011
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP)
Dec. 31, 2013
Share repurchase plan, 2011
Dec. 31, 2012
Share repurchase plan, 2011
Dec. 31, 2011
Share repurchase plan, 2011
Aug. 31, 2012
Share repurchase plan, 2011
Share Repurchase Programs
Oct. 30, 2011
Share repurchase plan, 2011
Share Repurchase Programs
Dec. 31, 2013
Share repurchase plan, 2011
Share Repurchase Programs
Dec. 31, 2011
Share repurchase plan, 2009
Feb. 27, 2009
Share repurchase plan, 2009
Share Repurchase Programs
Dec. 29, 2009
Share repurchase plan, 2007
Share Repurchase Programs
May 30, 2010
Share Repurchase Program, 2010
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP)
Accelerated Share Repurchases [Line Items]                                      
Amount approved for repurchase of shares                         $ 500,000,000 $ 500,000,000 $ 1,000,000,000   $ 200,000,000 $ 400,000,000  
Treasury Stock, Shares, Acquired 4,508,199 6,837,190 2,613,701 3,545,513 [1] 6,483,144 [1] 1,815,888 [1],[2] 962,686 [3] 354,046 [3] 797,813 [3] 3,545,513 6,483,144 435,770       1,380,118      
Treasury Stock, Value, Acquired, Cost Method $ 420,000,000 $ 508,000,000 $ 185,400,000 $ 325,000,000 $ 480,100,000 $ 126,100,000 $ 95,000,000 $ 27,900,000 $ 59,300,000 $ 325,000,000 $ 480,100,000 $ 29,800,000       $ 96,300,000      
Repurchase program, commencement date                           2011-11     2009-12    
Repurchase program, period                                   2 years 4 years
Share repurchase program, completion date                                   2011-11 2014-10
Number of shares authorized to be repurchased                                     5,000,000
[1] In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
[2] In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
[3] In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014.
XML 85 R22.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information
12 Months Ended
Dec. 31, 2013
Segment Reporting [Abstract]  
Segment Information
Segment Information
The operating segments reported below are our segments for which separate financial information is available and upon which operating results are evaluated by management on a timely basis to assess performance and to allocate resources.

On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):

North America (which consists of our operations in the U.S. and Canada);

Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and

Europe and Other International Markets (which primarily consists of our operations in the U.K., the Netherlands, Belgium, Latin America and European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:

North America (which consisted of our operations in the U.S. and Canada);

Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and

Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).

Our customer solution sets are D&B Risk Management Solutions™ and D&B Sales & Marketing Solutions™. Inter-segment sales are immaterial, and no single customer accounted for 10% or more of our total revenue. For management reporting purposes, we evaluate business segment performance before restructuring charges and intercompany transactions, because these charges and transactions are not a component of our ongoing income or expenses and may have a disproportionate positive or negative impact on the results of our ongoing underlying business.
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Revenue:
 
 
 
 
 
North America
$
1,233.9

 
$
1,225.6

 
$
1,238.1

Asia Pacific
179.3

 
176.8

 
164.8

Europe and Other International Markets
242.0

 
241.9

 
243.4

Consolidated Core
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses

 
18.7

 
112.2

Consolidated Total
$
1,655.2

 
$
1,663.0

 
$
1,758.5

Operating Income (Loss):
 
 
 
 
 
North America
$
407.4

 
$
480.9

 
$
480.1

Asia Pacific
19.0

 
4.7

 
16.8

Europe and Other International Markets
72.9

 
68.8

 
55.3

Total Segments
499.3

 
554.4

 
552.2

Corporate and Other (1)
(62.2
)
 
(122.3
)
 
(127.4
)
Consolidated Total
437.1

 
432.1

 
424.8

Non-Operating Income (Expense) – Net
(41.1
)
 
(53.8
)
 
(56.7
)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates
$
396.0

 
$
378.3

 
$
368.1

 
 
 
 
 
 
Depreciation and Amortization (2):
 
 
 
 
 
North America
$
41.6

 
$
41.8

 
$
42.9

Asia Pacific
14.4

 
17.2

 
18.8

Europe and Other International Markets
12.2

 
13.0

 
13.6

Total Segments
68.2

 
72.0

 
75.3

Corporate and Other
3.0

 
6.3

 
5.8

Consolidated Total
$
71.2

 
$
78.3

 
$
81.1

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
North America
$
3.7

 
$
2.2

 
$
2.0

Asia Pacific
3.2

 
4.4

 
2.5

Europe and Other International Markets
1.9

 
0.3

 
0.8

Total Segments
8.8

 
6.9

 
5.3

Corporate and Other
0.7

 
0.1

 
0.9

Consolidated Total
$
9.5

 
$
7.0

 
$
6.2

 
 
 
 
 
 
Additions to Computer Software and Other Intangibles (3):
 
 
 
 
 
North America
$
25.0

 
$
21.2

 
$
16.0

Asia Pacific
4.4

 
5.4

 
1.7

Europe and Other International Markets
6.7

 
6.7

 
6.2

Total Segments
36.1

 
33.3

 
23.9

Corporate and Other
9.5

 
34.1

 
23.3

Consolidated Total
$
45.6

 
$
67.4

 
$
47.2

 
 
 
At December 31,
 
 
2013
 
2012
 
2011
Assets (4):
 
 
 
 
 
 
North America
 
$
843.2

 
$
795.4

 
$
790.6

Asia Pacific
 
371.9

 
414.6

 
466.8

Europe and Other International Markets
 
445.4

 
365.7

 
317.8

Total Segments
 
1,660.5

 
1,575.7

 
1,575.2

Corporate and Other (primarily taxes)
 
229.8

 
416.1

 
401.9

Consolidated Total
 
$
1,890.3

 
$
1,991.8

 
$
1,977.1

 
 
 
 
 
 
 
Goodwill (5):
 
 
 
 
 
 
North America
 
$
265.1

 
$
266.5

 
$
266.0

Asia Pacific
 
210.2

 
234.0

 
222.0

Europe and Other International Markets
 
113.8

 
110.6

 
110.4

Consolidated Total
 
$
589.1

 
$
611.1

 
$
598.4



(1)
The following table summarizes “Corporate and Other:”
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Corporate Costs
$
(40.9
)
 
$
(49.1
)
 
$
(55.4
)
Restructuring Expense
(13.9
)
 
(29.4
)
 
(22.1
)
Strategic Technology Investment or MaxCV

 
(30.3
)
 
(44.8
)
Legal Fees and Other Shut-Down Costs Associated with Matters in China
(7.4
)
 
(13.5
)
 

Settlement of Legacy Pension Obligation

 

 
(5.1
)
Total Corporate and Other
$
(62.2
)
 
$
(122.3
)
 
$
(127.4
)

 
(2)
Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles.
The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
(3)
Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.
Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.
Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.
Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.
Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.
(4)
The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.
The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.
The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.
The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
(5)
Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.
Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.

Supplemental Geographic and Customer Solution Set Information:
 
 
 
At December 31,
 
 
2013
 
2012
 
2011
Long-Lived Assets (6):
 
 
 
 
 
 
North America
 
$
453.5

 
$
484.3

 
$
484.2

Asia Pacific
 
290.0

 
333.9

 
330.8

Europe and Other International Markets
 
162.8

 
164.9

 
165.3

Consolidated Total
 
$
906.3

 
$
983.1

 
$
980.3

(6)
Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
Long-lived assets in Asia Pacific decreased to $290.0 million at December 31, 2013 from $333.9 million at December 31, 2012. This is primarily attributable to the negative impact of foreign currency fluctuations.

 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Customer Solution Set Revenue:
 
 
 
 
 
North America:
 
 
 
 
 
Risk Management Solutions
$
693.2

 
$
700.6

 
$
729.7

Sales & Marketing Solutions
540.7

 
525.0

 
508.4

North America Core Revenue
1,233.9

 
1,225.6

 
1,238.1

Divested and Other Businesses (7)

 

 
8.7

Total North America Revenue
1,233.9

 
1,225.6

 
1,246.8

 
 
 
 
 
 
Asia Pacific:
 
 
 
 
 
Risk Management Solutions
154.5

 
147.5

 
144.5

Sales & Marketing Solutions
24.8

 
29.3

 
20.3

Asia Pacific Core Revenue
179.3

 
176.8

 
164.8

Divested and Other Businesses (7)

 
18.7

 
103.5

Total Asia Pacific Revenue
179.3

 
195.5

 
268.3

 
 
 
 
 
 
Europe and Other International Markets:
 
 
 
 
 
Risk Management Solutions
198.3

 
199.5

 
200.3

Sales & Marketing Solutions
43.7

 
42.4

 
43.1

Europe and Other International Markets Core Revenue
242.0

 
241.9

 
243.4

Divested and Other Businesses

 

 

Total Europe and Other International Markets Revenue
242.0

 
241.9

 
243.4

 
 
 
 
 
 
Consolidated Total:
 
 
 
 
 
Risk Management Solutions
1,046.0

 
1,047.6

 
1,074.5

Sales & Marketing Solutions
609.2

 
596.7

 
571.8

Core Revenue
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses (7)

 
18.7

 
112.2

Consolidated Total Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

(7) There were no divestitures during the year ended December 31, 2013.
During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011.
During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.
The following table represents Divested and Other Businesses revenue by solution set:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Divested and Other Businesses:
 
 
 
 
 
Risk Management Solutions
$

 
$
9.3

 
$
39.8

Sales & Marketing Solutions

 
9.4

 
72.4

Total Divested and Other Businesses Revenue
$

 
$
18.7

 
$
112.2

XML 86 R36.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Employee Stock Plans (Tables)
12 Months Ended
Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumptions [Table Text Block]
As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
1.9%
 
N/A
 
N/A
Expected term (in years)
3.0
 
N/A
 
N/A
Risk-free interest rate
0.38%
 
N/A
 
N/A
Fair value of LRSUs granted
$85.48
 
N/A
 
N/A
Expected volatility is based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The results is then annualized and compounded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Changes in Stock Options
Stock Options
Shares
 
Weighted Average Exercise Price Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2012
1,840,845

 
$
77.61

 
 
 
 
 
 
 
 
 
 
 
 
Granted
3,908

 
$
101.04

 
 
 
 
Exercised
(903,756
)
 
$
75.87

 
 
 
 
Forfeited or expired
(85,250
)
 
$
80.77

 
 
 
 
Outstanding at December 31, 2013
855,747

 
$
79.23

 
5.7
 
$
37.2

 
 
 
 
 
 
 
 
Exercisable and unvested expected to vest at December 31, 2013
843,683

 
$
79.18

 
5.7
 
$
36.8

Exercisable at December 31, 2013
501,439

 
$
78.73

 
4.4
 
$
22.1

Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option valuation model that used the weighted average assumptions in the following table:
 
2013
 
2012
 
2011
Expected stock price volatility
23%
 
23%
 
21%
Expected dividend yield
1.6%
 
1.8%
 
1.8%
Expected term (in years)
6.50
 
6.00
 
6.00
Risk-free interest rate
1.66%
 
1.21%
 
2.55%
Fair value of stock options granted
$21.57
 
$15.01
 
$15.86
Expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine the expected term assumption using a midpoint scenario which combines our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
Summary of Stock Options Outstanding
 
 
Stock Options Outstanding
 
Stock Options Exercisable
Range of Exercise Prices
 
Shares
 
Weighted Average Remaining Contractual Term (in years)
 
Weighted Average Exercise Price Per Share
 
Shares
 
Weighted Average Exercise Price Per Share
$59.86-$71.28
 
238,143

 
4.3
 
$
68.06

 
172,093

 
$
67.42

$74.69-$80.45
 
211,950

 
6.5
 
$
80.15

 
119,075

 
$
79.97

$82.64-$82.80
 
229,975

 
8.1
 
$
82.80

 
38,500

 
$
82.79

$88.04-$107.17
 
175,679

 
3.7
 
$
88.57

 
171,771

 
$
88.29

 
 
855,747

 
 
 
 
 
501,439

 
 
Changes in Nonvested Restricted Stock Units and Restricted Stock
Performance-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
104,976
 
$
80.11

 
1.5
 
$
8.2

  Granted
 
193,970
 
$
84.01

 
 
 
 
  Vested
 
(65,002)
 
$
79.50

 
 
 
 
  Forfeited
 
(94,526)
 
$
82.46

 
 
 
 
Nonvested Shares at December 31, 2013
 
139,418
 
$
84.22

 
2.1
 
$
17.1

Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block]
The total stock-based compensation expense and expected tax benefit for the years ended December 31, 2013, 2012, and 2011 are as follows:
Stock-based Compensation Expense:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
6.3

 
$
6.1

 
$
7.5

  Stock Options
 
1.7

 
3.8

 
4.1

  Employee Stock Purchase Plan ("ESPP")
 
0.7

 
0.7

 
0.8

 
 
 
 
 
 
 
Total Compensation Expense
 
$
8.7

 
$
10.6

 
$
12.4

Expected Tax Benefit:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
2.3

 
$
2.3

 
$
2.8

  Stock Options
 
0.6

 
1.4

 
1.5

 
 
 
 
 
 
 
Total Expected Tax Benefit
 
$
2.9

 
$
3.7

 
$
4.3

Schedule of share based payment award performance units with market condition valuation assumptions [Table Text Block]
The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
2.0%
 
N/A
 
N/A
Expected term (in years)
2.8
 
N/A
 
N/A
Risk-free interest rate
0.33%
 
N/A
 
N/A
Fair value of Performance Units granted
$86.59
 
N/A
 
N/A
Expected volatility is based on historical volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Schedule of Share Based Compensation, Service based Restricted Stock Units [Table Text Block]
Changes in our nonvested service-based restricted stock units for the year ended December 31, 2013 are summarized as follows:
Service-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
153,293
 
$
76.39

 
1.6
 
$
12.1

  Granted
 
42,368
 
$
89.55

 
 
 
 
  Vested
 
(61,681)
 
$
75.13

 
 
 
 
  Forfeited
 
(13,972)
 
$
70.23

 
 
 
 
Nonvested Shares at December 31, 2013
 
120,008
 
$
81.83

 
1.6
 
$
14.7

XML 87 R98.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Other Income (Expense) - Net (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Supplemental Financial Information [Abstract]        
Redemption Premium $ 5.8      
Effect of Legacy Tax Matters   0.8 [1] (14.8) [1] (7.1) [1]
Other Income (Expense) – Net   (1.7) (15.1) (21.2)
Discontinued Operation, Income (Loss) from Discontinued Operation, before Income Tax   0 [2] 6.1 [2] 0 [2]
Other than Temporary Impairment Losses, Investments   0 [3] 0 [3] (11.4) [3]
Other Nonoperating Expense   $ (2.5) [4] $ (6.4) [4] $ (2.7) [4]
[1] During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004.
[2] During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies.
[3] During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.
[4] Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation. Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation.
XML 88 R24.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial Information
12 Months Ended
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Information
Quarterly Financial Data (Unaudited)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 


 
 
North America
$
283.2

 
$
278.7

 
$
305.8

 
$
366.2

 
$
1,233.9

Asia Pacific
41.4

 
49.3

 
44.4

 
44.2

 
179.3

Europe and Other International Markets
56.4

 
58.4

 
60.9

 
66.3

 
242.0

Consolidated Revenue
$
381.0

 
$
386.4

 
$
411.1

 
$
476.7

 
$
1,655.2

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
86.0

 
$
84.5

 
$
112.3

 
$
124.6

 
$
407.4

Asia Pacific
2.4

 
8.4

 
5.1

 
3.1

 
19.0

Europe and Other International Markets
14.0

 
15.7

 
19.7

 
23.5

 
72.9

Total Segments
102.4

 
108.6

 
137.1

 
151.2

 
499.3

Corporate and Other (1)
(14.6
)
 
(14.7
)
 
(16.6
)
 
(16.3
)
 
(62.2
)
Consolidated Operating Income
87.8

 
93.9

 
120.5

 
134.9

 
437.1

Net Income
53.6

 
58.4

 
73.5

 
76.6

 
262.1

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 
(0.9
)
 
(0.7
)
 
(1.3
)
 
(3.6
)
Net Income Attributable to D&B
$
52.9

 
$
57.5

 
$
72.8

 
$
75.3

 
$
258.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.30

 
$
1.46

 
$
1.89

 
$
1.98

 
$
6.61

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.29

 
$
1.44

 
$
1.87

 
$
1.96

 
$
6.54

Cash Dividends Paid Per Common Share
$
0.40

 
$
0.40

 
$
0.40

 
$
0.40

 
$
1.60


 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
 
 
North America
$
285.5

 
$
279.0

 
$
308.3

 
$
352.8

 
$
1,225.6

Asia Pacific
59.9

 
46.6

 
44.8

 
44.2

 
195.5

Europe and Other International Markets
57.4

 
58.3

 
60.1

 
66.1

 
241.9

Consolidated Revenue
$
402.8

 
$
383.9

 
$
413.2

 
$
463.1

 
$
1,663.0

Operating Income (Loss):
 
 
 
 
 
 
 
 
 
North America
$
102.5

 
$
103.2

 
$
117.3

 
$
157.9

 
$
480.9

Asia Pacific
(11.1
)
 
5.6

 
5.1

 
5.1

 
4.7

Europe and Other International Markets
14.2

 
14.6

 
17.3

 
22.7

 
68.8

Total Segments
105.6

 
123.4

 
139.7

 
185.7

 
554.4

Corporate and Other (1)
(31.2
)
 
(34.1
)
 
(30.0
)
 
(27.0
)
 
(122.3
)
Consolidated Operating Income
74.4

 
89.3

 
109.7

 
158.7

 
432.1

Net Income
64.1

 
56.5

 
80.7

 
95.2

 
296.5

Less: Net (Income) Loss Attributable to the Noncontrolling Interest
(0.7
)
 

 
(1.1
)
 
0.8

 
(1.0
)
Net Income Attributable to D&B
$
63.4

 
$
56.5

 
$
79.6

 
$
96.0

 
$
295.5

 
 
 
 
 
 
 
 
 
 
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.33

 
$
1.21

 
$
1.77

 
$
2.22

 
$
6.47

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (2)
$
1.32

 
$
1.20

 
$
1.76

 
$
2.20

 
$
6.43

Cash Dividends Paid Per Common Share
$
0.38

 
$
0.38

 
$
0.38

 
$
0.38

 
$
1.52


(1)
The following table itemizes the components of the “Corporate and Other” category of Operating Income (Loss):
 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2013
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(10.7
)
 
$
(8.8
)
 
$
(9.6
)
 
$
(11.8
)
 
$
(40.9
)
Restructuring Expense
(2.3
)
 
(2.2
)
 
(6.1
)
 
(3.3
)
 
(13.9
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.6
)
 
(3.7
)
 
(0.9
)
 
(1.2
)
 
(7.4
)
Total Corporate and Other
$
(14.6
)
 
$
(14.7
)
 
$
(16.6
)
 
$
(16.3
)
 
$
(62.2
)

 
For the Three Months Ended
 
 
 
March 31,
 
June 30,
 
September 30,
 
December 31,
 
Full Year
2012
 
 
 
 
 
 
 
 
 
Corporate Costs
$
(12.5
)
 
$
(9.9
)
 
$
(13.1
)
 
$
(13.6
)
 
$
(49.1
)
Restructuring Expense
(9.1
)
 
(9.3
)
 
(4.8
)
 
(6.2
)
 
(29.4
)
Strategic Technology Investment or MaxCV
(8.4
)
 
(10.5
)
 
(6.7
)
 
(4.7
)
 
(30.3
)
Legal and Other Professional Fees and Shut-Down Costs Related to Matters in China
(1.2
)
 
(4.4
)
 
(5.4
)
 
(2.5
)
 
(13.5
)
Total Corporate and Other
$
(31.2
)
 
$
(34.1
)
 
$
(30.0
)
 
$
(27.0
)
 
$
(122.3
)

(2)
The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.
XML 89 R68.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Pension Plans [Member]
     
Components of Net Periodic Cost (Income):      
Service Cost $ 4.8 $ 5.9 $ 5.8
Interest Cost 70.2 75.2 85.0
Expected Return on Plan Assets (94.1) (99.3) (110.4)
Amortization of Prior Service Cost (Credit) 0.3 0.3 0.3
Recognized Actuarial Loss (Gain) 43.7 35.6 26.4
Net Periodic Cost (Income) 24.9 17.7 7.1
Postretirement Benefit Obligations
     
Components of Net Periodic Cost (Income):      
Service Cost 0.8 0.8 0.4
Interest Cost 0.7 0.6 0.9
Expected Return on Plan Assets 0 0 0
Amortization of Prior Service Cost (Credit) (9.2) (9.9) (10.0)
Recognized Actuarial Loss (Gain) (1.4) (2.5) (2.3)
Net Periodic Cost (Income) $ (9.1) $ (11.0) $ (11.0)
XML 90 Show.js IDEA: XBRL DOCUMENT /** * Rivet Software Inc. * * @copyright Copyright (c) 2006-2011 Rivet Software, Inc. All rights reserved. * Version 2.4.0.3 * */ var Show = {}; Show.LastAR = null, Show.hideAR = function(){ Show.LastAR.style.display = 'none'; }; Show.showAR = function ( link, id, win ){ if( Show.LastAR ){ Show.hideAR(); } var ref = link; do { ref = ref.nextSibling; } while (ref && ref.nodeName != 'TABLE'); if (!ref || ref.nodeName != 'TABLE') { var tmp = win ? win.document.getElementById(id) : document.getElementById(id); if( tmp ){ ref = tmp.cloneNode(true); ref.id = ''; link.parentNode.appendChild(ref); } } if( ref ){ ref.style.display = 'block'; Show.LastAR = ref; } }; Show.toggleNext = function( link ){ var ref = link; do{ ref = ref.nextSibling; }while( ref.nodeName != 'DIV' ); if( ref.style && ref.style.display && ref.style.display == 'none' ){ ref.style.display = 'block'; if( link.textContent ){ link.textContent = link.textContent.replace( '+', '-' ); }else{ link.innerText = link.innerText.replace( '+', '-' ); } }else{ ref.style.display = 'none'; if( link.textContent ){ link.textContent = link.textContent.replace( '-', '+' ); }else{ link.innerText = link.innerText.replace( '-', '+' ); } } }; XML 91 R7.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Shareholders' Equity (Deficit) (USD $)
In Millions, unless otherwise specified
Total
Common Stock ($0.01 Par Value) [Member]
Capital Surplus [Member]
Retained Earnings [Member]
Treasury Stock [Member]
Cumulative Translation Adjustment [Member]
Minimum Pension Liability Adjustment [Member]
Derivative Financial Instrument [Member]
Total D&B Shareholders' Equity (Deficit) [Member]
Noncontrolling Interest [Member]
Beginning Balance at Dec. 31, 2010 $ (668.8) $ 0.8 $ 227.3 $ 1,989.5 $ (2,214.1) $ (162.1) $ (516.0) $ (3.0) $ (677.6) $ 8.8
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net Income 260.2     260.3         260.3 (0.1)
Noncontrolling Interest Reclassed to Liability Held for Sale (4.7)   0           0 (4.7)
Purchase of shares/Sale of Noncontrolling Interest 1.7                 1.7
Equity-Based Plans 48.4   5.2   43.2       48.4  
Treasury Shares Acquired (185.4)       (185.4)       (185.4)  
Pension Adjustments, net of tax of $88.4 in 2013, $30.3 in 2012 and $80.4 in 2011 (122.4)           (122.4)   (122.4)  
Dividend Declared (71.2)     (70.5)         (70.5) (0.7)
Adjustments to Legacy Tax Matters 6.5   6.5           6.5  
Change in Cumulative Translation Adjustment (7.5)         (6.2)     (6.2) (1.3)
Derivative Financial Instruments, net of tax of $1.9 in 2012, no tax impact 2013, 2011 3.0 [1]             3.0 3.0  
Ending Balance at Dec. 31, 2011 (740.2) 0.8 239.0 2,179.3 (2,356.3) (168.3) (638.4) 0 (743.9) 3.7
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net Income 296.5     295.5         295.5 1.0
Purchase of shares/Sale of Noncontrolling Interest (0.4)                 (0.4)
Payment to Noncontrolling Interest (1.2)                 (1.2)
Equity-Based Plans 52.1   21.1   31.0       52.1  
Treasury Shares Acquired (508.0)       (508.0)       (508.0)  
Pension Adjustments, net of tax of $88.4 in 2013, $30.3 in 2012 and $80.4 in 2011 (62.6)           (62.6)   (62.6)  
Dividend Declared (69.3)     (69.3)         (69.3) 0
Adjustments to Legacy Tax Matters 1.6   1.6           1.6  
Change in Cumulative Translation Adjustment 17.1         17.1     17.1 0
Derivative Financial Instruments, net of tax of $1.9 in 2012, no tax impact 2013, 2011 0.1 [1]             0.1 0.1  
Ending Balance at Dec. 31, 2012 (1,014.3) 0.8 261.7 2,405.5 (2,833.3) (151.2) (701.0) 0.1 (1,017.4) 3.1
Increase (Decrease) in Stockholders' Equity [Roll Forward]                    
Net Income 262.1     258.5         258.5 3.6
Payment to Noncontrolling Interest (0.5)                 (0.5)
Equity-Based Plans 80.3   8.3   72.0       80.3  
Treasury Shares Acquired (420.0)       (420.0)       (420.0)  
Pension Adjustments, net of tax of $88.4 in 2013, $30.3 in 2012 and $80.4 in 2011 148.8           148.8   148.8  
Dividend Declared (63.1)     (63.1)         (63.1)  
Change in Cumulative Translation Adjustment (35.6)         (35.5)     (35.5) (0.1)
Derivative Financial Instruments, net of tax of $1.9 in 2012, no tax impact 2013, 2011 [1] 0                  
Ending Balance at Dec. 31, 2013 $ (1,042.3) $ 0.8 $ 270.0 $ 2,600.9 $ (3,181.3) $ (186.7) $ (552.2) $ 0.1 $ (1,048.4) $ 6.1
[1] Tax Income (Expense) of $(1.9) million during the year ended December 31, 2012. No tax impact during the years ended December 31, 2013 and 2011
XML 92 R3.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Statements of Operations and Comprehensive Income (Parenthetical) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Statement [Abstract]      
Prior Service Costs, Tax Income (Expense) $ 3.3 $ 3.1 $ 3.8
Net Actuarial Gain (Loss), Tax Income (Expense) (91.7) 27.2 76.6
Derivative Financial Instruments, Tax Income (Expense) 0 (1.9) 0
Pension Plans Remeasurement Adjustment, Net of Tax 127.9 (78.4) (131.1)
Pension Plans Remeasurement Adjustment, Tax Income (Expense) $ (75.9) $ 38.0 $ 86.2
XML 93 R17.htm IDEA: XBRL DOCUMENT v2.4.0.8
Earnings Per Share
12 Months Ended
Dec. 31, 2013
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share

We assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securities. We did not have any weighted average restricted shares outstanding for the year ended December 31, 2013. The weighted average restricted shares outstanding were 11,658 shares and 66,495 shares for the years ended December 31, 2012 and 2011, respectively.

We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just services. Beginning in 2013, we granted certain employees target awards of performance-based restricted stock units, in the form of leveraged restricted stock units or performance units. As the actual number of D&B common shares ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s actual performance against the pre-establish market conditions or performance conditions, these awards are considered contingently issuable shares. 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Net Income Attributable to D&B
$
258.5

 
$
295.5

 
$
260.3

Less: Allocation to Participating Securities

 
(0.1
)
 
(0.3
)
Net Income Attributable to D&B Common Shareholders – Basic and Diluted
$
258.5

 
$
295.4

 
$
260.0

Weighted Average Number of Shares Outstanding – Basic
39.1

 
45.6

 
48.9

Dilutive Effect of Our Stock Incentive Plans
0.4

 
0.4

 
0.4

Weighted Average Number of Shares Outstanding – Diluted
39.5

 
46.0

 
49.3

Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28


Stock-based awards (including contingently issuable shares) to acquire 99,154 shares, 1,345,796 shares and 1,434,780 shares of common stock were outstanding at December 31, 2013, 2012 and 2011, respectively, but were not included in the computation of diluted earnings per share because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being anti-dilutive. Our options generally expire ten years from the grant date and our stock awards vest generally within three to five years.
Our share repurchases were as follows:
 
 
For the Years Ended December 31,
Program
 
2013
 
2012
 
2011
 
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
 
 
Share Repurchase Programs
 
3,545,513

(a) 
$
325.0

 
6,483,144

(a)
$
480.1

 
1,815,888

(a)(b)
$
126.1

Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (“ESPP”)
 
962,686

(c) 
95.0

 
354,046

(c) 
27.9

 
797,813

(c)
59.3

Total Repurchases
 
4,508,199

  
$
420.0

 
6,837,190

  
$
508.0

 
2,613,701

  
$
185.4

 
(a)
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
(b)
In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
(c)
In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.
XML 94 R103.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Movement in Valuation Allowances and Reserves [Roll Forward]        
Deferred Tax Asset Valuation Allowance, Beginning Balance $ 38.3 $ 35.4 $ 38.1 $ 38.8
Additions charged (credited) to costs and expenses 2.7 (1.6) 0.8  
Additions charged (credited) due to foreign currency fluctuations 1.2 0 (0.5)  
Additions charged (credited) to other accounts (1.0) (1.1) (1.0)  
Deferred Tax Asset Valuation Allowance, Ending Balance $ 38.3 $ 35.4 $ 38.1 $ 38.8
XML 95 R93.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information Supplemental Geographic and Customer Solution Set Information (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Disclosure [Line Items]                      
Revenue $ 476.7 $ 411.1 $ 386.4 $ 381.0 $ 463.1 $ 413.2 $ 383.9 $ 402.8 $ 1,655.2 $ 1,663.0 $ 1,758.5
Divested and Other Businesses                 0 18.7 112.2
Risk Management Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Divested and Other Businesses                 0 9.3 39.8
Sale and Marketing Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Divested and Other Businesses                 0 9.4 72.4
Segment, Continuing Operations
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 1,655.2 1,644.3 1,646.3
Divested and Other Businesses                 0 [1] 18.7 [1] 112.2 [1]
Segment, Continuing Operations | Risk Management Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 1,046.0 1,047.6 1,074.5
Segment, Continuing Operations | Sale and Marketing Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 609.2 596.7 571.8
North America [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 366.2 305.8 278.7 283.2 352.8 308.3 279.0 285.5 1,233.9 1,225.6 1,246.8
North America [Member] | Segment, Continuing Operations
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 1,233.9 1,225.6 1,238.1
Divested and Other Businesses                 0 [1] 0 [1] 8.7 [1]
North America [Member] | Segment, Continuing Operations | Risk Management Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 693.2 700.6 729.7
North America [Member] | Segment, Continuing Operations | Sale and Marketing Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 540.7 525.0 508.4
Asia Pacific [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 44.2 44.4 49.3 41.4 44.2 44.8 46.6 59.9 179.3 195.5 268.3
Asia Pacific [Member] | Segment, Continuing Operations
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 179.3 176.8 164.8
Divested and Other Businesses                 0 [1] 18.7 [1] 103.5 [1]
Asia Pacific [Member] | Segment, Continuing Operations | Risk Management Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 154.5 147.5 144.5
Asia Pacific [Member] | Segment, Continuing Operations | Sale and Marketing Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 24.8 29.3 20.3
Europe and Other International Markets [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 66.3 60.9 58.4 56.4 66.1 60.1 58.3 57.4 242.0 241.9 243.4
Europe and Other International Markets [Member] | Segment, Continuing Operations
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 242.0 241.9 243.4
Divested and Other Businesses                 0 0 0
Europe and Other International Markets [Member] | Segment, Continuing Operations | Risk Management Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 198.3 199.5 200.3
Europe and Other International Markets [Member] | Segment, Continuing Operations | Sale and Marketing Solutions [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 $ 43.7 $ 42.4 $ 43.1
[1] There were no divestitures during the year ended December 31, 2013. During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011.During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.
XML 96 R91.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Disclosure [Line Items]                      
Revenue $ 476.7 $ 411.1 $ 386.4 $ 381.0 $ 463.1 $ 413.2 $ 383.9 $ 402.8 $ 1,655.2 $ 1,663.0 $ 1,758.5
Divested and Other Businesses                 0 18.7 112.2
Operating Income (Loss): 134.9 120.5 93.9 87.8 158.7 109.7 89.3 74.4 437.1 432.1 424.8
Non-Operating Income (Expense), Net                 (41.1) (53.8) (56.7)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates                 396.0 378.3 368.1
Depreciation and Amortization                 71.2 [1] 78.3 [1] 81.1 [1]
Capital Expenditures                 9.5 7.0 6.2
Additions to Computer Software and Other Intangibles                 45.6 [2] 67.4 [2] 47.2 [2]
Assets 1,890.3 [3]       1,991.8 [3]       1,890.3 [3] 1,991.8 [3] 1,977.1 [3]
Goodwill 589.1 [4]       611.1 [4]       589.1 [4] 611.1 [4] 598.4 [4]
Long-Lived Assets 906.3 [5]       983.1 [5]       906.3 [5] 983.1 [5] 980.3 [5]
North America [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 366.2 305.8 278.7 283.2 352.8 308.3 279.0 285.5 1,233.9 1,225.6 1,246.8
Goodwill 265.1 [4]       266.5 [4]       265.1 [4] 266.5 [4] 266.0 [4]
Long-Lived Assets 453.5 [5]       484.3 [5]       453.5 [5] 484.3 [5] 484.2 [5]
Asia Pacific [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 44.2 44.4 49.3 41.4 44.2 44.8 46.6 59.9 179.3 195.5 268.3
Goodwill 210.2 [4]       234.0 [4]       210.2 [4] 234.0 [4] 222.0 [4]
Long-Lived Assets 290.0 [5]       333.9 [5]       290.0 [5] 333.9 [5] 330.8 [5]
Europe and Other International Markets [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue 66.3 60.9 58.4 56.4 66.1 60.1 58.3 57.4 242.0 241.9 243.4
Goodwill 113.8 [4]       110.6 [4]       113.8 [4] 110.6 [4] 110.4 [4]
Long-Lived Assets 162.8 [5]       164.9 [5]       162.8 [5] 164.9 [5] 165.3 [5]
Total Segments [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 1,655.2 1,644.3 1,646.3
Operating Income (Loss):                 499.3 554.4 552.2
Depreciation and Amortization                 68.2 [1] 72.0 [1] 75.3 [1]
Capital Expenditures                 8.8 6.9 5.3
Additions to Computer Software and Other Intangibles                 36.1 [2] 33.3 [2] 23.9 [2]
Assets 1,660.5 [3]       1,575.7 [3]       1,660.5 [3] 1,575.7 [3] 1,575.2 [3]
Total Segments [Member] | North America [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 1,233.9 1,225.6 1,238.1
Operating Income (Loss):                 407.4 480.9 480.1
Depreciation and Amortization                 41.6 [1] 41.8 [1] 42.9 [1]
Capital Expenditures                 3.7 2.2 2.0
Additions to Computer Software and Other Intangibles                 25.0 [2] 21.2 [2] 16.0 [2]
Assets 843.2 [3]       795.4 [3]       843.2 [3] 795.4 [3] 790.6 [3]
Total Segments [Member] | Asia Pacific [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 179.3 176.8 164.8
Operating Income (Loss):                 19.0 4.7 16.8
Depreciation and Amortization                 14.4 [1] 17.2 [1] 18.8 [1]
Capital Expenditures                 3.2 4.4 2.5
Additions to Computer Software and Other Intangibles                 4.4 [2] 5.4 [2] 1.7 [2]
Assets 371.9 [3]       414.6 [3]       371.9 [3] 414.6 [3] 466.8 [3]
Total Segments [Member] | Europe and Other International Markets [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Revenue                 242.0 241.9 243.4
Operating Income (Loss):                 72.9 68.8 55.3
Depreciation and Amortization                 12.2 [1] 13.0 [1] 13.6 [1]
Capital Expenditures                 1.9 0.3 0.8
Additions to Computer Software and Other Intangibles                 6.7 [2] 6.7 [2] 6.2 [2]
Assets 445.4 [3]       365.7 [3]       445.4 [3] 365.7 [3] 317.8 [3]
Corporate and Other [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Operating Income (Loss):                 (62.2) [6] (122.3) [6] (127.4) [6]
Depreciation and Amortization                 3.0 [1] 6.3 [1] 5.8 [1]
Capital Expenditures                 0.7 0.1 0.9
Additions to Computer Software and Other Intangibles                 9.5 [2] 34.1 [2] 23.3 [2]
Assets $ 229.8 [3]       $ 416.1 [3]       $ 229.8 [3] $ 416.1 [3] $ 401.9 [3]
[1] Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
[2] Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.
[3] The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
[4] Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.
[5] Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
[6] The following table summarizes “Corporate and Other:” For the Years Ended December 31, 2013 2012 2011Corporate Costs$(40.9) $(49.1) $(55.4)Restructuring Expense(13.9) (29.4) (22.1)Strategic Technology Investment or MaxCV— (30.3) (44.8)Legal Fees and Other Shut-Down Costs Associated with Matters in China(7.4) (13.5) —Settlement of Legacy Pension Obligation— — (5.1)Total Corporate and Other$(62.2) $(122.3) $(127.4)
XML 97 R1.htm IDEA: XBRL DOCUMENT v2.4.0.8
Document and Entity Information (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Jan. 31, 2014
Jun. 30, 2013
Document Documentand Entity Information [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2013    
Document Fiscal Year Focus 2013    
Document Fiscal Period Focus FY    
Trading Symbol DNB    
Entity Registrant Name DUN & BRADSTREET CORP/NW    
Entity Central Index Key 0001115222    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Large Accelerated Filer    
Entity Common Stock, Shares Outstanding   37,598,063  
Entity Public Float     $ 3,764
XML 98 R18.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits
12 Months Ended
Dec. 31, 2013
Compensation and Retirement Disclosure [Abstract]  
Pension and Postretirement Benefits
Pension and Postretirement Benefits

Through June 30, 2007, we offered to substantially all of our U.S.-based employees coverage under a defined benefit plan called The Dun & Bradstreet Corporation Retirement Account (“U.S. Qualified Plan”). The U.S. Qualified Plan covered active and retired employees. The benefits to be paid upon retirement are based on a percentage of the employee’s annual compensation. The percentage of compensation allocated annually to a retirement account ranged from 3% to 12.5% based on age and service. Amounts allocated under the U.S. Qualified Plan also receive interest credits based on the 30-year Treasury rate or equivalent rate published by the Internal Revenue Service. Pension costs are determined actuarially and funded in accordance with the Internal Revenue Code. During 2010, in conjunction with a determination letter review, we updated certain portions of the U.S. Qualified Plan cash balance pay credit scale, along with the minimum interest crediting rate, retroactive to January 1, 1997. This update ensured that the U.S. Qualified Plan complies with the accrual rules in the Internal Revenue Code. We received a favorable determination letter for the U.S. Qualified Plan in October 2010 in conjunction with these changes.
We also maintain supplemental and excess plans in the United States (“U.S. Non-Qualified Plans”) to provide additional retirement benefits to certain key employees of the Company. These plans are unfunded, pay-as-you-go plans. The U.S. Qualified Plan and the U.S. Non-Qualified Plans account for approximately 70% and 14% of our pension obligation, respectively, at December 31, 2013. Effective June 30, 2007, we amended the U.S. Qualified Plan and one of the U.S. Non-Qualified Plans, known as the U.S. Pension Benefit Equalization Plan (the “PBEP”). Any pension benefit that had been accrued through such date under the two plans was “frozen” at its then current value and no additional benefits, other than interest on such amounts, will accrue under the U.S. Qualified Plan and the PBEP. Our employees in certain of our international operations are also provided with retirement benefits through defined benefit plans, representing the remaining balance of our pension obligations.
We also provide various health care benefits for retirees. U.S.-based employees hired before January 1, 2004, who retire with 10 years of vesting service after age 45, are eligible to receive benefits. Postretirement benefit costs and obligations are determined actuarially. During the first quarter of 2010, we eliminated company-paid life insurance benefits for retirees and modified our sharing with retirees of the Retiree Drug Subsidy that we expect to receive. Effective July 1, 2010, we elected to convert the current prescription drug program for retirees over 65 to a group-based company sponsored Medicare Part D program, or Employer Group Waiver Plan (“EGWP”). Under this change, in 2013 we started to use the Part D subsidies delivered through the EGWP each year to reduce net company retiree medical costs until net company costs are completely eliminated. At that time, the Part D subsidies will be shared with retirees going forward to reduce retiree contributions.
Certain of our non-U.S. based employees receive postretirement benefits through government-sponsored or administered programs.
We use an annual measurement date of December 31 for our U.S. and Canada plans and November 30 for other non-U.S. plans.
Benefit Obligation and Plan Assets
The following table sets forth the changes in our benefit obligations and plan assets for our pension and postretirement plans. The table also presents the line items in the consolidated balance sheets where the related assets and liabilities are recorded:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Change in Benefit Obligation:
 
 
 
 
 
 
 
 
Benefit Obligation at January 1
 
$
(1,972.1
)
 
$
(1,837.5
)
 
$
(27.0
)
 
$
(25.1
)
Service Cost
 
(4.8
)
 
(5.9
)
 
(0.8
)
 
(0.8
)
Interest Cost
 
(70.2
)
 
(75.2
)
 
(0.7
)
 
(0.6
)
Benefits Paid
 
97.9

 
96.7

 
15.1

 
15.9

Direct Subsidies Received
 

 

 
(2.0
)
 
(2.5
)
Impact of Curtailment/Settlement
 

 
0.4

 

 

Plan Participant Contributions
 
(0.4
)
 
(0.4
)
 
(10.1
)
 
(10.6
)
Actuarial (Loss) Gain
 
(3.3
)
 
(12.9
)
 
(0.1
)
 
4.7

Assumption Change
 
127.4

 
(129.0
)
 
(1.8
)
 
(8.0
)
Effect of Changes in Foreign Currency Exchange Rates
 
(2.1
)
 
(8.3
)
 

 

Benefit Obligation at December 31
 
$
(1,827.6
)
 
$
(1,972.1
)
 
$
(27.4
)
 
$
(27.0
)
Change in Plan Assets:
 
 
 
 
 
 
 
 
Fair Value of Plan Assets at January 1
 
1,318.8

 
1,248.1

 

 

Actual Return on Plan Assets
 
178.1

 
128.1

 

 

Employer Contributions
 
51.2

 
31.8

 
3.0

 
2.8

Direct Subsidies Received
 

 

 
2.0

 
2.5

Plan Participant Contributions
 
0.4

 
0.4

 
10.1

 
10.6

Benefits Paid
 
(97.9
)
 
(96.7
)
 
(15.1
)
 
(15.9
)
Effect of Changes in Foreign Currency Exchange Rates
 
1.1

 
7.1

 

 

Fair Value of Plan Assets at December 31
 
$
1,451.7

 
$
1,318.8

 
$

 
$

Funded Status of Plan
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Amounts Recorded in the Consolidated Balance Sheets:
 
 
 
 
 
 
 
 
Prepaid Pension Costs
 
$
3.4

 
$

 
$

 
$

Pension and Postretirement Benefits
 
(362.9
)
 
(636.9
)
 
(23.1
)
 
(22.5
)
Accrued Payroll
 
(16.4
)
 
(16.4
)
 
(4.3
)
 
(4.5
)
Net Amount Recognized
 
$
(375.9
)
 
$
(653.3
)
 
$
(27.4
)
 
$
(27.0
)
Accumulated Benefit Obligation
 
$
1,814.5

 
$
1,954.7

 
N/A

 
N/A

Amount Recognized in Accumulated Other Comprehensive Income Consists of:
 
 
 
 
 
 
 
 
Actuarial Loss (Gain)
 
$
920.3

 
$
1,171.6

 
$
(11.6
)
 
$
(17.0
)
Prior Service Cost (Credit)
 
5.5

 
5.9

 
(1.6
)
 
(10.8
)
Total Amount Recognized - Pretax
 
$
925.8

 
$
1,177.5

 
$
(13.2
)
 
$
(27.8
)

Grantor Trusts are used to fund the U.S. Non-Qualified Plans. At December 31, 2013 and 2012, the balances in these trusts were $13.3 million and $13.5 million, respectively, and are included as components of “Other Non-Current Assets” in the consolidated balance sheets.
As of December 31, 2013 and 2012, our pension plans had an aggregate of $920.3 million and $1,171.6 million, respectively, of actuarial losses that have not yet been included in the net periodic benefit cost. These losses represent the cumulative effect of demographic and investment experience, as well as assumption changes that have been made in measuring the plans’ liabilities. The deferred asset gain or loss is not yet reflected in the market-related value of plan assets and is excluded in determining the loss amortization. At December 31, 2013 and 2012, our pension plans had $59.9 million and $4.8 million of deferred asset gain, respectively, which were excluded from determining the gain or loss amortization. The remaining gain or loss, to the extent it exceeds the greater of 10% of the projected benefit obligation or market-related value of plan assets, will be amortized into expense each year on a straight-line and plan-by-plan basis, over the remaining expected future working lifetime of active participants or the average remaining life expectancy of the participants if all or almost all of the plan participants are inactive. Currently, the amortization periods range from nine to 23 years for the U.S. plans and six to 31 years for the non-U.S. plans. For certain of our non-U.S. plans, almost all of the plan participants are inactive. In addition, during 2009, we changed the amortization period for our U.S. Qualified Plan from average future service years of active participants to average life expectancy of all plan participants according to our accounting policy. The change was a result of almost all plan participants being deemed inactive. The postretirement benefit plan had $11.6 million and $17.0 million of actuarial gains as of December 31, 2013 and 2012, respectively. The actuarial gains will be amortized into expense in the same manner as described above. The amortization period is approximately nine years.
Underfunded or Unfunded Accumulated Benefit Obligations
At December 31, 2013 and 2012, our underfunded or unfunded accumulated benefit obligation and the related projected benefit obligation are as follows:
 
 
2013
 
2012
Accumulated Benefit Obligation
 
$
1,793.2

 
$
1,930.3

Fair Value of Plan Assets
 
1,425.0

 
1,293.6

Unfunded Accumulated Benefit Obligation
 
$
368.2

 
$
636.7

Projected Benefit Obligation
 
$
1,804.4

 
$
1,945.5


The underfunded or unfunded accumulated benefit obligations at December 31, 2013 consisted of $329.6 million and $38.6 million related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively. The underfunded or unfunded accumulated benefit obligations at December 31, 2012 consisted of $584.5 million and $52.2 million related to our U.S. plans (including Qualified and non-Qualified Plans) and non-U.S. defined benefit plans, respectively.
Net Periodic Pension Cost
The following table sets forth the components of net periodic cost associated with our pension plans and our postretirement benefit obligations:
 
 
Pension Plans
 
Postretirement Benefit Obligations
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Components of Net Periodic Cost (Income):
 
 
 
 
 
 
 
 
 
 
 
Service Cost
$
4.8

 
$
5.9

 
$
5.8

 
$
0.8

 
$
0.8

 
$
0.4

Interest Cost
70.2

 
75.2

 
85.0

 
0.7

 
0.6

 
0.9

Expected Return on Plan Assets
(94.1
)
 
(99.3
)
 
(110.4
)
 

 

 

Amortization of Prior Service Cost (Credit)
0.3

 
0.3

 
0.3

 
(9.2
)
 
(9.9
)
 
(10.0
)
Recognized Actuarial Loss (Gain)
43.7

 
35.6

 
26.4

 
(1.4
)
 
(2.5
)
 
(2.3
)
Net Periodic Cost (Income)
$
24.9

 
$
17.7

 
$
7.1

 
$
(9.1
)
 
$
(11.0
)
 
$
(11.0
)

The following table sets forth other changes in plan assets and benefit obligations recognized in Other Comprehensive Income:
 
 
Pension Plans
 
Postretirement Benefits
 
 
At December 31,
 
 
2013
 
2012
 
2013
 
2012
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income
 
 
 
 
 
 
 
 
Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012
 
$
(43.7
)
 
$
(35.6
)
 
$
1.4

 
$
2.5

Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012
 
$
(0.3
)
 
$
(0.3
)
 
$
9.2

 
$
9.9

Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012
 
$
207.6

 
$
(113.4
)
 
$
(4.0
)
 
$
(3.2
)
Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012
 
$
0.1

 
$
0.1

 
$

 
$


The following table sets forth estimated 2014 amortization from AOCI:
 
 
 
 
Postretirement Benefits
 
 
Pension Plans
 
Estimated 2014 amortization from Accumulated Other Comprehensive Income
 
 
 
 
Actuarial Loss (Gain)
 
$
35.7

 
$
(1.0
)
Prior Service Cost
 
0.3

 
(1.6
)
Total
 
$
36.0

 
$
(2.6
)

In addition, we incurred a settlement charge of $6.4 million for the year ended December 31, 2011, of which $1.3 million related to our Canadian plan and $5.1 million related to a settlement payment for certain legacy D&B executives.

We apply our long-term expected rate of return assumption to the market-related value of assets to calculate the expected return on plan assets, which is a major component of our annual net periodic pension cost. The market-related value of assets recognizes short-term fluctuations in the fair value of assets over a period of five years, using a straight-line amortization basis. The methodology has been utilized to reduce the effect of short-term market fluctuations on the net periodic pension cost. Since the market-related value of assets recognizes gains or losses over a five-year period, the future value of assets will be impacted as previously deferred gains or losses are amortized. At December 31, 2013 and 2012, the market-related value of assets of our pension plans was $1,391.8 million and $1,314.0 million, respectively, compared with the fair value of the plan assets of $1,451.7 million and $1,318.8 million, respectively.
The following table sets forth the assumptions we used to determine our pension plan and postretirement benefit plan obligations for December 31, 2013 and 2012:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2013
 
2012
Weighted Average Discount Rate
 
4.43
%
 
3.64
%
 
3.18
%
 
2.59
%
Weighted Average Rate of Compensation Increase
 
5.95
%
 
5.99
%
 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.8%

 
4.45%/3.0%

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
1.19%/4.53%/5.66%

 
0.97%/3.50%/4.60%

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
The following table sets forth the assumptions we used to determine net periodic benefit cost for the years ended December 31, 2013, 2012 and 2011:
 
 
Pension Plans
 
Postretirement Benefits
 
 
2013
 
2012
 
2011
 
2013
 
2012
 
2011
Weighted Average Discount Rate
 
3.71
%
 
4.30
%
 
5.11
%
 
2.59
%
 
3.17
%
 
3.47
%
Weighted Average Expected Long-Term Return on Plan Assets
 
7.15
%
 
7.24
%
 
8.05
%
 
N/A

 
N/A

 
N/A

Weighted Average Rate of Compensation Increase
 
5.59
%
 
5.80
%
 
6.27
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Interest Crediting Rate (1)
 
4.45%/3.0%

 
4.45
%
 
4.45
%
 
N/A

 
N/A

 
N/A

Cash Balance Account Conversion Rate (1)
 
0.97%/3.50%/4.60%

 
1.99%/4.47%/5.26%

 
1.98%/5.23%/6.52%

 
N/A

 
N/A

 
N/A

(1) Only applicable to the U.S. Plans.
The expected long-term rate of return assumption was 7.75%, 7.75% and 8.25% for the years ended December 31, 2013, 2012 and 2011, respectively, for the U.S. Qualified Plan, our principal pension plan. For the year ended December 31, 2014, we will apply a 7.75% expected long-term rate of return assumption to the U.S. Qualified Plan. This assumption is based on the plan’s 2014 target asset allocation of 52% equity securities, 45% debt securities and 3% real estate. The expected long-term rate of return assumption reflects long-term capital market return forecasts for the asset classes employed, assumed excess returns from active management within each asset class, the portion of plan assets that are actively managed, and periodic rebalancing back to target allocations. Current market factors such as inflation and interest rates are evaluated before the long-term capital market assumptions are determined. In addition, peer data and historical returns are reviewed to check for reasonableness. Although we review our expected long-term rate of return assumption annually, our plan performance in any one particular year does not, by itself, significantly influence our evaluation. Our assumption is generally not revised unless there is a fundamental change in one of the factors upon which it is based, such as the target asset allocation or long-term capital market return forecasts.
Obligations
We use the discount rate to measure the present value of pension plan obligations and postretirement health care obligations at year-end as well as to calculate next year’s pension income or cost. It is derived by using a yield curve approach which matches projected plan benefit payment streams with bond portfolios reflecting actual liability duration unique to the plans. The rate is adjusted at each remeasurement date, based on the factors noted above.
Plan Assets (U.S. Qualified Plan and non-U.S. pension plans)
A financial instrument’s level or categorization within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such investments pursuant to the valuation hierarchy. There have been no changes in the methodologies used at December 31, 2013 and 2012.
Common Stocks and Preferred Stocks
Common stocks and preferred stocks are valued at the closing price reported on the active market in which the individual securities are traded. Common stocks and preferred stocks are classified as Level I assets as they are traded in active markets, such as the NYSE, NASDAQ or European exchanges, with quoted market prices (i.e., observable inputs).
Commingled Equity Funds
This asset category represents a common collective trust that seeks to provide a total investment return in line with the performance of the S&P 500 Index® over the long term. Commingled equity funds are classified as Level II assets.  The Net Asset Value ("NAV") of commingled equity funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding. The commingled equity funds are classified as Level II assets as they may be redeemed at NAV daily. This asset category does not have any unfunded commitments or any redemption restrictions.
Commingled Fixed Income Funds
This asset category consists of debt and fixed income securities whose investment objectives include outperformance of the Barclays Capital Long Government/Credit Index; the Barclays Capital U.S. Aggregate Bond Index; the Barclays Capital Mortgage Backed Securities Index; the Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index; the Citigroup Non U.S. Dollar World Government Bond Index and the S&P /LSTA Performing Loan Index.
Commingled fixed income funds are classified as Level II assets. These investments are valued using the NAV provided by the administrator of the fund. The NAV of commingled fixed income funds are determined by prices of the underlying securities, less the funds' liabilities, and then divided by the number of shares outstanding. The commingled fixed income funds are classified as Level II assets as they may be redeemed at NAV daily. The asset category does not have any unfunded commitments or any redemption restrictions.
Corporate and Other Bonds
These assets are classified as Level II assets. These investments trade in markets that are not considered to be active and whose values are based on quoted market prices or dealer quotations. Corporate Bonds are typically traded over-the-counter, not via exchanges (i.e., prices are negotiated individually). Hence, identical assets can be quoted with different prices depending on the parties involved. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. Such prices are determined by Treasury yields and corporate spreads.
U.S., State and Foreign Government Bonds and U.S. Agency Mortgage Backed Securities
U.S. Treasury Securities are a Level I asset due to the availability of quoted prices in active market on a daily basis. U.S. Treasury prices can be obtained via direct market quotes provided by market makers and U.S. Treasuries have much more pricing transparency (i.e., very little bid-ask spread versus the other instruments having a larger bid-ask spread).
State, government and government agency obligations are generally valued based on bid quotations for identical or similar obligations. Foreign Government Bonds, U.S. Agency debt or mortgage backed securities are traded over-the-counter, not via exchanges. Observable inputs would be the prices obtained from third party pricing sources retained by the custodian. These investments are classified as Level II assets.
Real Estate Investment Trusts
The real estate investment trusts component of Plan assets are made up of publicly traded U.S. and foreign equities in the real estate industry. Since quoted prices are available in active markets and the Plan has the ability to access at the measurement date, these investments are classified as Level I assets and can be redeemed daily.
Real Estate Funds
The investment objective of this category is to exceed the National Council of Real Estate Investment Fiduciaries Open-End Diversified Core Index (“NCREIF OEDC Index”). Real estate funds investing in private real estate properties are classified as Level III assets because liquidity is limited and there are few observable market participant transactions. The values of real estate properties are prepared giving consideration to the income, cost and sales comparison approaches of estimating property values. The underlying investments are valued using third parties. The investment valuations are obtained through appraisals using the income approach based on unobservable cash flows to be received from expected rents. The cost approach     estimates the replacement cost of the building less depreciation, plus the land value. The sales comparison approach compares recent transactions to the appraised property. Real estate funds are valued at net asset value ("NAV") quarterly. Investment holders can request redemption on a quarterly basis. The ability of the investment holder to redeem funds quarterly is subject to the availability of cash arising from net investment income, allocations and the sale of investments in the normal course of business. To the extent that redemption requests exceed the availability of cash, the real estate fund has uniform procedures to provide for cash payments, which may be deferred for such period as the real estate fund considers necessary in order to obtain the funds to be withdrawn. There were no unfunded withdrawal requests at December 31, 2013.
Short-Term Investment Funds (STIF)
These investments include cash, bank notes, corporate notes, government bills and various short-term debt instruments. The investment objective is to provide safety of principal and daily liquidity by investing in high quality money market instruments. They are valued at the NAV. The short-term funds are classified as Level II assets as they may be redeemed at NAV daily.
The preceding methods may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. The Company believes its valuation methods are appropriate and consistent with other market participants. The use of different methodologies or assumption to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
There were no transfers between Level I and Level II investments during the years ended December 31, 2013 and December 31, 2012.

The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2013:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
35.5

 
$

 
$

 
$
35.5

Energy
 
15.8

 

 

 
15.8

Financial
 
44.2

 

 

 
44.2

Health Care
 
22.1

 

 

 
22.1

Industrial
 
32.6

 

 

 
32.6

Information Technology
 
36.9

 

 

 
36.9

Other
 
11.8

 

 

 
11.8

Preferred Stocks
 
1.2

 

 

 
1.2

Total Common and Preferred Stocks
 
200.1

 

 

 
200.1

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
580.0

 

 
580.0

Commingled Fixed Income Funds
 

 
402.6

 

 
402.6

Total Commingled Funds
 

 
982.6

 

 
982.6

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.2

 

 
67.2

Other Bonds
 

 
12.6

 

 
12.6

Total Bonds
 

 
79.8

 

 
79.8

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
38.6

 

 

 
38.6

Foreign Government Bonds
 

 
2.0

 

 
2.0

U.S. Agency Mortgage Backed Securities
 

 
48.6

 

 
48.6

Total Government Bonds and Mortgage Backed Securities
 
38.6

 
50.6

 

 
89.2

State and Local Obligations
 

 
7.3

 

 
7.3

Real Estate Investment Trusts
 
2.4

 

 

 
2.4

Real Estate Funds
 

 

 
38.9

 
38.9

Short-Term Investment Funds
 

 
51.4

 

 
51.4

Total Investments at Fair Value
 
$
241.1

 
$
1,171.7

 
$
38.9

 
$
1,451.7

The following table sets forth by level, within the fair value hierarchy, the plan assets at fair value as of December 31, 2012:
Asset Category
 
Quoted Prices in Active Markets for Identical Assets (Level I)
 
Significant Other Observable Inputs (Level II)
 
Significant Unobservable Inputs
(Level III)
 
Total
Common and Preferred Stocks:
 
 
 
 
 
 
 
 
Consumer
 
$
102.3

 
$

 
$

 
$
102.3

Energy
 
42.2

 

 

 
42.2

Financial
 
78.3

 

 

 
78.3

Health Care
 
39.5

 

 

 
39.5

Industrial
 
75.2

 

 

 
75.2

Information Technology
 
76.8

 

 

 
76.8

Other
 
36.1

 

 

 
36.1

Preferred Stocks
 
0.9

 

 

 
0.9

Total Common and Preferred Stocks
 
451.3

 

 

 
451.3

Commingled Funds:
 
 
 
 
 
 
 
 
Commingled Equity Funds
 

 
215.1

 

 
215.1

Commingled Fixed Income Funds
 

 
404.6

 

 
404.6

Total Commingled Funds
 

 
619.7

 

 
619.7

Bonds:
 
 
 
 
 
 
 
 
Corporate Bonds
 

 
67.6

 

 
67.6

Other Bonds
 

 
10.5

 

 
10.5

Total Bonds
 

 
78.1

 

 
78.1

Government Bonds and Mortgage Backed Securities:
 
 
 
 
 
 
 
 
U.S. Government Bonds and Notes
 
58.5

 

 

 
58.5

Foreign Government Bonds
 

 
0.8

 

 
0.8

U.S. Agency Mortgage Backed Securities
 

 
38.6

 

 
38.6

Total Government Bonds and Mortgage Backed Securities
 
58.5

 
39.4

 

 
97.9

State and Local Obligations
 

 
6.8

 

 
6.8

Real Estate Investment Trusts
 
9.0

 

 

 
9.0

Real Estate Funds
 

 

 
34.8

 
34.8

Short-Term Investment Funds
 

 
21.2

 

 
21.2

Total Investments at Fair Value
 
$
518.8

 
$
765.2

 
$
34.8

 
$
1,318.8



Level III Gains and Losses
The table below sets forth the summary of changes in the fair value of all of our plans’ Level III assets for the years ended December 31:
 
 
2013
 
2012
Beginning Balance at January 1
 
$
34.8

 
$
32.3

Actual return (loss) on plan assets:
 
 
 
 
Related to assets still held at the reporting date
 
4.1

 
2.5

Related to assets sold during the period
 

 

Purchases, sales and settlements
 

 

Transfers in and/or out of Level III
 

 

Balance at December 31
 
$
38.9

 
$
34.8


Investment Strategy
The investment objective for our principal plan, the U.S. Qualified Plan, is to achieve over the investment horizon a long-term total return, which at least matches our expected long-term rate of return assumption while maintaining a prudent level of portfolio risk. We emphasize long-term growth of principal while avoiding excessive risk so as to use Plan asset returns to help finance pension obligations, thus improving our Plan’s funded status. We predominantly invest in assets that can be sold readily and efficiently to ensure our ability to reasonably meet expected cash flow requirements. Although peer relative performance is examined, outperformance of such does not constitute an investment objective.
We define our primary risk concern to be the Plan’s funded status volatility and to a lesser extent total plan return volatility. Understanding that risk is present in all types of assets and investment styles, we acknowledge that some risk is necessary to produce long-term investment results that are sufficient to meet the Plan’s objectives. However, we monitor and ensure that the investment managers we employ make reasonable efforts to maximize returns while controlling for risk parameters.
Investment risk is also controlled through diversification among multiple asset classes, managers, investment styles and periodic rebalancing toward asset allocation targets. Risk is further controlled at the investment manager level by requiring managers to follow formal written investment guidelines which enumerate eligible securities, maximum portfolio concentration limits, excess return and tracking error targets as well as other relevant portfolio constraints. Investment results and risk are measured and monitored on an ongoing basis and quarterly investment reviews are conducted. The Plan’s active investment managers are prohibited from investing plan assets in equity or debt securities issued or guaranteed by the Company.
Our Plan assets are invested using a combination of both active and passive (indexed) investment strategies. Active strategies employ multiple investment management firms. The Plan’s equity securities are diversified across U.S. and non-U.S. stocks in order to further reduce risk at the total Plan level. Our active investment managers employ a range of investment styles and approaches that are combined in a way that compensates for capitalization and style biases versus benchmark indices. As such, our investment managers are expected to adhere to the investment management style for which they were hired and are evaluated regularly for adherence to investment discipline.
The Plan’s debt securities are diversified principally among securities issued or guaranteed by the U.S. government or its agencies, mortgage-backed securities, including collateralized mortgage obligations, corporate debt obligations and dollar-denominated obligations issued in the U.S. by non-U.S. banks and corporations. Generally, up to 10% of the actively managed debt securities may be invested in securities rated below investment grade. The Plan’s real estate investments are made through a commingled equity real estate fund of U.S. properties diversified by property type and geographic location.
We have formally identified the primary objective for each asset class within our Plan. U.S. equities are held for their long-term capital appreciation and dividend income, which is expected to exceed the rate of inflation. International equities are held for their long-term capital appreciation, as well as diversification relative to U.S. equities and other asset classes. Fixed income instruments are held as a source of current income and to reduce overall Plan volatility. Additionally, they are designed to provide a partial hedge relative to the interest rate sensitivity of the Plan’s liabilities. Real estate investments are held as a hedge against unexpected inflation and are expected to provide a relatively high level of income. Real estate investments are also expected to provide diversification to the overall Fund. Cash is held only to meet liquidity requirements.
Allocations
We employ a total return investment approach in which a mix of equity, debt and real estate investments is used to achieve a competitive long-term rate of return on plan assets at a prudent level of risk. Our weighted average plan target asset allocation is 52% equity securities (range of 42% to 62%), 45% debt securities (range of 35% to 55%) and 3% real estate (range of 0% to 6%). The Plan’s actual allocation is controlled by periodic rebalancing back to target.
The following table sets forth the weighted average asset allocations and target asset allocations by asset category, as of the measurement dates of the plans:
 
 
Asset Allocations
 
Target Asset Allocations
 
 
As of December 31,
 
 
2013
 
2012
 
2013
 
2012
Equity Securities
 
55
%
 
52
%
 
52
%
 
52
%
Debt Securities
 
42
%
 
45
%
 
45
%
 
45
%
Real Estate
 
3
%
 
3
%
 
3
%
 
3
%
Total
 
100
%
 
100
%
 
100
%
 
100
%

Contributions and Benefit Payments
We expect to contribute approximately $20 million to our U.S. Non-Qualified Plans and non-U.S. Pension Plans and approximately $4 million to our postretirement benefit plan for the year ended December 31, 2014. We made a $20 million contribution to the U.S. Qualified Plan in fiscal 2013 to satisfy funding requirements due in fiscal 2014 related to the 2013 and 2014 plan years. We do not expect to make any contributions to the U.S. Qualified Plan in fiscal 2014 for the 2013 plan years based on the minimum funding requirements as defined in the Pension Protection Act of 2006, as amended by the Moving Ahead for Progress in the 21st Century Act. However, we may consider making contributions of up to $18 million to the U.S. Qualified Plan in fiscal 2014 related to the 2014 plan year, which is not due until fiscal 2015. Final funding requirements for fiscal 2014 will be determined based on our January 2014 funding actuarial valuation.
The following table summarizes expected benefit payments from our pension plans and postretirement plans through 2023. Actual benefit payments may differ from expected benefit payments. These amounts are net of expected plan participant contributions:
 
 
Pension Plans
 
Postretirement Benefits Plan
2014
 
$
106.7

 
$
4.3

2015
 
$
110.2

 
$
3.8

2016
 
$
113.9

 
$
3.5

2017
 
$
118.3

 
$
3.0

2018
 
$
113.7

 
$
2.7

2019 - 2023
 
$
582.4

 
$
10.0


Health Care Benefits
The following table presents healthcare trend assumptions used to determine the year end benefit obligation:
 
 
2013
 
2012
Medical (1)
 
6.0
%
 
6.5
%
Prescription Drug (1)
 
8.0
%
 
8.5
%
(1)
The rates are assumed to decrease to 5.0% in 2020 and remain at that level thereafter.
Assumed health care cost trend rates have an effect on the amounts reported for the health care plans. A one-percentage-point change in the assumed health care cost trend rates would have the following effects:
 
 
1% Point
 
 
Increase
 
Decrease
Benefit Obligations at End of Year
 
$
(0.5
)
 
$
0.6

Service Cost Plus Interest Cost
 
$

 
$


401(k) Plan
We have a 401(k) Plan covering substantially all U.S. employees that provides for employee salary deferral contribution and employer contributions. Employees may contribute up to 50% of their pay on a pre-tax basis subject to IRS limitations. In addition, employees age 50 or older are allowed to contribute additional pre-tax “catch-up” contributions. In addition, the Company matches up to 50% of seven percent (7%) of a team member’s eligible compensation, subject to certain 401(k) Plan limitations.
We had expense associated with our 401(k) Plan of $8.5 million, $13.6 million and $15.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The decrease in expense in 2013 was due to discretionary Company contributions of $5.3 million and $7.8 million in 2012 and 2011, respectively, which did not recur in 2013.
XML 99 R80.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Additional Information (Detail) (USD $)
0 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 0 Months Ended 12 Months Ended 12 Months Ended
Apr. 30, 2010
Mar. 31, 2009
Dec. 31, 2013
compensation_plan
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2013
Qualified Pension Plan [Member]
Dec. 31, 2013
Non-Qualified Pension Plans [Member]
Dec. 31, 2012
Non-Qualified Pension Plans [Member]
Dec. 31, 2013
Pension Plans [Member]
Dec. 31, 2012
Pension Plans [Member]
Dec. 31, 2011
Pension Plans [Member]
Dec. 31, 2013
United States Plans [Member]
Dec. 31, 2012
United States Plans [Member]
Dec. 31, 2011
United States Plans [Member]
Dec. 31, 2013
Non-U.S. plans [Member]
Dec. 31, 2012
Non-U.S. plans [Member]
Dec. 31, 2013
Postretirement Benefits [Member]
Dec. 31, 2012
Postretirement Benefits [Member]
Dec. 31, 2011
Postretirement Benefits [Member]
Dec. 31, 2011
CANADA
Dec. 31, 2011
Executive Officer [Member]
Jun. 30, 2007
Minimum [Member]
Dec. 31, 2013
Minimum [Member]
United States Plans [Member]
Dec. 31, 2013
Minimum [Member]
Non-U.S. plans [Member]
Jun. 30, 2007
Maximum [Member]
Dec. 31, 2013
Maximum [Member]
United States Plans [Member]
Dec. 31, 2013
Maximum [Member]
Non-U.S. plans [Member]
Dec. 31, 2013
Equity Securities [Member]
Dec. 31, 2012
Equity Securities [Member]
Dec. 31, 2013
Debt Securities [Member]
Dec. 31, 2012
Debt Securities [Member]
Dec. 31, 2013
Debt Securities [Member]
Maximum [Member]
Dec. 31, 2013
Real Estate [Member]
Dec. 31, 2012
Real Estate [Member]
Pension and Other Postretirement Benefits Disclosure [Line Items]                                                                    
Percentage of compensation allocated annually to a retirement account                                           3.00%     12.50%                  
Percent of pension plan obligation           70.00% 14.00%                                                      
Number of frozen defined benefit pension plans     2                                                              
Vesting service years                                 10 years                                  
Vesting service age minimum     65 years                           45 years                                  
Balances in Grantor Trusts fund             $ 13,300,000 $ 13,500,000                                                    
Actuarial Loss (Gain)                 (920,300,000) (1,171,600,000)             11,600,000 17,000,000                                
Net Pension And Other Postretirement Benefit Gain Not Yet Recognized In Earnings Net Of Tax     59,900,000                                                              
Deferred asset losses related to pension plans       4,800,000                                                            
Projected Benefit Obligation Loss to be Amortized Threshold     10.00%                                                              
Amortization period range                                 9 years           9 years 6 years   23 years 31 years              
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation     368,200,000 636,700,000               329,600,000 584,500,000   38,600,000 52,200,000                                    
Settlement charge         6,400,000                             1,300,000 5,100,000                          
Fair value of assets amortization period     5 years                                                              
Market-related value of assets of our pension plans                 1,391,800,000 1,314,000,000                                                
Fair value of plan asset, ending balance     1,451,700,000 1,318,800,000         1,451,700,000 1,318,800,000 1,248,100,000           0 0 0                              
Defined benefit plan, expected long-term rate of return                       7.75% 7.75% 8.25%                                        
Defined benefit plan, expected long-term rate of return for next fiscal year                       7.75%                                            
Target Plan Asset Allocations                                                       52.00%   45.00%     3.00%  
Asset Allocations     100.00% 100.00%                                               55.00% 52.00% 42.00% 45.00% 10.00% 3.00% 3.00%
Target Asset Allocations     100.00% 100.00%                                               52.00% 52.00% 45.00% 45.00%   3.00% 3.00%
Target Plan Asset Allocations Range Minimum                                                       42.00%   35.00%     0.00%  
Target Plan Asset Allocations Range Maximum                                                       62.00%   55.00%     6.00%  
Defined benefit plan, expected contribution to pension plans     20,000,000                                             18,000,000                
Defined benefit plan, expected contribution to postretirement plan     4,000,000                                                              
Employees' maximum contribution percentage     50.00%                                                              
Catch up contribution, minimum age     50 years                                                              
Employer matching contribution to employee   50.00%                                                                
Employer matching contribution to employee up to participant's eligible contribution 7.00%                                                                  
Expense incurred related to 401(k) plan     8,500,000 13,600,000 15,700,000                                                          
Defined Contribution Plan, Employer Discretionary Contribution Amount       5,300,000 7,800,000                                                          
Pension Contributions     $ 20,000,000                                                              
XML 100 R90.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information - Additional Information (Detail) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
segment
Dec. 31, 2011
segment
Segment Reporting Disclosure [Line Items]      
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease) $ (7.1)    
Assets 1,890.3 [1] 1,991.8 [1] 1,977.1 [1]
Number of Operating Segments   3 3
Goodwill 589.1 [2] 611.1 [2] 598.4 [2]
Long-Lived Assets 906.3 [3] 983.1 [3] 980.3 [3]
Maximum [Member]
     
Segment Reporting Disclosure [Line Items]      
Percentage of total revenue from single customer 10.00%    
Corporate Segment [Member]
     
Segment Reporting Disclosure [Line Items]      
Computer Software And Other Intangibles Period Increase (Decrease) 24.6 (10.8)  
Operating Segments [Member]
     
Segment Reporting Disclosure [Line Items]      
Assets 1,660.5 [1] 1,575.7 [1] 1,575.2 [1]
Corporate and Other [Member]
     
Segment Reporting Disclosure [Line Items]      
Assets 229.8 [1] 416.1 [1] 401.9 [1]
North America [Member]
     
Segment Reporting Disclosure [Line Items]      
Percentage Of Total Revenue From Divested And Other Business     1.00%
Computer Software And Other Intangibles Period Increase (Decrease) (3.8) (5.2)  
Goodwill 265.1 [2] 266.5 [2] 266.0 [2]
Long-Lived Assets 453.5 [3] 484.3 [3] 484.2 [3]
North America [Member] | Operating Segments [Member]
     
Segment Reporting Disclosure [Line Items]      
Assets 843.2 [1] 795.4 [1] 790.6 [1]
Asia Pacific [Member]
     
Segment Reporting Disclosure [Line Items]      
Percentage Of Total Revenue From Divested And Other Business   10.00% 39.00%
Computer Software And Other Intangibles Period Increase (Decrease)   (3.7)  
Goodwill 210.2 [2] 234.0 [2] 222.0 [2]
Long-Lived Assets 290.0 [3] 333.9 [3] 330.8 [3]
Asia Pacific [Member] | Operating Segments [Member]
     
Segment Reporting Disclosure [Line Items]      
Assets 371.9 [1] 414.6 [1] 466.8 [1]
Europe And Other International Markets [Member]
     
Segment Reporting Disclosure [Line Items]      
Goodwill 113.8 [2] 110.6 [2] 110.4 [2]
Long-Lived Assets 162.8 [3] 164.9 [3] 165.3 [3]
Europe And Other International Markets [Member] | Operating Segments [Member]
     
Segment Reporting Disclosure [Line Items]      
Assets $ 445.4 [1] $ 365.7 [1] $ 317.8 [1]
[1] The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
[2] Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.
[3] Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
XML 101 R4.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Balance Sheets (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Current Assets    
Cash and Cash Equivalents $ 235.9 $ 149.1
Accounts Receivable, Net of Allowance of $23.9 at December 31, 2013 and $27.3 at December 31, 2012 518.5 514.3
Other Receivables 6.3 6.5
Prepaid Taxes 9.1 0
Deferred Income Tax 14.0 26.3
Other Prepaids 30.3 46.8
Other Current Assets 8.3 4.4
Total Current Assets 822.4 747.4
Non-Current Assets    
Property, Plant and Equipment, Net of Accumulated Depreciation of $83.9 at December 31, 2013 and $81.2 at December 31, 2012 39.6 40.6
Computer Software, Net of Accumulated Amortization of $474.1 at December 31, 2013 and $431.9 at December 31, 2012 107.9 140.9
Goodwill 589.1 [1] 611.1 [1]
Deferred Income Tax 148.4 247.8
Other Receivables 45.6 47.1
Other Intangibles (Note 15) 76.7 [2] 99.3 [2]
Other Non-Current Assets 60.6 57.6
Total Non-Current Assets 1,067.9 1,244.4
Total Assets 1,890.3 [3] 1,991.8 [3]
Current Liabilities    
Accounts Payable 41.4 40.9
Accrued Payroll 86.4 96.5
Accrued Income Tax 7.5 9.5
Short-Term Debt 0.1 0.2
Other Accrued and Current Liabilities (Note 15) 116.1 118.9
Deferred Revenue 600.8 610.7
Total Current Liabilities 852.3 876.7
Pension and Postretirement Benefits 394.1 668.3
Long-Term Debt 1,516.0 1,290.7
Liabilities for Unrecognized Tax Benefits 108.0 105.9
Other Non-Current Liabilities 62.2 64.5
Total Liabilities 2,932.6 3,006.1
Contingencies (Note 13)      
D&B SHAREHOLDERS’ EQUITY (DEFICIT)    
Capital Surplus 270.0 261.7
Retained Earnings 2,600.9 2,405.5
Treasury Stock, at cost, 44.1 shares at December 31, 2013 and 40.6 shares at December 31, 2012 (3,181.3) (2,833.3)
Accumulated Other Comprehensive Income (Loss) (738.8) (852.1)
Total D&B Shareholders’ Equity (Deficit) (1,048.4) (1,017.4)
Noncontrolling Interest 6.1 3.1
Total Equity (Deficit) (1,042.3) (1,014.3)
Total Liabilities and Shareholders’ Equity (Deficit) 1,890.3 1,991.8
Series A Junior Participating Preferred Stock [Member]
   
D&B SHAREHOLDERS’ EQUITY (DEFICIT)    
Preferred Stock 0 0
Preferred Stock [Member]
   
D&B SHAREHOLDERS’ EQUITY (DEFICIT)    
Preferred Stock 0 0
Series Common Stock [Member]
   
D&B SHAREHOLDERS’ EQUITY (DEFICIT)    
Common Stock 0 0
Common Stock [Member]
   
D&B SHAREHOLDERS’ EQUITY (DEFICIT)    
Common Stock $ 0.8 $ 0.8
[1] Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.
[2] Customer Relationships - Includes accumulated amortization of $13.8 million and $7.3 million as of December 31, 2013 and 2012, respectively. Trademark and Other - Includes accumulated amortization of $78.2 million and $72.7 million as of December 31, 2013 and 2012, respectively.
[3] The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
XML 102 R12.htm IDEA: XBRL DOCUMENT v2.4.0.8
Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Notes)
12 Months Ended
Dec. 31, 2013
Accumulated other Comprehensive income [Abstract]  
Comprehensive Income (Loss) Note [Text Block]
The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income ("AOCI") as of December 31, 2013 and 2012:
 
 
Foreign Currency Translation Adjustments
 
Defined Benefit Pension Plans
 
Derivative Financial Instruments
 
Total
December 31, 2011
 
$
(168.3
)
 
$
(638.4
)
 
$

 
$
(806.7
)
Other Comprehensive Income Before Reclassifications
 
18.4

 
(78.4
)
 

 
(60.0
)
Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 
(1.3
)
 
15.8

 
0.1

 
14.6

December 31, 2012
 
$
(151.2
)
 
$
(701.0
)
 
$
0.1

 
$
(852.1
)
Other Comprehensive Income Before Reclassifications
 
(35.5
)
 
127.9

 

 
92.4

Amounts Reclassified From Accumulated Other Comprehensive Income, net of tax
 

 
20.9

 

 
20.9

December 31, 2013
 
$
(186.7
)
 
$
(552.2
)
 
$
0.1

 
$
(738.8
)

The following table summarizes the reclassifications out of AOCI as of December 31, 2013, 2012 and 2011:
Details About Accumulated Other Comprehensive Income Components
 
Affected Line Item in the Statement Where Net Income is Presented
 
Amount Reclassified from Accumulated Other Comprehensive Income
 
 
 
 
For the Years Ended December 31,
 
 
 
 
2013
 
2012
 
2011
Foreign Currency Translation Adjustments:
 
 
 
 
 
 
 
 
Sale of Business
 
Other Income (Expense) – Net
 
$

 
$
(1.3
)
 
$

 
 
 
 
 
 
 
 
 
Defined Benefit Pension Plans:
 
 
 
 
 
 
 
 
Amortization of Prior Service Costs
 
Selling and Administrative Expenses
 
$
(6.4
)
 
$
(7.1
)
 
$
(7.1
)
 
 
Operating Expenses
 
(2.5
)
 
(2.5
)
 
(2.5
)
Amortization of Actuarial Gain/Loss
 
Selling and Administrative Expenses
 
30.5

 
24.6

 
17.8

 
 
Operating Expenses
 
11.8

 
8.5

 
6.3

Total Before Tax
 
 
 
33.4

 
23.5

 
14.5

Tax (Expense) or Benefit
 
 
 
(12.5
)
 
(7.7
)
 
(5.8
)
Total After Tax
 
 
 
$
20.9

 
$
15.8

 
$
8.7

 
 
 
 
 
 
 
 
 
Derivative Financial Instruments:
 
 
 
 
 
 
 
 
Amortization of Cash Flow Hedges
 
Interest Expense
 
$

 
$
1.7

 
$
3.0

    Loss on Derivative
 
Other Income (Expense) - Net
 

 
0.3

 

Total Before Tax
 
 
 

 
2.0

 
3.0

Tax (Expense) or Benefit
 
 
 

 
(1.9
)
 

Total After Tax
 
 
 
$

 
$
0.1

 
$
3.0

 
 
 
 
 
 
 
 
 
Total Reclassifications for the Period, Net of Tax
 
 
 
$
20.9

 
$
14.6

 
$
11.7

XML 103 R11.htm IDEA: XBRL DOCUMENT v2.4.0.8
Restructuring Charge
12 Months Ended
Dec. 31, 2013
Restructuring and Related Activities [Abstract]  
Restructuring Charge
Restructuring Charge
We incurred restructuring charges (which generally consist of employee severance and termination costs, contract terminations and/or costs to terminate lease obligations less assumed sublease income). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions.
Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for costs associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimates.
During the year ended December 31, 2013, we recorded a $13.9 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $8.2 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 160 employees were impacted. Of these 160 employees, approximately 140 employees exited the Company in 2013 and approximately 20 employees will exit the Company in 2014. The cash payments for these employees will be substantially completed by the second quarter of 2014; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities and impairments of $5.7 million.

During the year ended December 31, 2012, we recorded a $29.4 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.7 million and $5.0 million in accordance with the provisions of ASC 712-10 and ASC 420-10, respectively, were recorded. Approximately 765 employees were impacted. Of these 765 employees, approximately 690 employees exited the Company in 2012 and approximately 75 employees exited the Company in 2013. The cash payments for these employees were substantially completed by the third quarter of 2013; and

Contract termination, lease termination obligations and other exit costs including those to consolidate or close facilities of $6.7 million.
During the year ended December 31, 2011, we recorded a $22.1 million restructuring charge. The significant components of these charges included:

Severance and termination costs of $17.5 million in accordance with the provisions of ASC 712-10 were recorded. Approximately 400 employees were impacted. Of these 400 employees, approximately 305 employees exited the Company in 2011 and approximately 95 employees exited the Company in 2012. The cash payments for these employees were substantially completed by the third quarter of 2012; and

Contract termination, lease termination obligations, other exit costs including those to consolidate or close facilities of $4.6 million.
The following tables set forth, in accordance with ASC 712-10 and/or ASC 420-10, the restructuring reserves and utilization:
 
 
Severance
and
Termination
 
Contract Termination, Lease
Termination
Obligations
and Other
Exit Costs
 
Total
Restructuring Charges:
 
 
 
 
 
  Balance Remaining as of January 1, 2011
$
8.9

 
$
0.5

 
$
9.4

  Charge Taken during the Year Ended December 31, 2011
17.5

 
4.6

 
22.1

  Payments/Pension Plan Settlement(1) during the Year Ended December 31, 2011
(18.1
)
 
(2.9
)
 
(21.0
)
  Balance Remaining as of December 31, 2011
$
8.3

 
$
2.2

 
$
10.5

  Charge Taken during the Year Ended December 31, 2012
22.7

 
6.7

 
29.4

  Payments during the Year Ended December 31, 2012
(21.6
)
 
(6.6
)
 
(28.2
)
  Balance Remaining as of December 31, 2012
$
9.4

 
$
2.3

 
$
11.7

  Charge Taken during the Year Ended December 31, 2013
8.2

 
5.7

 
13.9

  Payments/Asset Impairment(2) during the Year Ended December 31, 2013
(11.8
)
 
(3.4
)
 
(15.2
)
  Balance Remaining as of December 31, 2013
$
5.8

 
$
4.6

 
$
10.4

 
(1)
We incurred settlements totaling $1.3 million in 2011 related to our Canadian Pension Plan.
(2)
We incurred an asset impairment of $0.5 million in the first quarter of 2013 related to the termination of a lease.
For initiatives taken during the years ended December 31, 2012 and 2011, all actions were substantially completed as of December 31, 2013.
XML 104 R23.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data
12 Months Ended
Dec. 31, 2013
Supplemental Financial Information [Abstract]  
Supplemental Financial Data
Supplemental Financial Data

Other Accrued and Current Liabilities:
 
At December 31,
 
2013
 
2012
Restructuring Accruals
$
10.4

 
$
11.7

Professional Fees
34.6

 
37.4

Operating Expenses
29.1

 
28.9

Other Accrued Liabilities
42.0

 
40.9

 
$
116.1

 
$
118.9

 

Property, Plant and Equipment – Net:
 
 
At December 31,
 
 
2013
 
2012
Land
 
$
5.7

 
$
5.9

Buildings
 
33.5

 
31.6

Furniture
 
59.5

 
60.4

 
 
98.7

 
97.9

Less: Accumulated Depreciation
 
68.3

 
66.2

 
 
30.4

 
31.7

Leasehold Improvements, less:
 
 
 
 
Accumulated Amortization of $15.6 and $15.0 as of December 31, 2013 and 2012, respectively
 
9.2

 
8.9

Property, Plant and Equipment – Net
 
$
39.6

 
$
40.6



Other Income (Expense) – Net:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Effect of Legacy Tax Matters (1)
 
$
0.8

 
$
(14.8
)
 
$
(7.1
)
Gain (Loss) on Sale of Businesses (2)
 

 
6.1

 

Loss on Investment (3)
 

 

 
(11.4
)
Miscellaneous Other Income (Expense) – Net (4)
 
(2.5
)
 
(6.4
)
 
(2.7
)
Other Income (Expense) – Net
 
$
(1.7
)
 
$
(15.1
)
 
$
(21.2
)

(1)
During the year ended December 31, 2012, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody's Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax years 2005 and 2006. During the year ended December 31, 2011, we recognized the reduction of a contractual receipt under the Tax Allocation Agreement between Moody’s Corporation and D&B as it relates to the expiration of the statute of limitations for Moody's Corporation for the tax year 2004.

(2)
During the year ended December 31, 2012, we recognized gains primarily related to the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) Purisma Incorporated; and (iii) our market research business in China, consisting of two joint venture companies.

(3)
During the year ended December 31, 2011, we recorded an impairment charge related to a 2008 investment in a research and development data firm as a result of its financial condition.

(4)
Miscellaneous Other Income (Expense) - Net decreased for the year ended December 31, 2013 compared to the year ended December 31, 2012, primarily due to one-time costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the negative impact of foreign currency translation.
Miscellaneous Other Income (Expense) - Net increased for the year ended December 31, 2012 compared to the year ended December 31, 2011, primarily due to costs of $5.8 million incurred in 2012 to accelerate the redemption of our senior notes with a face value of $400 million that were scheduled to mature on April 1, 2013, partially offset by the positive impact of foreign currency translation.




Computer Software and Goodwill:
 
 
Computer Software
 
Goodwill
January 1, 2012
 
$
127.6

 
$
598.4

Additions at Cost (5)
 
64.9

 

Amortization
 
(49.2
)
 

Write-offs
 
(4.7
)
 

Divestitures (6)
 

 
(0.3
)
Other (7)
 
2.3

 
13.0

December 31, 2012
 
140.9

 
611.1

Additions at Cost (8)
 
43.5

 

Amortization
 
(46.9
)
 

Write-offs (9)
 
(31.3
)
 

Other (7)
 
1.7

 
(22.0
)
December 31, 2013
 
$
107.9

 
$
589.1


(5) Computer Software - Amount mainly due to our Strategic Technology Investment or MaxCV and new product offerings.

(6)
Goodwill - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.

(7) Computer Software and Goodwill - Primarily due to the impact of foreign currency fluctuations.

(8) Computer Software - Amount mainly due to the purchase of perpetual licenses of third party software.

(9) Computer Software - This decrease is due to impairment charges primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed; and (ii) our Portal asset in our Asia Pacific segment resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product.

Other Intangibles (included in Non-Current Assets):
 
 
 
Customer Relationships
 
Trademark and Other
 
Total
January 1, 2012
 
$
30.8

 
$
85.3

 
$
116.1

Additions
 

 
1.5

 
1.5

Amortization
 
(3.8
)
 
(13.5
)
 
(17.3
)
Write-offs (10)
 

 
(3.2
)
 
(3.2
)
Divestitures (11)
 
0.3

 

 
0.3

Other
 
2.3

 
(0.4
)
 
1.9

December 31, 2012 (12)
 
29.6

 
69.7

 
99.3

Additions
 

 
0.6

 
0.6

Amortization
 
(4.1
)
 
(11.7
)
 
(15.8
)
Write-offs
 

 
(0.4
)
 
(0.4
)
Other (13)
 
5.5

 
(12.5
)
 
(7.0
)
December 31, 2013 (12)
 
$
31.0

 
$
45.7

 
$
76.7



(10) Trademark and Other - Amounts primarily due to the write-off of other intangibles related to the shut-down of Roadway. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
(11)
Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
(12) Customer Relationships - Includes accumulated amortization of $13.8 million and $7.3 million as of
December 31, 2013 and 2012, respectively.
Trademark and Other - Includes accumulated amortization of $78.2 million and $72.7 million as of December
31, 2013 and 2012, respectively.
(13) During the year ended December 31, 2013 we reclassified assets between Trademark and Other and Customer Relationships. In addition, the amount includes the negative impact of foreign currency translation.

Allowance for Doubtful Accounts:
January 1, 2011
 
$
17.5

Additions charged to costs and expenses
 
12.1

Write-offs
 
(20.0
)
Recoveries
 
7.7

Other
 
(0.2
)
December 31, 2011
 
17.1

Additions charged to costs and expenses
 
15.2

Write-offs
 
(7.2
)
Recoveries
 
2.1

Other
 
0.1

December 31, 2012
 
27.3

Additions charged to costs and expenses
 
3.0

Write-offs
 
(9.7
)
Recoveries
 
3.2

Other
 
0.1

December 31, 2013
 
$
23.9


Deferred Tax Asset Valuation Allowance:
January 1, 2011
 
$
38.8

Additions charged (credited) to costs and expenses
 
0.8

Additions charged (credited) due to foreign currency fluctuations
 
(0.5
)
Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2011
 
38.1

Additions charged (credited) to costs and expenses
 
(1.6
)
Additions charged (credited) due to foreign currency fluctuations
 

Additions charged (credited) to other accounts
 
(1.1
)
December 31, 2012
 
35.4

Additions charged (credited) to costs and expenses
 
2.7

Additions charged (credited) due to foreign currency fluctuations
 
1.2

Additions charged (credited) to other accounts
 
(1.0
)
December 31, 2013
 
$
38.3

XML 105 R19.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans
12 Months Ended
Dec. 31, 2013
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Employee Stock Plans
Employee Stock Plans
The total stock-based compensation expense and expected tax benefit for the years ended December 31, 2013, 2012, and 2011 are as follows:
Stock-based Compensation Expense:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
6.3

 
$
6.1

 
$
7.5

  Stock Options
 
1.7

 
3.8

 
4.1

  Employee Stock Purchase Plan ("ESPP")
 
0.7

 
0.7

 
0.8

 
 
 
 
 
 
 
Total Compensation Expense
 
$
8.7

 
$
10.6

 
$
12.4

Expected Tax Benefit:
 
 
 
 
 
 
 
 
2013
 
2012
 
2011
  Restricted Stock Units/Restricted Stock
 
$
2.3

 
$
2.3

 
$
2.8

  Stock Options
 
0.6

 
1.4

 
1.5

 
 
 
 
 
 
 
Total Expected Tax Benefit
 
$
2.9

 
$
3.7

 
$
4.3


Stock Incentive Plans
The Dun & Bradstreet Corporation 2009 Stock Incentive Plan (“2009 SIP”) and 2000 Dun & Bradstreet Corporation Non-Employee Directors’ Stock Incentive Plan (“2000 DSIP”) allow for the granting of stock-based awards, such as, but not limited to, stock options, restricted stock units and restricted stock, to certain employees and non-employee directors.
On May 5, 2009, our shareholders approved the 2009 SIP which authorized the issuance of up to 5,400,000 shares of our common stock plus any shares that were remaining and available for issuance under The Dun & Bradstreet Corporation 2000 Stock Incentive Plan (“2000 SIP”) that were not subject to outstanding awards as of May 5, 2009 or that become available for issuance upon forfeiture, cancellation or expiration of awards granted under the 2000 SIP without having been exercised or settled in shares. As of December 31, 2013, 1,133,539 shares were remaining and available from the 2000 SIP. At December 31, 2013, 2012 and 2011, 4,679,309 shares, 4,813,551 shares and 5,153,694 shares of our common stock, respectively, were available for future grants under the 2009 SIP.
On May 2, 2007, our shareholders approved an amendment increasing the authorization under the 2000 DSIP from 300,000 shares of common stock to 700,000 shares of common stock. At December 31, 2013, 2012 and 2011, 152,438 shares, 192,206 shares and 230,993 shares of our common stock, respectively, were available for future grants under the 2000 DSIP.
Our practice has been to settle all awards issued under the stock incentive plans and ESPP through the issuance of treasury shares. In addition, we have in place share repurchase programs to mitigate the dilutive effect of the shares issued under these plans.
Restricted Stock Units/Restricted Stock Programs    
Our restricted stock units/restricted stock programs include both performance-based awards and service-based awards. The performance-based awards have either a market condition or a performance condition. All awards contain a service-based condition. Prior to 2010, we also utilized grants of restricted stock; however, as of December 31, 2012 all of the outstanding restricted stock awards had vested.
Performance-based Restricted Stock Units/Restricted Stock
Leveraged Restricted Stock Units (“LRSUs”) - Beginning in 2013, certain employees were granted target awards of LRSUs. These awards vest in three substantially equal annual tranches beginning one year from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s stock price appreciation or depreciation over a one year, two year and three year performance period. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
1.9%
 
N/A
 
N/A
Expected term (in years)
3.0
 
N/A
 
N/A
Risk-free interest rate
0.38%
 
N/A
 
N/A
Fair value of LRSUs granted
$85.48
 
N/A
 
N/A
Expected volatility is based on a blend of historical volatility and, when available, implied volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The results is then annualized and compounded. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The LRSUs are not entitled to dividend equivalents.

Performance Units with Market Condition - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a market condition. These awards vest in two substantially equal annual tranches beginning three years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s three-year Total Shareholder Return performance relative to Standard & Poor’s 500 companies. The expense for these awards is recognized on a graded-vesting basis. As these awards contain a market condition, we have calculated the fair value on the date of grant using a Monte Carlo simulation model with the following weighted average assumptions:
 
2013
 
2012
 
2011
Expected stock price volatility
25%
 
N/A
 
N/A
Expected dividend yield
2.0%
 
N/A
 
N/A
Expected term (in years)
2.8
 
N/A
 
N/A
Risk-free interest rate
0.33%
 
N/A
 
N/A
Fair value of Performance Units granted
$86.59
 
N/A
 
N/A
Expected volatility is based on historical volatility. The expected dividend yield assumption is determined by dividing our most recent quarterly dividend payment by the average of the stock price from the three months preceding the grant date. The result is then annualized and compounded. Expected term is based on the period from the date of grant through the end of the performance evaluation period. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant.
Compensation costs related to awards with market-based conditions are recognized regardless of whether the market condition is satisfied, provided that the requisite service has been met. The Performance Units with Market Condition are not entitled to dividend equivalents.
Performance Units with Performance Condition - Beginning in 2013, certain employees were granted target awards of Performance Units which contained a performance condition. These awards vest in two substantially equal annual tranches beginning three years from the date of grant. The actual number of shares of our common stock ultimately received by the employee can range from zero to 200% of the target award depending on the Company’s three-year revenue compounded annual growth rate. The expense for these awards is recognized on a graded-vesting basis. The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant.
Compensation expense related to Performance Units with Performance Condition is initially recognized assuming that the target level of performance will be achieved. Final compensation expense recognized will ultimately depend on the actual number of shares earned against the performance condition as well as fulfillment of the requisite service condition. The Performance Units with Performance Condition are not entitled to dividend equivalents.
Restricted Stock Unit Opportunity - Beginning in 2004, certain employees were provided an opportunity to receive an award of restricted stock units or restricted stock in the future. Beginning in 2010, we only provide an opportunity to receive an award of restricted stock units and no longer have restricted stock award grants outstanding. That award is contingent on performance against the same goals that drive payout under the annual cash incentive plan. The restricted stock units will be granted, if at all, after the one-year performance goals have been met and will then vest over a three-year period on a graded basis. Compensation expense associated with these grants is recognized on a graded basis over four years, including the performance period. The annual award of restricted stock units to employees is generally granted in the first quarter of the year following the conclusion of the fiscal year for which the goals were measured and attained.
The fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The restricted stock units earned from the restricted stock opportunity are entitled to dividend equivalents, payable only if and when the underlying restricted stock unit vests.
Changes in our nonvested performance-based restricted stock units for the year ended December 31, 2013 are summarized as follows:
Performance-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
104,976
 
$
80.11

 
1.5
 
$
8.2

  Granted
 
193,970
 
$
84.01

 
 
 
 
  Vested
 
(65,002)
 
$
79.50

 
 
 
 
  Forfeited
 
(94,526)
 
$
82.46

 
 
 
 
Nonvested Shares at December 31, 2013
 
139,418
 
$
84.22

 
2.1
 
$
17.1


Total unrecognized compensation cost related to nonvested performance-based restricted stock units at December 31, 2013 was $4.9 million. This cost is expected to be recognized over a weighted average period of 1.9 years. The weighted average grant date fair value per share of the performance-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was $82.80 and $80.45, respectively.
Service-based Restricted Stock Units/Restricted Stock
From time-to-time, in order to attract and retain executive talent, the Company issues special grants of restricted stock units. These grants generally vest over a three-year period on a graded basis. On occasion, we have also issued grants which vest over a five-year period on a graded basis. Compensation expense associated with these grants is recognized on a straight-line basis over the life of the award.
Our non-employee directors receive grants of restricted stock units as part of their annual equity retainer. These grants vest on a cliff basis three years from the date of grant. Compensation expense associated with these awards is generally recognized in the year the award is granted.
For restricted stock units, the fair value is estimated by using the average of the high and low prices of our common stock on the date of grant. The service-based restricted stock units are entitled to dividend equivalents payable only if and when the underlying restricted stock units vest.
Changes in our nonvested service-based restricted stock units for the year ended December 31, 2013 are summarized as follows:
Service-based Restricted Stock Units
 
Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Nonvested Shares at December 31, 2012
 
153,293
 
$
76.39

 
1.6
 
$
12.1

  Granted
 
42,368
 
$
89.55

 
 
 
 
  Vested
 
(61,681)
 
$
75.13

 
 
 
 
  Forfeited
 
(13,972)
 
$
70.23

 
 
 
 
Nonvested Shares at December 31, 2013
 
120,008
 
$
81.83

 
1.6
 
$
14.7


Total unrecognized compensation cost related to nonvested service-based restricted stock units at December 31, 2013 was $3.6 million. This cost is expected to be recognized over a weighted average period of 1.8 years. The weighted average grant date fair value per share of the service-based restricted stock units and restricted stock granted during the years ended December 31, 2012 and 2011 was $80.42 and $75.39, respectively.
The total fair value of all restricted stock units and restricted stock vesting during the years ended December 31, 2013, 2012 and 2011 was $12.1 million, $10.6 million and $8.9 million, respectively. The expected tax benefit associated with the tax deduction from the vesting of restricted stock units and restricted stock totaled $4.5 million, $3.9 million and $2.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Stock Option Programs
Stock options granted under the 2009 SIP and 2000 SIP generally vest in four equal installments beginning on the first anniversary of the grant. Stock options granted under the 2000 DSIP generally vest 100% on the first anniversary of the grant. All stock options generally expire ten years from the date of the grant. The annual award of stock options to employees is generally granted in the first quarter of the year. Beginning in 2013, the annual award of stock options to employees was replaced with an award of Leveraged Restricted Stock Units.
The fair value of each stock option award was estimated on the date of grant using the Black-Scholes option valuation model that used the weighted average assumptions in the following table:
 
2013
 
2012
 
2011
Expected stock price volatility
23%
 
23%
 
21%
Expected dividend yield
1.6%
 
1.8%
 
1.8%
Expected term (in years)
6.50
 
6.00
 
6.00
Risk-free interest rate
1.66%
 
1.21%
 
2.55%
Fair value of stock options granted
$21.57
 
$15.01
 
$15.86
Expected stock price volatility assumption is derived from the historical volatility of our common stock. The expected dividend yield assumption is determined by dividing the anticipated annual dividend payment by the stock price on the date of grant. We determine the expected term assumption using a midpoint scenario which combines our historical exercise data with hypothetical exercise data for our unexercised stock options. The risk-free interest rate assumption corresponds to the expected term assumption of the stock option and is based on the U.S. Treasury yield curve in effect at the time of grant.
Changes in stock options for the year ended December 31, 2013 are summarized as follows:
Stock Options
Shares
 
Weighted Average Exercise Price Per Share
 
Weighted Average Remaining Contractual Term (in years)
 
Aggregate Intrinsic Value
Outstanding at December 31, 2012
1,840,845

 
$
77.61

 
 
 
 
 
 
 
 
 
 
 
 
Granted
3,908

 
$
101.04

 
 
 
 
Exercised
(903,756
)
 
$
75.87

 
 
 
 
Forfeited or expired
(85,250
)
 
$
80.77

 
 
 
 
Outstanding at December 31, 2013
855,747

 
$
79.23

 
5.7
 
$
37.2

 
 
 
 
 
 
 
 
Exercisable and unvested expected to vest at December 31, 2013
843,683

 
$
79.18

 
5.7
 
$
36.8

Exercisable at December 31, 2013
501,439

 
$
78.73

 
4.4
 
$
22.1


Stock options outstanding at December 31, 2013 were originally granted during the years 2004 through 2013 and are exercisable over periods ending no later than 2023. At December 31, 2012 and 2011, stock options for 1,127,607 shares and 1,238,434 shares of our common stock, respectively, were exercisable.
The total intrinsic value of stock options exercised during the years ended December 31, 2013, 2012 and 2011 was $20.8 million, $8.4 million and $15.7 million, respectively.
The following table summarizes information about stock options outstanding at December 31, 2013:
 
 
Stock Options Outstanding
 
Stock Options Exercisable
Range of Exercise Prices
 
Shares
 
Weighted Average Remaining Contractual Term (in years)
 
Weighted Average Exercise Price Per Share
 
Shares
 
Weighted Average Exercise Price Per Share
$59.86-$71.28
 
238,143

 
4.3
 
$
68.06

 
172,093

 
$
67.42

$74.69-$80.45
 
211,950

 
6.5
 
$
80.15

 
119,075

 
$
79.97

$82.64-$82.80
 
229,975

 
8.1
 
$
82.80

 
38,500

 
$
82.79

$88.04-$107.17
 
175,679

 
3.7
 
$
88.57

 
171,771

 
$
88.29

 
 
855,747

 
 
 
 
 
501,439

 
 

Total unrecognized compensation cost related to nonvested stock options at December 31, 2013 was $1.7 million. This cost is expected to be recognized over a weighted average period of 1.3 years. The total fair value of stock options vested during the years ended December 31, 2013, 2012 and 2011 was $4.2 million, $4.8 million and $5.9 million, respectively.
Cash received from the exercise of D&B stock options for the year ended December 31, 2013 was $65.7 million. The expected tax benefit associated with the tax deduction from the exercise of stock options totaled $7.7 million for the year ended December 31, 2013.
Employee Stock Purchase Plan
Under The Dun & Bradstreet Corporation 2000 Employee Stock Purchase Plan, we are authorized to sell (to eligible employees) up to 1,500,000 shares of our common stock of which 359,963 shares remain available for future purchases as of December 31, 2013.
Under the terms of the ESPP, employees can purchase our common stock at a 15% discount from market value, subject to certain limitations as set forth in the ESPP. The purchase price of the stock on the date of purchase is 85% of the average of the high and low prices of our stock on the last trading day of the month. Under the ESPP, we sold 50,277, 58,417 and 67,010 shares to employees for the years ended December 31, 2013, 2012 and 2011, respectively. Cash received from employees participating in the ESPP for the year ended December 31, 2013 was $3.9 million.
XML 106 R84.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Summary of Stock Options Outstanding (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]      
Stock Options Outstanding, Shares 855,747 1,840,845  
Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) 5 years 256 days    
Stock Options Outstanding, Weighted Average Exercise Price Per Share $ 79.23 $ 77.61  
Stock Options Exercisable, Shares 501,439 1,127,607 1,238,434
Stock Options Exercisable, Weighted Average Exercise Price Per Share $ 78.73    
$59.86 - $71.28 [Member]
     
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]      
Range of per-share exercise prices, Lower Limit $ 59.86    
Range of per-share exercise prices, Upper Limit $ 71.28    
Stock Options Outstanding, Shares 238,143    
Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) 4 years 110 days    
Stock Options Outstanding, Weighted Average Exercise Price Per Share $ 68.06    
Stock Options Exercisable, Shares 172,093    
Stock Options Exercisable, Weighted Average Exercise Price Per Share $ 67.42    
$74.69 - $80.45 [Member]
     
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]      
Range of per-share exercise prices, Lower Limit $ 74.69    
Range of per-share exercise prices, Upper Limit $ 80.45    
Stock Options Outstanding, Shares 211,950    
Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) 6 years 6 months    
Stock Options Outstanding, Weighted Average Exercise Price Per Share $ 80.15    
Stock Options Exercisable, Shares 119,075    
Stock Options Exercisable, Weighted Average Exercise Price Per Share $ 79.97    
$82.64 - $82.80 [Member]
     
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]      
Range of per-share exercise prices, Lower Limit $ 82.64    
Range of per-share exercise prices, Upper Limit $ 82.80    
Stock Options Outstanding, Shares 229,975    
Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) 8 years 1 month 6 days    
Stock Options Outstanding, Weighted Average Exercise Price Per Share $ 82.80    
Stock Options Exercisable, Shares 38,500    
Stock Options Exercisable, Weighted Average Exercise Price Per Share $ 82.79    
$88.04 - $107.17 [Member]
     
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]      
Range of per-share exercise prices, Lower Limit $ 88.04    
Range of per-share exercise prices, Upper Limit $ 107.17    
Stock Options Outstanding, Shares 175,679    
Stock Options Outstanding, Weighted Average Remaining Contractual Term (in years) 3 years 256 days    
Stock Options Outstanding, Weighted Average Exercise Price Per Share $ 88.57    
Stock Options Exercisable, Shares 171,771    
Stock Options Exercisable, Weighted Average Exercise Price Per Share $ 88.29    
XML 107 R15.htm IDEA: XBRL DOCUMENT v2.4.0.8
Financial Instruments
12 Months Ended
Dec. 31, 2013
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments
Financial Instruments
We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward contracts to hedge short-term foreign currency denominated loans, investments and certain third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries and foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below.
We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments.
By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at December 31, 2013 and 2012, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures.
Our trade receivables do not represent a significant concentration of credit risk at December 31, 2013 and 2012, because we sell to a large number of customers in different geographical locations and industries.
Interest Rate Risk Management
Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a policy that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position. As of December 31, 2013, we did not have any interest rate derivatives outstanding.
Fair Value Hedges
For interest rate derivative instruments that are designated and qualify as a fair value hedge, we assess quarterly whether the interest rate swaps are highly effective in offsetting changes in the fair value of the hedged debt. Changes in fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income. The effectiveness of the hedge is monitored on an ongoing basis for hedge accounting purposes, and if the hedge is considered ineffective, we discontinue hedge accounting prospectively.
In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (“the 2015 notes”). In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, the interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination will be amortized as an offset to “Interest Expense” in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $1.3 million of amortization was recorded from the swap termination date through December 31, 2013, resulting in a balance of $2.5 million in the consolidated balance sheet at December 31, 2013.
Approximately $5.8 million of derivative gains offset by a $5.8 million loss on the fair value adjustment related to the hedged debt were recorded for the year ended December 31, 2011.
Cash Flow Hedges
For interest rate derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the periodic hedge remeasurement gains or losses on the derivative are reported as a component of other comprehensive income ("OCI") and reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of $0.3 million was recorded to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of $0.1 million was recorded to "Other Income (Expense) – Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
In January 2009 and December 2008, we entered into interest rate swap agreements with aggregate notional amounts of $25 million and $75 million, respectively, and designated these interest rate swaps as cash flow hedges against variability in cash flows related to our then-existing $650 million revolving credit facility. These transactions were accounted for as cash flow hedges and, as such, changes in the fair value of the hedges were recorded in OCI. In connection with the termination of our former $650 million revolving credit facility, these interest rate derivative transactions were terminated, resulting in an acceleration of payments otherwise due under the instruments of $0.3 million on October 25, 2011, the $650 million revolving credit facility termination date, and were recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income at December 31, 2011.
Foreign Exchange Risk Management
Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. We follow a policy of hedging balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We use short-term, foreign exchange forward and option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro and Canadian dollar. The gains and losses on the forward contracts associated with the balance sheet positions are recorded in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income and are essentially offset by the losses and gains on the underlying foreign currency transactions.
As in prior years, we have hedged substantially all balance sheet positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. In addition, we may use foreign exchange option contracts to hedge certain foreign earnings streams and foreign exchange forward contracts to hedge certain net investment positions. The underlying transactions and the corresponding foreign exchange forward and option contracts are marked-to-market at the end of each quarter and the fair value impacts are reflected within the consolidated financial statements.
At December 31, 2013 and 2012, we did not have any foreign exchange option contracts outstanding. As of December 31, 2013 and 2012, the notional amounts of our foreign exchange forward contracts were $295.4 million and $300.7 million, respectively.
Realized gains and losses associated with these contracts were $17.5 million and $24.7 million, respectively, at December 31, 2013; $20.4 million and $14.3 million, respectively, at December 31, 2012; and $17.3 million and $18.6 million, respectively, at December 31, 2011. Unrealized gains and losses associated with these contracts were less than $0.4 million and $0.4 million, respectively, at December 31, 2013; $0.1 million and $0.4 million, respectively, at December 31, 2012; and $0.7 million and $0.7 million, respectively, at December 31, 2011.
Fair Values of Derivative Instruments in the Consolidated Balance Sheets
 
 
Asset Derivatives
 
Liability Derivatives
 
December 31, 2013
 
December 31, 2012
 
December 31, 2013
 
December 31, 2012
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
 
Balance Sheet
Location
 
Fair Value
Derivatives designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
Other Current
Assets
 
$

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$

 
Other Accrued &
Current Liabilities
 
$

Total Derivatives designated as hedging instruments
 
 
$

 
 
 
$

 
 
 
$

 
 
 
$

Derivatives not designated as hedging instruments
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign exchange forward contracts
Other Current
Assets
 
$
0.4

 
Other Current
Assets
 
$

 
Other Accrued &
Current Liabilities
 
$
0.4

 
Other Accrued &
Current Liabilities
 
$
0.4

Total derivatives not designated as hedging instruments
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4

Total Derivatives
 
 
$
0.4

 
 
 
$

 
 
 
$
0.4

 
 
 
$
0.4


 
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives in Cash
Flow Hedging
Relationships
 
Amount of Gain or (Loss)
Recognized in OCI on
Derivatives
(Effective Portion)
 
Location of Gain or
(Loss) Reclassified
from AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss)
Reclassified from
AOCI
into Income (Effective
Portion)
 
Location of Gain or
(Loss) Recognized in
Income on Derivatives
(Ineffective Portion and
Amount Excluded from
Effectiveness Testing)
 
Amount of Gain or (Loss)
Recognized in Income on
Derivatives (Ineffective
Portion and Amount
Excluded from
Effectiveness Testing)
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
 
For the Year Ended December 31,
 
 
2013
 
2012
 
 
 
2013
 
2012
 
 
 
2013
 
2012
Interest rate contracts
 
$

 
$

 
Non-Operating Income (Expenses) – Net
 
$

 
$

 
Non-Operating
Income (Expenses) – Net
 
$

 
$

 
 
 
Gain or (Loss) Recognized in Income on Derivatives
 
Derivatives in Fair
Value Hedging
Relationships
Location
 
For the Year Ended December 31,
 
Hedged Item
 
Location
 
For the Year Ended December 31,
 
 
 
 
 
2013
 
2012
 
 
 
 
 
2013
 
2012
 
Interest rate contracts
Non-Operating
Income (Expenses)
– Net
 
$

 
$
0.8

 
Fixed-
rate
debt
 
Non-Operating
Income (Expenses)
– Net
 
$

 
$
(0.5
)
Our foreign exchange forward and option contracts are not designated as hedging instruments under authoritative guidance.
The Effect of Derivative Instruments on the Consolidated Statements of Operations and Comprehensive Income
 
Derivatives not Designated as Hedging
Instruments
Location of Gain or (Loss) Recognized in
Income on Derivatives
 
Amount of Gain or (Loss) Recognized in Income on Derivatives
 
 
 
For the Year Ended December 31,
 
 
 
2013
 
2012
 
2011
Foreign exchange forward contracts
Non-Operating Income (Expenses) – Net
 
$
(6.8
)
 
$
5.7

 
$
(0.7
)
Foreign exchange option contracts
Non-Operating Income (Expenses) – Net
 
$

 
$
(0.2
)
 
$
(0.5
)

Fair Value of Financial Instruments
Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. We use short-term foreign exchange forward contracts to hedge short-term foreign currency-denominated intercompany loans and certain third-party and intercompany transactions and we use foreign exchange option contracts to reduce the volatility that fluctuating foreign exchange rates may have on our international earnings streams. Fair value for derivative financial instruments is determined utilizing a market approach.
We have a process for determining fair values. Fair value is based upon quoted market prices, where available. If listed prices or quotes are not available, we use quotes from independent pricing vendors based on recent trading activity and other relevant information including market interest rate curves and referenced credit spreads.
In addition to utilizing external valuations, we conduct our own internal assessment of the reasonableness of the external valuations by utilizing a variety of valuation techniques including Black-Scholes option pricing and discounted cash flow models that are consistently applied. Inputs to these models include observable market data, such as yield curves, and foreign exchange rates where applicable. Our assessments are designed to identify prices that do not accurately reflect the current market environment, those that have changed significantly from prior valuations and other anomalies that may indicate that a price may not be accurate. We also follow established routines for reviewing and reconfirming valuations with the pricing provider, if deemed appropriate. In addition, the pricing provider has an established challenge process in place for all valuations, which facilitates identification and resolution of potentially erroneous prices. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments include amounts to reflect counterparty credit quality and our own creditworthiness and constraints on liquidity. For inactive markets that do not have observable pricing or sufficient trading volumes, or for positions that are subject to transfer restrictions, valuations are adjusted to reflect illiquidity and/or non-transferability. Such adjustments are generally based on available market evidence. In the absence of such evidence, management’s best estimate will be used.
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
The following table presents information about our assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and December 31, 2012, and indicates the fair value hierarchy of the valuation techniques utilized by us to determine such fair value. Level inputs, as defined by authoritative guidance, are as follows:
 
Level Input
 
Input Definition
Level I
 
Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
The following table summarizes fair value measurements by level at December 31, 2013 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2013
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
95.9

 
$

 
$

 
$
95.9

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward and option contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
The following table summarizes fair value measurements by level at December 31, 2012 for assets and liabilities measured at fair value on a recurring basis:
 
 
Quoted Prices in
Active Markets
for Identical
Assets (Level I)
 
Significant Other
Observable
Inputs (Level II)
 
Significant
Unobservable
Inputs
(Level III)
 
Balance at December 31, 2012
Assets:
 
 
 
 
 
 
 
Cash Equivalents (1)
$
58.1

 
$

 
$

 
$
58.1

Other Current Assets:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$

 
$

 
$

Liabilities:
 
 
 
 
 
 
 
Other Accrued and Current Liabilities:
 
 
 
 
 
 
 
Foreign Exchange Forwards (2)
$

 
$
0.4

 
$

 
$
0.4

(1)
Cash equivalents represent fair value as it consists of highly liquid investments with an original maturity of three months or less.
(2)
Primarily represents foreign currency forward contracts. Fair value is determined utilizing a market approach and considers a factor for nonperformance in the valuation.
At December 31, 2013 and 2012, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows:
 
 
Balance at December 31,
 
2013
 
2012
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
 
Carrying
Amount (Asset)
Liability
 
Fair Value
(Asset) Liability
Long-term Debt
$
1,047.0

 
$
1,054.8

 
$
1,046.5

 
$
1,059.3

Credit Facilities
$
466.5

 
$
466.1

 
$
240.2

 
$
237.7


Items Measured at Fair Value on a Nonrecurring Basis
In addition to assets and liabilities that are recorded at fair value on a recurring basis, we are required to record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges.
During the fourth quarter of 2013, we recorded an impairment charge of $31.3 million primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs), as market data is not readily available. Of the $31.3 million impairment charge, $28.6 million was included in "Operating Costs" and $2.7 million was included in "Selling and Administrative Expenses" in our North America segment.
During the fourth quarter of 2013, we also recorded an impairment charge of $1.7 million related to our Portal asset resulting from lower than expected product revenue. We decided to sunset the Portal product and migrate our existing Portal customers to an enhanced version of our existing DUNS Registered Seal product. We determined that the fair value of these assets is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs) as market data is not readily available. The impairment charge was included in "Operating Costs" in our Asia Pacific segment.
During the first quarter of 2012, we recorded an impairment charge of $12.9 million related to the accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. See Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion. We determined that the fair value of intangible assets, prepaid costs and software is zero based on Level III inputs (see “Fair Value of Financial Instruments” above for discussion on Level inputs), as market data of these assets are not readily available. We wrote down the accounts receivable balance to its realizable value based on the probability of collecting from the customer accounts. Of the $12.9 million charge, $4.1 million was included in "Operating Costs" and $8.8 million was included in "Selling and Administrative Expenses" in our Asia Pacific segment.
During the fourth quarter of 2011, we recorded an impairment charge of $3.3 million related to the intangible assets acquired from the AllBusiness.com acquisition as a result of a decline in performance. We determined that the fair value of these intangible assets is zero based on Level III inputs. The impairment charge is included in “Selling and Administrative Expenses” in our North America segment.
During the third quarter of 2011, we recorded an impairment charge of approximately $8 million related to a 2008 investment in a research and development data firm as a result of its financial condition and our focus on our Strategic Technology Investment or MaxCV. We determined the fair value to be zero. The impairment charge is included in "Other Income (Expense) –Net" in our Europe and Other International Markets segment.
XML 108 R60.htm IDEA: XBRL DOCUMENT v2.4.0.8
Carrying Amount and Estimated Fair Value of Asset (Liability) (Detail) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt, Carrying Amount (Asset) Liability $ 1,047.0 $ 1,046.5
Credit Facilities, Carrying Amount (Asset) Liability 466.5 240.2
Fair Value (Asset) Liability [Member]
   
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Long-term Debt, Fair Value (Asset) Liability 1,054.8 1,059.3
Credit Facilities, Fair Value (Asset) Liability $ 466.1 $ 237.7
XML 109 R13.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes
12 Months Ended
Dec. 31, 2013
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes

Income before provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
U.S.
 
$
319.5

 
$
295.1

 
$
304.1

Non-U.S.
 
76.5

 
83.2

 
64.0

Income Before Provision for Income Taxes, and Equity in Net Income of Affiliates
 
$
396.0

 
$
378.3

 
$
368.1



The provision for income taxes consisted of:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Current Tax Provision:
 
 
 
 
 
 
U.S. Federal
 
$
81.6

 
$
45.9

 
$
71.3

State and Local
 
8.3

 
6.8

 
11.0

Non-U.S.
 
21.2

 
10.3

 
18.1

Total Current Tax Provision
 
111.1

 
63.0

 
100.4

Deferred Tax Position:
 
 
 
 
 
 
U.S. Federal
 
30.8

 
15.4

 
11.9

State and Local
 
(2.6
)
 
3.1

 
1.2

Non-U.S.
 
(3.8
)
 
1.6

 
(4.3
)
Total Deferred Tax Provision
 
24.4

 
20.1

 
8.8

Provision for Income Taxes
 
$
135.5

 
$
83.1

 
$
109.2



The following table summarizes the significant differences between the U.S. Federal statutory tax rate and our effective tax rate for financial statement purposes:
 
 
For the Years Ended December 31,
 
 
2013
 
2012
 
2011
Statutory Tax Rate
 
35.0
 %
 
35.0
 %
 
35.0
 %
State and Local Taxes, net of U.S. Federal Tax Benefits
 
0.9

 
1.7

 
2.2

Non-U.S. Taxes
 
(2.3
)
 
(3.2
)
 
(1.4
)
Valuation Allowance
 
0.7

 
(0.5
)
 
(0.1
)
Interest
 
0.5

 
0.8

 
0.7

Tax Credits and Deductions
 
(1.3
)
 
(1.3
)
 
(0.9
)
Tax Contingencies Related to Uncertain Tax Positions
 
0.4

 
0.4

 

Impact of Legacy Tax Matters
 

 
(7.1
)
 
(5.5
)
Loss on Investment
 

 
(4.1
)
 
(2.1
)
Other
 
0.3

 
0.3

 
1.8

Effective Tax Rate
 
34.2
 %
 
22.0
 %
 
29.7
 %

Income taxes paid were $126.1 million, $110.2 million and $113.0 million for the years ended December 31, 2013, 2012 and 2011, respectively. Income taxes refunded were $4.9 million, $7.0 million and $20.2 million for the years ended December 31, 2013, 2012 and 2011, respectively.


Deferred tax assets (liabilities) are comprised of the following:
 
 
December 31,
 
 
2013
 
2012
Deferred Tax Assets:
 
 
 
 
Operating Losses
 
$
41.9

 
$
38.9

Restructuring Costs
 
2.6

 
4.1

Bad Debts
 
5.2

 
5.1

Accrued Expenses
 
12.6

 
19.9

Investments
 
11.5

 
10.3

Other
 
2.0

 
4.4

Pension and Postretirement Benefits
 
145.9

 
250.8

Total Deferred Tax Assets
 
221.7

 
333.5

Valuation Allowance
 
(38.3
)
 
(35.4
)
Net Deferred Tax Assets
 
183.4

 
298.1

Deferred Tax Liabilities:
 
 
 
 
Intangibles
 
(35.7
)
 
(39.6
)
Fixed Assets
 
(4.2
)
 
(8.5
)
Other
 
(0.7
)
 

Total Deferred Tax Liabilities
 
(40.6
)
 
(48.1
)
Net Deferred Tax Assets
 
$
142.8

 
$
250.0


We have not provided for U.S. deferred income taxes or foreign withholding taxes on $832.3 million of undistributed earnings of our non-U.S. subsidiaries as of December 31, 2013, since we intend to reinvest these earnings indefinitely. Additionally, we have not determined the tax liability if such earnings were remitted to the U.S., as the determination of such liability is not practicable.
We have federal, state and local, and foreign tax loss carry-forwards, the tax effect of which was $40.5 million as of December 31, 2013. Approximately $32.0 million of these tax benefits have an indefinite carry-forward period. The remainder of $8.5 million expires at various times between 2014 and 2023.
We have established a valuation allowance against non-U.S. net operating losses in the amount of $26.8 million, $25.2 million and $27.4 million for the years ended December 31, 2013, 2012 and 2011, respectively, that in the opinion of our management are more likely than not to expire before we can utilize them.
For the year ended December 31, 2013, we increased our unrecognized tax benefits by $5.1 million (net of decreases). The increase primarily relates to increases in uncertain tax positions in our U.S. jurisdictions. The total amount of gross unrecognized tax benefits as of December 31, 2013, 2012 and 2011 were $105.8 million, $100.7 million and $120.1 million, respectively.
The following is a reconciliation of the gross unrecognized tax benefits:
Gross Unrecognized Tax Benefits as of January 1, 2011
 
$
150.7

Additions for Prior Years' Tax Positions
 
0.1

Additions for Current Years' Tax Positions
 
14.6

Settlements with Taxing Authority
 
(0.8
)
Reduction in Prior Years' Tax Positions
 
(29.2
)
Reduction Due to Expired Statute of Limitations
 
(15.3
)
Gross Unrecognized Tax Benefits as of December 31, 2011
 
120.1

Additions for Prior Years' Tax Positions
 
5.1

Additions for Current Years' Tax Positions
 
5.1

Addition due to CTA
 
0.3

Reduction in Prior Years' Tax Positions
 
(28.7
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2012
 
100.7

Additions for Prior Years' Tax Positions
 
7.7

Additions for Current Years' Tax Positions
 
0.5

Settlements with Taxing Authority
 
(1.0
)
Reduction due to CTA
 
(0.5
)
Reduction in Prior Years' Tax Positions
 
(0.4
)
Reduction Due to Expired Statute of Limitations
 
(1.2
)
Gross Unrecognized Tax Benefits as of December 31, 2013
 
$
105.8


The amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate is $99.9 million, net of tax benefits. At December 31, 2013, we had anticipated that it was reasonably possible that total unrecognized tax benefits would decrease by approximately $63 million within the next 12 months as a result of the effective settlement of an audit and the expiration of applicable statutes of limitation. See Note 18 to the consolidated financial statements included in this Annual Report on Form 10-K for Subsequent Events.
We recognize accrued interest expense related to unrecognized tax benefits in income tax expense. The total amount of interest expense, net of tax benefits, recognized for the years ended December 31, 2013, 2012 and 2011 was $2.5 million, $2.7 million and $3.1 million, respectively. The total amount of accrued interest as of December 31, 2013 and 2012 was $10.4 million and $8.4 million, net of tax benefits, respectively.
XML 110 R14.htm IDEA: XBRL DOCUMENT v2.4.0.8
Notes Payable and Indebtedness
12 Months Ended
Dec. 31, 2013
Debt Disclosure [Abstract]  
Notes Payable and Indebtedness
Notes Payable and Indebtedness
Our borrowings are summarized in the following table:
 
 
December 31,
 
2013
 
2012
Debt Maturing Within One Year:
 
 
 
Other
$
0.1

 
$
0.2

Total Debt Maturing Within One Year
$
0.1

 
$
0.2

 
 
 
 
Debt Maturing After One Year:
 
 
 
Long-Term Fixed-Rate Notes (Net of a $3.0 and $3.5 discount as of December 31, 2013 and 2012, respectively)
$
1,047.0

 
$
1,046.5

Fair Value Adjustment Related to Hedged Debt
2.5

 
3.8

Credit Facility
466.5

 
240.2

Other

 
0.2

Total Debt Maturing After One Year
$
1,516.0

 
$
1,290.7


Fixed-Rate Notes

In December 2012, we issued senior notes with a face value of $450 million that mature on December 1, 2017 (the “2017 notes”), bearing interest at a fixed annual rate of 3.25%, payable semi-annually. In addition, in December 2012, we issued senior notes with a face value of $300 million that mature on December 1, 2022 (the “2022 notes”), bearing interest at a fixed annual rate of 4.375%, payable semi-annually. The proceeds were used in December 2012 to repay borrowings outstanding under our revolving credit facility and retire our then outstanding $400 million senior notes bearing interest at a fixed annual rate of 6.00%, which had a maturity date of April 2013 (the “2013 notes”). In connection with the redemption of the 2013 notes, we recorded a premium payment of $5.4 million to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. The interest rates applicable to the 2017 notes and 2022 notes are subject to adjustment if our debt rating is decreased three levels below the Standard & Poor's and Fitch BBB+ credit ratings that we held on the date of issuance. After a rate adjustment, if our debt ratings are subsequently upgraded, the adjustment(s) would reverse. The maximum adjustment is 2.00% above the initial interest rate and the rate cannot adjust below the initial interest rates. As of December 31, 2013, no such adjustments to the interest rates were required. The 2017 notes and 2022 notes carrying amounts of $450.0 million and $297.4 million, net of less than $0.1 million and $2.6 million of remaining issuance discounts respectively, are recorded as “Long-Term Debt” in the consolidated balance sheet at December 31, 2013.
The 2017 notes and 2022 notes were issued at discounts of less than $0.1 million and $2.9 million, respectively. In addition, in connection with the issuance, we incurred underwriting and other fees of approximately $3.4 million and $2.5 million for the 2017 notes and 2022 notes, respectively. These costs are being amortized over the life of the applicable notes. The 2017 notes and 2022 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2017 notes and 2022 notes do not contain any financial covenants.
On January 30, 2008, we entered into interest rate derivative transactions with an aggregate notional amount of $400 million. The objective of these hedges was to mitigate the variability of future cash flows from market changes in Treasury rates in anticipation of the issuance of the 2013 notes. These transactions were accounted for as cash flow hedges and, as such, changes in fair value of the hedges that took place through the date of the issuance of the 2013 notes were recorded in AOCI. In connection with the issuance of the 2013 notes, these interest rate derivative transactions were terminated, resulting in a loss and a payment of $8.5 million on March 28, 2008, the date of termination. The March 28, 2008 payment had been recorded in AOCI and has been amortized over the life of the 2013 notes. In connection with the redemption of the 2013 notes in December 2012, the remaining unamortized portion of the loss in the amount of $0.3 million was recorded to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012. In addition, with the redemption of the 2013 notes in December 2012, the remaining unamortized underwriting and other fees in the amount of $0.1 million were recorded to "Other Income (Expense) – Net" in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (“the 2015 notes”), bearing interest at a fixed annual rate of 2.875%, payable semi-annually. The proceeds were used in December 2010 to repay our then outstanding $300 million senior notes, bearing interest at a fixed annual rate of 5.50%, which had a maturity date of March 15, 2011 (the “2011 notes”). In connection with the redemption of the 2011 notes, we recorded a premium payment of $3.7 million to “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2010. The 2015 notes of $299.6 million, net of $0.4 million remaining discount, are recorded as “Long-Term Debt” in the consolidated balance sheet at December 31, 2013.
The 2015 notes were issued at a discount of $1.1 million, and, in connection with the issuance, we incurred underwriting and other fees of approximately $2.5 million. These costs are being amortized over the life of the 2015 notes. The 2015 notes contain certain covenants that limit our ability to create liens, enter into sale and leaseback transactions and consolidate, merge or sell assets to another entity. We were in compliance with these non-financial covenants at December 31, 2013 and 2012. The 2015 notes do not contain any financial covenants.
In November and December 2010, we entered into interest rate derivative transactions with aggregate notional amounts of $125 million. The objective of these hedges was to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. These transactions have been accounted for as fair value hedges. We have recognized the gain or loss on the derivative instruments, as well as the offsetting loss or gain on the hedged item, in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Approximately $0.8 million of derivative gains offset by a $0.5 million loss on the fair value adjustment related to the hedged debt were recorded through the date of termination in the results for the three months ended March 31, 2012. The $4.9 million adjustment in the carrying amount of the hedged debt at the date of termination is being amortized as an offset to “Interest Expense” in the consolidated statements of operations and comprehensive income over the remaining term of the 2015 notes. Approximately $1.3 million of amortization was recorded during the year ended December 31, 2013, resulting in a balance of $2.5 million in the consolidated balance sheet at December 31, 2013.
Credit Facility

At December 31, 2013 and 2012, we had an $800 million, revolving credit facility, which expires in October 2016. Borrowings under the $800 million revolving credit facility are available at prevailing short-term interest rates. The facility requires the maintenance of interest coverage and total debt to Earnings Before Income Taxes, Depreciation and Amortization (“EBITDA”) ratios, which are defined in the credit agreement. We were in compliance with these revolving credit facility financial covenants at December 31, 2013 and 2012.
 
At December 31, 2013 and 2012, we had $466.5 million and $240.2 million, respectively, of borrowings outstanding under the $800 million revolving credit facility with weighted average interest rates of 1.24% and 1.62%, respectively. We borrowed under this facility from time-to-time during the year ended December 31, 2013 to supplement the timing of receipts in order to fund our working capital. We have also borrowed under this facility from time-to-time to fund a portion of our share repurchases. The $800 million revolving credit facility also supports our commercial paper program which was increased from $300 million to $800 million during July 2012. Under this program, we may issue from time-to-time unsecured promissory notes in the commercial paper market in private placements exempt from registration under the Securities Act of 1933, as amended, for a cumulative face amount not to exceed $800 million outstanding at any one time and with maturities not exceeding 364 days from the date of issuance. Outstanding commercial paper effectively reduces the amount available for borrowing under the $800 million revolving credit facility. We did not borrow under our commercial paper program during the years ended December 31, 2013 and 2012.
Other
At December 31, 2013 and 2012, certain of our international operations had uncommitted lines of credit of $2.6 million and $3.0 million, respectively. There were no borrowings outstanding under these lines of credit at December 31, 2013 and 2012, respectively. These arrangements have no material facility fees and no compensating balance requirements.
At December 31, 2013 and 2012, we were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties and parent guarantees in favor of certain of our banks totaling $4.7 million and $12.5 million, respectively.
In March 2012, we terminated our then-outstanding interest rate derivatives that were intended to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR, resulting in the receipt of $5.0 million in cash on the date of termination.  Interest paid for all outstanding debt totaled $39.9 million, $41.8 million and $33.4 million during the years ended December 31, 2013, 2012 and 2011, respectively.
XML 111 R16.htm IDEA: XBRL DOCUMENT v2.4.0.8
Capital Stock
12 Months Ended
Dec. 31, 2013
Equity [Abstract]  
Capital Stock
Capital Stock
The total number of shares of all classes of stock that we have authority to issue under our Certificate of Incorporation is 220,000,000 shares, of which 200,000,000 shares, par value $0.01 per share, represent Common Stock (the “Common Stock”); 10,000,000 shares, par value $0.01 per share, represent Preferred Stock (the “Preferred Stock”); and 10,000,000 shares, par value $0.01 per share, represent Series Common Stock (the “Series Common Stock”). The Preferred Stock and the Series Common Stock can be issued with varying terms, as determined by our Board of Directors. Our Board of Directors has designated 500,000 shares of the Preferred Stock as Series A Junior Participating Preferred Stock, par value $0.01 per share, and 1,400,000 shares of the Preferred Stock as Series B Preferred Stock, par value $0.01 per share.
Preferred Stock Issuance
On February 24, 2009, we authorized 1,400,000 shares of 4.0% Series B Preferred Stock (“Series B Preferred Stock”) and issued 1,345,757 of such shares to a wholly-owned subsidiary in an intercompany transaction in exchange for $1.2 billion of outstanding intercompany debt. This transaction was eliminated in the consolidation. This transaction was undertaken in connection with worldwide legal entity simplification. The Series B Preferred Stock was issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. The terms of the Series B Preferred Stock were set forth in a Certificate of Designation amending our Certificate of Incorporation effective as of February 24, 2009.
XML 112 R64.htm IDEA: XBRL DOCUMENT v2.4.0.8
Share Repurchases (Detail) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Accelerated Share Repurchases [Line Items]      
Total number of share repurchases (in shares) 4,508,199 6,837,190 2,613,701
Total amount of share repurchases $ 420.0 $ 508.0 $ 185.4
Share Repurchase Programs
     
Accelerated Share Repurchases [Line Items]      
Total number of share repurchases (in shares) 3,545,513 [1] 6,483,144 [1] 1,815,888 [1],[2]
Total amount of share repurchases 325.0 480.1 126.1
Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (ESPP)
     
Accelerated Share Repurchases [Line Items]      
Total number of share repurchases (in shares) 962,686 [3] 354,046 [3] 797,813 [3]
Total amount of share repurchases 95.0 27.9 59.3
Stock Repurchase Plan One [Member]
     
Accelerated Share Repurchases [Line Items]      
Total number of share repurchases (in shares) 3,545,513 6,483,144 435,770
Total amount of share repurchases $ 325.0 $ 480.1 $ 29.8
[1] In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
[2] In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
[3] In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014.
XML 113 R85.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Changes in Nonvested Restricted Stock Units and Restricted Stock (Details) (USD $)
In Millions, except Share data, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Service based Restricted Stock Units [Member]
   
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested $ 14.7 $ 12.1
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Shares, Nonvested Shares at beginning of year 153,293  
Weighted Average Grant-Date Fair Value Per Share, Novested shares at beginning of year $ 76.39  
Weighted Average Remaining Contractual Term (in years), Nonvested beginning of year 1 year 219 days 1 year 219 days
Shares, Granted 42,368  
Weighted Average Grant-Date Fair Value Per Share, Granted $ 89.55  
Weighted Average Grant-Date Fair Value Per Share, Vested $ 75.13  
Shares, Forfeited (13,972)  
Weighted Average Grant-Date Fair Value Per Share, Forfeited $ 70.23  
Shares, Vested (61,681)  
Shares, Nonvested Shares at end of year 120,008 153,293
Weighted Average Grant-Date Fair Value Per Share, Novested shares at end of year $ 0 $ 76.39
Weighted Average Remaining Contractual Term (in years), Nonvested end of year 1 year 219 days 1 year 219 days
Performance based Restricted Stock Units [Member]
   
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Nonvested $ 17.1 $ 8.2
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Shares, Nonvested Shares at beginning of year 104,976  
Weighted Average Grant-Date Fair Value Per Share, Novested shares at beginning of year $ 80.11  
Weighted Average Remaining Contractual Term (in years), Nonvested beginning of year 2 years 1 month 6 days 1 year 6 months
Shares, Granted 193,970  
Weighted Average Grant-Date Fair Value Per Share, Granted $ 84.01  
Weighted Average Grant-Date Fair Value Per Share, Vested $ 79.50  
Shares, Forfeited (94,526)  
Weighted Average Grant-Date Fair Value Per Share, Forfeited $ 82.46  
Shares, Vested (65,002)  
Shares, Nonvested Shares at end of year 139,418 104,976
Weighted Average Grant-Date Fair Value Per Share, Novested shares at end of year $ 84.22 $ 80.11
Weighted Average Remaining Contractual Term (in years), Nonvested end of year 2 years 1 month 6 days 1 year 6 months
XML 114 R66.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Change in Benefit Obligation:      
Accumulated Benefit Obligation $ 1,793.2 $ 1,930.3  
Change in Plan Assets:      
Fair Value of Plan Assets at December 31 1,451.7 1,318.8  
Amounts Recorded in the Consolidated Balance Sheets:      
Pension and Postretirement Benefits (394.1) (668.3)  
Pension Plans [Member]
     
Change in Benefit Obligation:      
Benefit Obligation at January 1 (1,972.1) (1,837.5)  
Service Cost (4.8) (5.9) (5.8)
Interest Cost (70.2) (75.2) (85.0)
Benefits Paid 97.9 96.7  
Direct Subsidies Received 0 0  
Impact of Curtailment/Settlement 0 0.4  
Plan Participant Contributions (0.4) (0.4)  
Actuarial (Loss) Gain (3.3) (12.9)  
Accumulated Benefit Obligation 1,814.5 1,954.7  
Assumption Change 127.4 (129.0)  
Effect of Changes in Foreign Currency Exchange Rates (2.1) (8.3)  
Benefit Obligation at December 31 (1,827.6) (1,972.1) (1,837.5)
Change in Plan Assets:      
Fair Value of Plan Assets at January 1 1,318.8 1,248.1  
Actual Return on Plan Assets 178.1 128.1  
Employer Contributions 51.2 31.8  
Direct Subsidies Received 0 0  
Plan Participant Contributions 0.4 0.4  
Benefits Paid (97.9) (96.7)  
Effect of Changes in Foreign Currency Exchange Rates 1.1 7.1  
Fair Value of Plan Assets at December 31 1,451.7 1,318.8 1,248.1
Amount Recognized in Accumulated Other Comprehensive Income Consists of:      
Actuarial Loss (Gain) 920.3 1,171.6  
Prior Service Cost (Credit) 5.5 5.9  
Total Amount Recognized - Pretax 925.8 1,177.5  
Amounts Recorded in the Consolidated Balance Sheets:      
Prepaid Pension Costs 3.4 0  
Pension and Postretirement Benefits (362.9) (636.9)  
Accrued Payroll (16.4) (16.4)  
Net Amount Recognized (375.9) (653.3)  
Funded Status of Plan (375.9) (653.3)  
Postretirement Benefits [Member]
     
Change in Benefit Obligation:      
Benefit Obligation at January 1 (27.0) (25.1)  
Service Cost (0.8) (0.8)  
Interest Cost (0.7) (0.6)  
Benefits Paid 15.1 15.9  
Direct Subsidies Received (2.0) (2.5)  
Impact of Curtailment/Settlement 0 0  
Plan Participant Contributions (10.1) (10.6)  
Actuarial (Loss) Gain (0.1) 4.7  
Assumption Change (1.8) (8.0)  
Effect of Changes in Foreign Currency Exchange Rates 0 0  
Benefit Obligation at December 31 (27.4) (27.0)  
Change in Plan Assets:      
Fair Value of Plan Assets at January 1 0 0  
Actual Return on Plan Assets 0 0  
Employer Contributions 3.0 2.8  
Direct Subsidies Received 2.0 2.5  
Plan Participant Contributions 10.1 10.6  
Benefits Paid (15.1) (15.9)  
Effect of Changes in Foreign Currency Exchange Rates 0 0  
Fair Value of Plan Assets at December 31 0 0  
Amount Recognized in Accumulated Other Comprehensive Income Consists of:      
Actuarial Loss (Gain) (11.6) (17.0)  
Prior Service Cost (Credit) (1.6) (10.8)  
Total Amount Recognized - Pretax (13.2) (27.8)  
Amounts Recorded in the Consolidated Balance Sheets:      
Prepaid Pension Costs 0 0  
Pension and Postretirement Benefits (23.1) (22.5)  
Accrued Payroll (4.3) (4.5)  
Net Amount Recognized (27.4) (27.0)  
Funded Status of Plan $ (27.4) $ (27.0)  
XML 115 R102.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Allowance for Doubtful Accounts (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Supplemental Financial Information [Abstract]      
Provision for Doubtful Accounts $ 3.0 $ 15.2 $ 12.1
Allowance for Doubtful Accounts Receivable, Write-offs 9.7 7.2 20.0
Allowance for Doubtful Accounts Receivable [Roll Forward]      
Allowance for Doubtful Accounts, Beginning Balance 27.3 17.1 17.5
Allowance for Doubtful Accounts Receivable, Recoveries 3.2 2.1 7.7
Other 0.1 0.1 (0.2)
Allowance for Doubtful Accounts, Ending Balance $ 23.9 $ 27.3 $ 17.1
XML 116 R63.htm IDEA: XBRL DOCUMENT v2.4.0.8
Earnings Per Share (Detail) (USD $)
In Millions, except Per Share data, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Earnings Per Share [Abstract]                      
Net Income Attributable to D&B $ 75.3 $ 72.8 $ 57.5 $ 52.9 $ 96.0 $ 79.6 $ 56.5 $ 63.4 $ 258.5 $ 295.5 $ 260.3
Less: Allocation to Participating Securities                 0 (0.1) (0.3)
Net Income Attributable to D&B Common Shareholders – Basic and Diluted                 $ 258.5 $ 295.4 $ 260.0
Weighted Average Number of Shares Outstanding - Basic (in shares)                 39.1 45.6 48.9
Dilutive Effect of Our Stock Incentive Plans (in shares)                 0.4 0.4 0.4
Weighted Average Number of Shares Outstanding - Diluted (in shares)                 39.5 46.0 49.3
Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) $ 1.98 [1] $ 1.89 [1] $ 1.46 [1] $ 1.30 [1] $ 2.22 [1] $ 1.77 [1] $ 1.21 [1] $ 1.33 [1] $ 6.61 [1] $ 6.47 [1] $ 5.31
Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders (in dollars per share) $ 1.96 [1] $ 1.87 [1] $ 1.44 [1] $ 1.29 [1] $ 2.20 [1] $ 1.76 [1] $ 1.20 [1] $ 1.32 [1] $ 6.54 [1] $ 6.43 [1] $ 5.28
[1] The number of weighted average shares outstanding changes as common shares are issued for employee benefit plans and other purposes or as shares are repurchased. For this reason, the sum of quarterly earnings per share may not be the same as earnings per share for the year.
XML 117 R92.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information (Parenthetical) (Detail) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other $ (16.3) $ (16.6) $ (14.7) $ (14.6) $ (27.0) $ (30.0) $ (34.1) $ (31.2) $ (62.2) $ (122.3) $ (127.4)
Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment, Period Increase (Decrease)                 (7.1)    
Goodwill 589.1 [1]       611.1 [1]       589.1 [1] 611.1 [1] 598.4 [1]
Long-Lived Assets 906.3 [2]       983.1 [2]       906.3 [2] 983.1 [2] 980.3 [2]
Corporate Costs [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other (11.8) (9.6) (8.8) (10.7) (13.6) (13.1) (9.9) (12.5) (40.9) (49.1) (55.4)
Computer Software And Other Intangibles Period Increase (Decrease)                 (24.6) 10.8  
Restructuring accruals [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other (3.3) (6.1) (2.2) (2.3) (6.2) (4.8) (9.3) (9.1) (13.9) (29.4) (22.1)
Strategic Technology Investment (MaxCV) [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other         (4.7) (6.7) (10.5) (8.4) 0 (30.3) (44.8)
Legal Fees And Other Shut-Down Costs Associated with Matters in China [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other (1.2) (0.9) (3.7) (1.6) (2.5) (5.4) (4.4) (1.2) (7.4) (13.5) 0
Settlement of Legacy Pension Obligation [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Corporate Costs And Other                 0 0 (5.1)
North America [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Computer Software And Other Intangibles Period Increase (Decrease)                 3.8 5.2  
Goodwill 265.1 [1]       266.5 [1]       265.1 [1] 266.5 [1] 266.0 [1]
Long-Lived Assets 453.5 [2]       484.3 [2]       453.5 [2] 484.3 [2] 484.2 [2]
Asia Pacific [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Computer Software And Other Intangibles Period Increase (Decrease)                   3.7  
Goodwill 210.2 [1]       234.0 [1]       210.2 [1] 234.0 [1] 222.0 [1]
Long-Lived Assets 290.0 [2]       333.9 [2]       290.0 [2] 333.9 [2] 330.8 [2]
Europe and Other International Markets [Member]
                     
Segment Reporting Disclosure [Line Items]                      
Goodwill 113.8 [1]       110.6 [1]       113.8 [1] 110.6 [1] 110.4 [1]
Long-Lived Assets $ 162.8 [2]       $ 164.9 [2]       $ 162.8 [2] $ 164.9 [2] $ 165.3 [2]
[1] Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.
[2] Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
XML 118 R34.htm IDEA: XBRL DOCUMENT v2.4.0.8
Earnings Per Share (Tables)
12 Months Ended
Dec. 31, 2013
Earnings Per Share [Abstract]  
Earnings Per Share
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Net Income Attributable to D&B
$
258.5

 
$
295.5

 
$
260.3

Less: Allocation to Participating Securities

 
(0.1
)
 
(0.3
)
Net Income Attributable to D&B Common Shareholders – Basic and Diluted
$
258.5

 
$
295.4

 
$
260.0

Weighted Average Number of Shares Outstanding – Basic
39.1

 
45.6

 
48.9

Dilutive Effect of Our Stock Incentive Plans
0.4

 
0.4

 
0.4

Weighted Average Number of Shares Outstanding – Diluted
39.5

 
46.0

 
49.3

Basic Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.61

 
$
6.47

 
$
5.31

Diluted Earnings Per Share of Common Stock Attributable to D&B Common Shareholders
$
6.54

 
$
6.43

 
$
5.28

Share Repurchases
Our share repurchases were as follows:
 
 
For the Years Ended December 31,
Program
 
2013
 
2012
 
2011
 
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
Shares
 
$ Amount
 
 
 
Share Repurchase Programs
 
3,545,513

(a) 
$
325.0

 
6,483,144

(a)
$
480.1

 
1,815,888

(a)(b)
$
126.1

Repurchases to Mitigate the Dilutive Effect of the Shares Issued Under Our Stock Incentive Plans and Employee Stock Purchase Plan (“ESPP”)
 
962,686

(c) 
95.0

 
354,046

(c) 
27.9

 
797,813

(c)
59.3

Total Repurchases
 
4,508,199

  
$
420.0

 
6,837,190

  
$
508.0

 
2,613,701

  
$
185.4

 
(a)
In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
(b)
In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
(c)
In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014. We anticipate that this program will be completed by October 2014, due to its expiration, regardless of whether all shares have been repurchased.
XML 119 R51.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Deferred Tax Assets (Liabilities) (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Dec. 31, 2010
Deferred Tax Assets:        
Operating Losses $ 41.9 $ 38.9    
Restructuring Costs 2.6 4.1    
Bad Debts 5.2 5.1    
Accrued Expenses 12.6 19.9    
Investments 11.5 10.3    
Other 2.0 4.4    
Pension and Postretirement Benefits 145.9 250.8    
Total Deferred Tax Assets 221.7 333.5    
Valuation Allowance (38.3) (35.4) (38.1) (38.8)
Net Deferred Tax Assets 183.4 298.1    
Deferred Tax Liabilities:        
Intangibles (35.7) (39.6)    
Fixed Assets (4.2) (8.5)    
Other (0.7) 0    
Total Deferred Tax Liabilities (40.6) (48.1)    
Net Deferred Tax Assets $ 142.8 $ 250.0    
XML 120 R21.htm IDEA: XBRL DOCUMENT v2.4.0.8
Contingencies
12 Months Ended
Dec. 31, 2013
Commitments and Contingencies Disclosure [Abstract]  
Contingencies
Contingencies
We are involved in tax and legal proceedings, claims and litigation arising in the ordinary course of business for which we believe that we have adequate reserves, and such reserves are not material to the consolidated financial statements. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. Once we have disclosed a matter that we believe is or could be material to us, we continue to report on such matter until there is finality of outcome or until we determine that disclosure is no longer warranted. Further, we believe our estimate of the aggregate range of reasonably possible losses, in excess of established reserves, for our legal proceedings was not material at December 31, 2013. In addition, from time-to-time, we may be involved in additional matters, which could become material and for which we may also establish reserve amounts, as discussed below.
China Operations
On March 18, 2012, we announced we had temporarily suspended our Shanghai Roadway D&B Marketing Services Co. Ltd. (“Roadway”) operations in China, pending an investigation into allegations that its data collection practices may have violated local Chinese consumer data privacy laws. Thereafter, the Company decided to permanently cease the operations of Roadway. In addition, we have been reviewing certain allegations that we may have violated the Foreign Corrupt Practices Act and certain other laws in our China operations. As previously reported, we have voluntarily contacted the Securities and Exchange Commission and the United States Department of Justice to advise both agencies of our investigation. Our investigation remains ongoing and is being conducted at the direction of the Audit Committee.
On September 28, 2012, Roadway was charged in a Bill of Prosecution, along with five former employees, by the Shanghai District Prosecutor with illegally obtaining private information of Chinese citizens. On December 28, 2012, the Chinese court imposed a monetary fine on Roadway and fines and imprisonment on four former Roadway employees. A fifth former Roadway employee was separated from the case.
For the year ended December 31, 2013, we incurred $7.4 million of legal and other professional fees related to matters in China. Additionally, during the year ended December 31, 2012, we incurred $13.5 million of legal and other professional fees and $2.1 million in local shut-down costs, as well as an impairment charge of $12.9 million related to accounts receivable, intangible assets, prepaid costs and software for Roadway, an operation in our Greater China reporting unit. For the year ended December 31, 2012, the Roadway operations had $5.4 million of revenue and $14.5 million of operating loss. D&B acquired Roadway’s operations in 2009, and for 2011 Roadway accounted for approximately $22 million in revenue and $2 million in operating income.
As our investigation is ongoing, we cannot yet predict the ultimate outcome of the matter or its impact, if any, on our business, financial condition or results of operations. No amount in respect of any potential liability in this matter, including for penalties, fines or other sanctions, has been accrued in the consolidated financial statements. In accordance with ASC 450, "Contingencies," or "ASC 450", we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.
Nicholas Martin v. Dun & Bradstreet, Inc. and Convergys Customer Management Group, Inc., No. 12 CV 215 (USDC N.D. IL.)
On January 11, 2012, Nicholas Martin filed suit against Dun & Bradstreet, Inc. and Convergys Customer Management Group, Inc. ("Convergys") in the United States District Court for the Northern District of Illinois. The complaint alleges that Defendants violated the Telephone Consumer Protection Act (“TCPA”) because Convergys placed a telephone call to Plaintiff's cell phone using an automatic telephone dialing system ("ATDS") and because Dun & Bradstreet, Inc. authorized the telephone call. The TCPA generally prohibits the use of an ATDS to place a call to a cell phone for nonemergency purposes and without the prior express consent of the called party. The TCPA provides for statutory damages of $500 per violation, which may be trebled to $1,500 per violation at the discretion of the court if the plaintiff proves the defendant willfully violated the TCPA. Plaintiff sought to bring this action as a class action on behalf of all persons who Defendants called on their cell phone using an ATDS, where the Defendants obtained the cell phone number from some source other than directly from the called party, during the period from January 11, 2010 to the present. The parties reached an agreement to settle this matter and they have negotiated the terms of a settlement agreement and other related settlement documents. On July 16, 2013 the Court granted Plaintiff's Motion for Preliminary Approval of Class Action Settlement and entered a Preliminary Approval Order. Class members have been given notice and had until October 7, 2013 to submit claims. The claims period is now closed. No objections were submitted. The settlement is subject to final approval by the Court. The Court held a Fairness Hearing on November 19, 2013. No written objections to the Class Action Settlement were filed prior to the Fairness Hearing and there were no objections raised at the Fairness Hearing. Pursuant to the Court’s Order of November 19, 2013, Class Counsel informed the Court on January 13, 2014 that the parties have not been contacted by any attorney general’s office or any other governmental entity pursuant to the Class Action Fairness Act. The Court held a Final Approval Hearing on January 16, 2014, at which time the Court approved all aspects of the Class Action Settlement. On January 16, 2014, the Court entered a Final Order of Judgment and Dismissal, thereby dismissing the case with prejudice and without costs as to Plaintiff and all Settlement Class Members. Accordingly, the settlement is now final and we will no longer be reporting on this matter. The matter has settled within the reserved amount. In accordance with ASC 450, as of December 31, 2013, an appropriate reserve was set up to cover the settlement. The amount of such reserve is not material to the Company's financial statements.

Dun & Bradstreet Credibility Corporation v. Dun & Bradstreet, Inc., and The Dun & Bradstreet Corporation (N.Y. state court)
On February 20, 2014, Dun & Bradstreet Credibility Corporation (“DBCC”) filed an action in the Supreme Court of the State of New York for the County of New York against the Company. DBCC is an unaffiliated entity with license rights to use the Company’s brand name and to sell certain of the Company’s products. The complaint alleges that the Company breached the Commercial Services Agreement (“CSA”), which was entered into by the Company and DBCC on July 30, 2010 in connection with DBCC’s acquisition of the Company’s North American Self Awareness Solution business. The complaint alleges that the Company breached several of the CSA’s terms, and that the Company is trying to terminate the CSA through improper means. The Complaint alleges causes of action for breach of contract; breach of the covenant of good faith and fair dealing, in the alternative; intentional interference with prospective economic advantage; and declaratory judgment. The Complaint seeks damages and declaratory and injunctive relief. The Company was served with the Complaint on February 24, 2014.
The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.
Dun & Bradstreet Credibility Corporation Sales Practices Litigations

O&R Construction, LLC v. Dun & Bradstreet Credibility Corporation, et al., No. 2:12 CV 02184 (USDC W.D. Wash.)
On December 13, 2012, plaintiff O&R Construction LLC filed a putative class action in the United States District Court for the Western District of Washington against D&B and an unaffiliated entity. The complaint alleged, among other things, that defendants violated the antitrust laws, used deceptive marketing practices to sell the CreditBuilder credit monitoring products and allegedly misrepresented the nature, need and value of the products. The plaintiff purports to sue on behalf of a putative class of purchasers of CreditBuilder and seeks recovery of damages and equitable relief. On February 18, 2013, the Company filed a motion to dismiss the complaint. On April 5, 2013, plaintiff filed an amended complaint in lieu of responding to the motion. The amended complaint dropped the antitrust claims and retained the class action and deceptive practices allegations. The Company filed a new motion to dismiss the amended complaint on May 3, 2013. On August 23, 2013, the Court heard the motion and granted it. Specifically, the Court dismissed a contract claim with prejudice, and dismissed all the remaining claims without prejudice. On September 23, 2013, plaintiff filed a Second Amended Complaint (“SAC”). The SAC alleges claims for negligence, defamation and unfair business practices under Washington state law against the Company for alleged inaccuracies in small business credit reports. The SAC also alleges liability against the Company under a joint venture or agency theory for practices relating to CreditBuilder. The Company filed a motion to dismiss the SAC. On January 9, 2014, the Court heard argument on the Company’s motion and dismissed with prejudice the claims based on a joint venture or agency liability theory brought against the Company. The Court denied the motion with respect to the negligence, defamation and unfair practices claims. On January 23, 2014, the Company answered the SAC. With regard to discovery, the parties exchanged initial disclosures and completed the initial case management process in March 2013. Formal discovery has begun. As the Company recently filed its Answer to the SAC, this litigation is still in the initial stage. In accordance with ASC 450, we do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.
Die-Mension Corporation v. Dun & Bradstreet Credibility Corporation et al., No. 1:14-cv-392 (N.D. Oh.)
On February 20, 2014, plaintiff Die-Mension Corporation (“Die-Mension”) filed a putative class action in the United States District Court for the Northern District of Ohio against the Company and Dun & Bradstreet Credibility Corporation (“DBCC”), an unaffiliated entity. Die-Mension purports to sue on behalf of a putative class of all purchasers of a CreditBuilder product in the United States or in such state(s) as the Court may certify. The complaint alleges that DBCC used deceptive marketing practices to sell the CreditBuilder credit monitoring products. As against the Company, the complaint alleges a violation of Ohio’s Deceptive Trade Practices Act, defamation, and negligence. The complaint alleges deceptive trade practices, negligent misrepresentation and concealment against DBCC. The Company has not yet been served with the complaint. This litigation is not currently active in light of the absence of service. The Company is in the initial stages of investigating the allegations. In accordance with ASC 450, we therefore do not have sufficient information upon which to determine that a loss in connection with this matter is probable, reasonably possible or estimable, and thus no reserve has been established nor has a range of loss been disclosed.

Other Matters
In addition, in the normal course of business, and including without limitation, our merger and acquisition activities and financing transactions, D&B indemnifies other parties, including customers, lessors and parties to other transactions with D&B, with respect to certain matters. D&B has agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. D&B has also entered into indemnity obligations with its officers and directors.
Additionally, in certain circumstances, D&B issues guarantee letters on behalf of our wholly-owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by D&B under these agreements have not had a material impact on the consolidated financial statements.
XML 121 R26.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent Events
12 Months Ended
Dec. 31, 2013
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Dividend Declaration
In February 2014, we approved the declaration of a dividend of $0.44 per share of common stock for the first quarter of 2014. This cash dividend will be payable on March 12, 2014 to shareholders of record at the close of business on February 25, 2014.

Share Repurchases
From January 1, 2014 through February 27, 2014, we have repurchased 936,724 shares of common stock for approximately $98 million, which were outstanding at December 31, 2013. The share repurchases were comprised of 813,323 shares of common stock for approximately $85 million under our $1 billion share repurchase program and 123,401 shares of common stock for approximately $13 million under our four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. See Note 9 to the consolidated financial statements included in this Annual Report on Form 10-K for further discussion on our share repurchase programs.

Tax Audit - Resolution of the 2007-2009 IRS Audit
On January 15, 2014, we effectively settled the IRS audit for tax years 2007-2009. As a result of the settlement we will reduce our liabilities by approximately $63 million, partially offset by a reduction of approximately $22 million for a contractual receipt under the tax allocation agreement between Moody's Corporation and D&B as it relates to this matter. The result will be a net benefit of approximately $37 million recorded in the quarter ending March 31, 2014.
XML 122 R95.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information Schedule of Divested and Other Business Revenue (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Segment Reporting Information [Line Items]      
Divested and other revenue $ 0 $ 18.7 $ 112.2
Risk Management Solutions [Member]
     
Segment Reporting Information [Line Items]      
Divested and other revenue 0 9.3 39.8
Sale and Marketing Solutions [Member]
     
Segment Reporting Information [Line Items]      
Divested and other revenue $ 0 $ 9.4 $ 72.4
XML 123 R49.htm IDEA: XBRL DOCUMENT v2.4.0.8
Income Taxes - Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes (Details)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Income Tax Disclosure [Abstract]      
Statutory Tax Rate 35.00% 35.00% 35.00%
State and Local Taxes, net of U.S. Federal Tax Benefits 0.90% 1.70% 2.20%
Non-U.S. Taxes (2.30%) (3.20%) (1.40%)
Valuation Allowance 0.70% (0.50%) (0.10%)
Interest 0.50% 0.80% 0.70%
Tax Credits and Deductions (1.30%) (1.30%) (0.90%)
Tax Contingencies Related to Uncertain Tax Positions 0.40% 0.40% 0.00%
Impact of Legacy Tax Matters 0.00% (7.10%) (5.50%)
Loss on Investment 0.00% (4.10%) (2.10%)
Other 0.30% 0.30% 1.80%
Effective Tax Rate 34.20% 22.00% 29.70%
XML 124 R105.htm IDEA: XBRL DOCUMENT v2.4.0.8
Quarterly Financial Information Quarterly Financial Information (Parenthetical) (Details) (USD $)
In Millions, unless otherwise specified
3 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2013
Jun. 30, 2013
Mar. 31, 2013
Dec. 31, 2012
Sep. 30, 2012
Jun. 30, 2012
Mar. 31, 2012
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other $ (16.3) $ (16.6) $ (14.7) $ (14.6) $ (27.0) $ (30.0) $ (34.1) $ (31.2) $ (62.2) $ (122.3) $ (127.4)
Corporate Costs [Member]
                     
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other (11.8) (9.6) (8.8) (10.7) (13.6) (13.1) (9.9) (12.5) (40.9) (49.1) (55.4)
Restructuring Expense [Member]
                     
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other (3.3) (6.1) (2.2) (2.3) (6.2) (4.8) (9.3) (9.1) (13.9) (29.4) (22.1)
Strategic Technology Investment (MaxCV) [Member]
                     
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other         (4.7) (6.7) (10.5) (8.4) 0 (30.3) (44.8)
Legal Fees And Other Shut-Down Costs Associated with Matters in China [Member]
                     
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other (1.2) (0.9) (3.7) (1.6) (2.5) (5.4) (4.4) (1.2) (7.4) (13.5) 0
Settlement of Legacy Pension Obligation [Member]
                     
Quarterly Financial Information [Line Items]                      
Corporate Costs And Other                 $ 0 $ 0 $ (5.1)
XML 125 R41.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) (USD $)
0 Months Ended 3 Months Ended 12 Months Ended 3 Months Ended 3 Months Ended 3 Months Ended 1 Months Ended 3 Months Ended
Mar. 12, 2012
Dec. 31, 2013
business_record
Sep. 30, 2011
Dec. 31, 2013
condition
business_record
Dec. 31, 2012
segment
Dec. 31, 2011
segment
Dec. 31, 2013
Property, Plant and Equipment [Member]
Dec. 31, 2012
Property, Plant and Equipment [Member]
Dec. 31, 2011
Property, Plant and Equipment [Member]
Dec. 31, 2013
Building [Member]
Dec. 31, 2013
Minimum [Member]
Equipment [Member]
Dec. 31, 2013
Maximum [Member]
Equipment [Member]
Dec. 31, 2013
Software Development [Member]
Dec. 31, 2013
Other Intangible Assets [Member]
Dec. 31, 2012
Other Intangible Assets [Member]
Dec. 31, 2011
Other Intangible Assets [Member]
Dec. 31, 2013
Other Intangible Assets [Member]
Minimum [Member]
Dec. 31, 2013
Other Intangible Assets [Member]
Maximum [Member]
Dec. 31, 2011
All Business Inc [Member]
Sep. 30, 2011
Research and Development Services [Member]
Nov. 30, 2010
Senior Notes Due November 2015 [Member]
Oct. 25, 2011
Revolving Credit Facility Expiring in 2012 [Member]
Dec. 31, 2011
All Business Inc [Member]
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Dec. 31, 2013
Accounts Payable [Member]
Dec. 31, 2012
Accounts Payable [Member]
Mar. 31, 2012
Shanghai Roadway - Intangibles, Prepaid costs, and software [Member]
Dec. 31, 2013
Operating Expense [Member]
Mar. 31, 2012
Operating Expense [Member]
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Dec. 31, 2013
Selling, General and Administrative Expenses [Member]
Mar. 31, 2012
Selling, General and Administrative Expenses [Member]
Shanghai Roadway D&B Marketing Services Co Ltd [Member]
Oct. 25, 2011
Cash Flow Hedging [Member]
Dec. 31, 2013
China Trade Portal [Member]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items]                                                                  
Translation Adjustment Functional to Reporting Currency, Increase (Decrease), Gross of Tax       $ (100,000) $ (900,000) $ 3,100,000                                                      
Number of business records   230,000,000   230,000,000                                                          
Number of Operating Segments         3 3                                                      
Number of conditions to be met for Revenue Recognition       4                                                          
Contract term       1 year                                                          
Estimated useful lives                   40 years 3 years 10 years                                          
Depreciation and Amortization       71,200,000 [1] 78,300,000 [1] 81,100,000 [1] 8,100,000 11,200,000 12,300,000                                                
Finite-lived intangible asset, useful life                         3 years       1 year 17 years                              
Amortization of Computer Software       46,900,000 49,200,000 46,000,000                                                      
Capitalized Computer Software, Net   107,900,000   107,900,000 140,900,000 127,600,000                                     2,900,000 4,200,000              
Other intangibles amortization expense                           15,900,000 17,300,000 22,500,000                                  
Impairment of Assets   31,300,000 8,000,000 33,300,000 16,100,000 3,300,000                                 3,300,000 12,900,000       28,600,000 4,100,000 2,700,000 8,800,000   1,700,000
Fair Value of Asset on Nonrecurring Basis   0 0 0                                     0       0           0
Impairment of intangible assets                                     3,300,000 8,000,000                          
Long-Term Fixed-Rate Notes issued, face value                                         300,000,000                        
Gain (loss) recognized in income on derivatives 300,000                                                                
Cash received from interest rate derivatives terminated 5,000,000                                                                
Termination of credit facility                                           650,000,000                      
Changes in cash flow hedge, gains (losses) recorded in AOCI                                                               300,000  
Foreign Currency Transaction Gain (Loss), before Tax       $ (100,000) $ (1,100,000) $ 1,900,000                                                      
[1] Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles. The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
XML 126 R107.htm IDEA: XBRL DOCUMENT v2.4.0.8
Subsequent Events - Additional Information (Detail) (USD $)
12 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended 2 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 2 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Feb. 27, 2014
Subsequent Event
Mar. 31, 2014
Subsequent Event
Feb. 03, 2014
Subsequent Event
Jan. 15, 2014
Subsequent Event
Dec. 31, 2013
Stock Repurchase Plan One [Member]
Dec. 31, 2012
Stock Repurchase Plan One [Member]
Dec. 31, 2011
Stock Repurchase Plan One [Member]
Feb. 27, 2014
Stock Repurchase Plan One [Member]
Subsequent Event
Dec. 31, 2013
Common Stock Repurchase Program [Member]
Dec. 31, 2012
Common Stock Repurchase Program [Member]
Dec. 31, 2011
Common Stock Repurchase Program [Member]
Aug. 31, 2012
Common Stock Repurchase Program [Member]
Stock Repurchase Plan One [Member]
Oct. 30, 2011
Common Stock Repurchase Program [Member]
Stock Repurchase Plan One [Member]
Dec. 31, 2013
Common Stock Repurchase Program [Member]
Stock Repurchase Plan One [Member]
Dec. 31, 2013
Repurchase Program To Mitigate Dilutive Effect [Member]
Dec. 31, 2012
Repurchase Program To Mitigate Dilutive Effect [Member]
Dec. 31, 2011
Repurchase Program To Mitigate Dilutive Effect [Member]
May 30, 2010
Repurchase Program To Mitigate Dilutive Effect [Member]
Share Repurchase Program Twenty Ten [Member]
Feb. 27, 2014
Repurchase Program To Mitigate Dilutive Effect [Member]
Share Repurchase Program Twenty Ten [Member]
Subsequent Event
Subsequent Event [Line Items]                                            
Dividends Payable, Amount Per Share           $ 0.44                                
Treasury Stock, Shares, Acquired 4,508,199 6,837,190 2,613,701 936,724       3,545,513 6,483,144 435,770 813,323 3,545,513 [1] 6,483,144 [1] 1,815,888 [1],[2]       962,686 [3] 354,046 [3] 797,813 [3]   123,401
Treasury Stock, Value, Acquired, Cost Method $ 420,000,000 $ 508,000,000 $ 185,400,000 $ 98,000,000       $ 325,000,000 $ 480,100,000 $ 29,800,000 $ 85,000,000 $ 325,000,000 $ 480,100,000 $ 126,100,000       $ 95,000,000 $ 27,900,000 $ 59,300,000   $ 13,000,000
Stock Repurchase Program, Period in Force                                         4 years  
Stock Repurchase Program, Authorized Amount                             500,000,000 500,000,000 1,000,000,000          
Stock Repurchase Program, Number of Shares Authorized to be Repurchased                                         5,000,000  
Liabilities for Unrecognized Tax Benefits, Reduction Resulting from Settlement of IRS Audit             63,000,000                              
Other Receivables, Reduction for Contractual Receipt under the Tax Allocation Agreement between Moody's and D&B             22,000,000                              
Tax Adjustments, Settlements, and Unusual Provisions         $ 37,000,000                                  
[1] In August 2012, our Board of Directors approved a $500 million increase to our then-existing $500 million share repurchase program, for a total program authorization of $1 billion. The then-existing $500 million program was approved by our Board of Directors in October 2011 and commenced in November 2011 upon completion of the previous $200 million share repurchase program. During the year ended December 31, 2013, we repurchased 3,545,513 shares of common stock for $325.0 million under this share repurchase program. During the year ended December 31, 2012, we repurchased 6,483,144 shares of common stock for $480.1 million under this share repurchase program. During the year ended December 31, 2011, we repurchased 435,770 shares of common stock for $29.8 million under this share repurchase program. We anticipate that this program will be completed around the middle of 2014.
[2] In February 2009, our Board of Directors approved a $200 million share repurchase program, which commenced in December 2009 upon completion of the previous $400 million, two-year repurchase program. During the year ended December 31, 2011, we repurchased 1,380,118 shares of common stock for $96.3 million under this share repurchase program. This program was completed in November 2011.
[3] In May 2010, our Board of Directors approved a four-year, five million share repurchase program to mitigate the dilutive effect of the shares issued under our stock incentive plans and ESPP. This program commenced in October 2010 and expires in October 2014.
XML 127 R5.htm IDEA: XBRL DOCUMENT v2.4.0.8
Consolidated Balance Sheets (Parenthetical) (USD $)
In Millions, except Share data, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Accounts Receivable, Allowance $ 23.9 $ 27.3
Property, Plant and Equipment, Accumulated Depreciation 83.9 81.2
Computer Software, Net of Accumulated Amortization of $474.1 at December 31, 2013 and $431.9 at December 31, 2012 $ 474.1 $ 431.9
Preferred Stock, par value per share $ 0.01  
Preferred Stock, authorized 10,000,000  
Common Stock, par value per share $ 0.01 $ 0.01
Common Stock, authorized 200,000,000  
Treasury Stock, shares 44,100,000 40,600,000
Series A Junior Participating Preferred Stock [Member]
   
Preferred Stock, par value per share $ 0.01 $ 0.01
Preferred Stock, authorized 500,000 500,000
Preferred Stock, outstanding 0 0
Preferred Stock [Member]
   
Preferred Stock, par value per share $ 0.01 $ 0.01
Preferred Stock, authorized 9,500,000 9,500,000
Preferred Stock, outstanding 0 0
Series Common Stock [Member]
   
Common Stock, par value per share $ 0.01 $ 0.01
Common Stock, authorized 10,000,000 10,000,000
Series Common Stock, outstanding 0 0
Common Stock [Member]
   
Common Stock, par value per share $ 0.01 $ 0.01
Common Stock, authorized 200,000,000 200,000,000
Common Stock, issued 81,900,000 81,900,000
XML 128 R88.htm IDEA: XBRL DOCUMENT v2.4.0.8
Lease Commitments and Contractual Obligations Future Contractual Obligations (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Operating Leases [Member]
 
Commitments and Contingencies Disclosure [Line Items]  
Operating Leases, 2013 $ 28.9
Operating Leases, 2014 23.9
Operating Leases, 2015 17.6
Operating Leases, 2016 9.2
Operating Leases, 2017 7.9
Operating Leases, Thereafter 22.2
Operating Leases, Total 109.7
Outsource Contract [Member]
 
Commitments and Contingencies Disclosure [Line Items]  
Onligations to Outsourcers, 2013 132.4
Onligations to Outsourcers, 2014 69.8
Onligations to Outsourcers, 2015 25.2
Onligations to Outsourcers, 2016 0.5
Onligations to Outsourcers, 2017 0
Onligations to Outsourcers, Thereafter 0
Onligations to Outsourcers, Total $ 227.9
XML 129 R10.htm IDEA: XBRL DOCUMENT v2.4.0.8
Recent Accounting Pronouncements
12 Months Ended
Dec. 31, 2013
Text Block [Abstract]  
Recent Accounting Pronouncements
Recent Accounting Pronouncements
In July 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-11, "Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carryforward Exists (a consensus of the Emerging Issues Task Force)," which states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. If a company does not have: (i) a net operating loss carryforward; (ii) a similar tax loss; or (iii) a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position, or the entity does not intend to use the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.
In July 2013, the FASB issued ASU No. 2013-10, "Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the Emerging Issues Task Force)," which permits a company to designate the Fed Funds Effective Swap Rate ("Fed Funds rate"), also referred to as the overnight index swap rate ("OIS"), as a benchmark interest rate for hedge accounting purposes. In addition, this ASU removes the restriction on using different benchmark interest rates for similar hedges. The authoritative guidance is effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.
In March 2013, the FASB issued ASU No. 2013-5, "Foreign Currency Matters (Topic 830): Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity (a consensus of the FASB Emerging Issues Task Force)," which states that a cumulative translation adjustment ("CTA") is attached to the parent’s investment in a foreign entity and should be released in a manner consistent with the derecognition guidance on investments in entities. The entire amount of the CTA associated with the foreign entity would be released when there has been a: (i) sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity; (ii) loss of a controlling financial interest in an investment in a foreign entity; and (iii) step acquisition for a foreign entity. The authoritative guidance does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. The authoritative guidance is effective for fiscal years and the interim periods within those fiscal years beginning on or after December 15, 2013 and should be applied on a prospective basis. We do not expect that the adoption of this authoritative guidance will have a material impact on the consolidated financial statements.
In February 2013, the FASB issued ASU No. 2013-02, "Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." The authoritative guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. A company would disaggregate the total change of each component of other comprehensive income and separately present reclassification adjustments and current-period other comprehensive income. The authoritative guidance requires a company to present information about significant items reclassified out of accumulated other comprehensive income by component either on the face of the statement where net income is presented or as a separate disclosure in the notes to the financial statements. The authoritative guidance is effective for fiscal years and the interim periods within those annual periods beginning after December 15, 2012. The authoritative guidance was applied prospectively. See Note 4 to the consolidated financial statements included in this Annual Report on Form 10-K for more information.
In January 2013, the FASB issued ASU No. 2013-01, "Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities," which clarifies which instruments and transactions are subject to the offsetting disclosure requirements established by ASU No. 2011-11, “Balance Sheet (Topic 210); Disclosures about Offsetting Assets and Liabilities” or “ASU No. 2011-11.” The authoritative guidance limits the scope of the offsetting disclosures to (i) recognized derivative instruments accounted for in accordance with ASC 815, “Derivatives and Hedging”, or “ASC 815,” subject to the authoritative guidance for offsetting in the statement of financial position and (ii) recognized derivative instruments accounted for in accordance with ASC 815 that are subject to an enforceable master netting arrangement or similar agreement. The authoritative guidance is effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods. A company is required to provide the disclosures required in ASU No. 2011-11 for the applicable instruments and transactions under this authoritative guidance retrospectively for all comparative periods presented. The adoption of this authoritative guidance did not have a material impact on the consolidated financial statements.
XML 130 R58.htm IDEA: XBRL DOCUMENT v2.4.0.8
Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) (USD $)
In Millions, unless otherwise specified
0 Months Ended 12 Months Ended
Mar. 12, 2012
Dec. 31, 2013
Swap Arrangement [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Swap Arrangement [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Swap Arrangement [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Dec. 31, 2012
Swap Arrangement [Member]
Non-Operating Income (Expenses) - Net [Member]
Long-Term Fixed-Rate Notes [Member]
Dec. 31, 2013
Forward exchange contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Forward exchange contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Forward exchange contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2013
Foreign exchange option contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2012
Foreign exchange option contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Dec. 31, 2011
Foreign exchange option contracts [Member]
Non-Operating Income (Expenses) - Net [Member]
Derivative Instruments, Gain (Loss) [Line Items]                      
Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)   $ 0 $ 0                
Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)   0 0                
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)   0 0                
Gain or (Loss) Recognized in Income on Derivative $ 0.3 $ 0 $ 0.8 $ 0 $ (0.5) $ (6.8) $ 5.7 $ (0.7) $ 0 $ (0.2) $ (0.5)
XML 131 R82.htm IDEA: XBRL DOCUMENT v2.4.0.8
Employee Stock Plans Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model (Details) (USD $)
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Line Items]      
Expected dividend yield 1.60% 1.80% 1.80%
Expected term (in years) 6 years 6 months 6 years 6 years
Expected stock price volatility 23.00% 23.00% 21.00%
Weighted average risk-free interest rate 1.66% 1.21% 2.55%
Weighted average fair value of options granted $ 21.57 $ 15.01 $ 15.86
Performance Units with Market Condition [Member]
     
Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Line Items]      
Expected dividend yield 2.00%    
Expected term (in years) 2 years 292 days    
Expected stock price volatility 25.00%    
Weighted average risk-free interest rate 0.33%    
Weighted average fair value of options granted $ 86.59    
Leveraged Restricted Stock Units [Member]
     
Schedule of Share Based Payment Award, Leveraged Restricted Stock Units, Valuation Assumption [Line Items]      
Expected dividend yield 1.90%    
Expected term (in years) 3 years    
Expected stock price volatility 25.00%    
Weighted average risk-free interest rate 0.38%    
Weighted average fair value of options granted $ 85.48    
XML 132 R106.htm IDEA: XBRL DOCUMENT v2.4.0.8
Divestitures and Other Businesses - Additional Information (Detail) (USD $)
3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 3 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended 1 Months Ended 12 Months Ended
Dec. 31, 2013
Sep. 30, 2011
Dec. 31, 2013
Dec. 31, 2012
joint_venture
Dec. 31, 2011
Sep. 30, 2012
Indian Research and Advisory Services [Member]
Dec. 31, 2012
Indian Research and Advisory Services [Member]
Dec. 31, 2011
Indian Research and Advisory Services [Member]
Mar. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2011
Shanghai Roadway D&B Marketing Services Co Ltd
Feb. 28, 2012
Japanese Joint Venture Domestic
Dec. 31, 2013
Japanese Joint Venture Domestic
Dec. 31, 2012
Japanese Joint Venture Domestic
Dec. 31, 2011
Japanese Joint Venture Domestic
Feb. 28, 2012
All Business Inc [Member]
Dec. 31, 2011
All Business Inc [Member]
Dec. 31, 2012
All Business Inc [Member]
Dec. 31, 2011
All Business Inc [Member]
Jan. 30, 2012
Chinese Market Research Joint Venture
joint_venture
Dec. 31, 2012
Chinese Market Research Joint Venture
Dec. 31, 2011
Chinese Market Research Joint Venture
Jan. 30, 2012
Purisma [Member]
Dec. 31, 2012
Purisma [Member]
Dec. 31, 2011
Purisma [Member]
Dec. 31, 2013
Corporate Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Corporate Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Dec. 31, 2012
Local Shutdown Costs [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
Sep. 28, 2012
Pending Litigation [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
person
Sep. 28, 2012
Fines and Imprisonment [Member]
Shanghai Roadway D&B Marketing Services Co Ltd
person
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                                                            
Proceed from divestiture of business           $ 500,000           $ 4,500,000       $ 400,000       $ 5,000,000     $ 2,000,000              
Pre-tax gain (loss) from sale of business             (200,000)             (3,000,000)       400,000     (1,400,000)     (2,000,000)            
Divested and other revenue     0 18,700,000 112,200,000     1,300,000   5,400,000 22,000,000       64,000,000       4,000,000     16,000,000     4,000,000          
Divested and other business, operating income (loss)                   (14,500,000) 2,000,000                                      
Shut-down costs related to the Roadway business                                                   7,400,000 13,500,000 2,100,000    
Impairment of Assets 31,300,000 8,000,000 33,300,000 16,100,000 3,300,000       12,900,000               3,300,000                          
Number of current and former employees                                                         5 4
Commercial arrangement with TSR to provide global data to its Japanese customers, term     1 year                   10 years                                  
Commercial arrangement with TSR to provide global data to its Japanese customers, aggregate future cash payments $ 140,000,000   $ 140,000,000                                                      
Number of joint venture companies sold       2                               2                    
XML 133 R69.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Pension Plans [Member]
   
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income    
Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012 $ (43.7) $ (35.6)
Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012 (0.3) (0.3)
Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012 207.6 (113.4)
Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012 0.1 0.1
Postretirement Benefits [Member]
   
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income    
Amortization of Actuarial (Loss) Gain, Before Taxes Expense (Income) of $15.8 in 2013 and $10.8 in 2012 1.4 2.5
Amortization of Prior Service (Cost) Credit, Before Taxes Expense (Income) of ($3.3) in 2013 and $(3.1) in 2012 9.2 9.9
Actuarial (Loss) Gain Arising During the Year, Before Taxes Expense (Income) of $75.9 in 2013 and $(38.0) in 2012 (4.0) (3.2)
Prior Service (Cost) Credit Arising During the Year, Before Taxes Expense (Income) of $0.0 in 2013 and $0.0 in 2012 $ 0 $ 0
XML 134 R27.htm IDEA: XBRL DOCUMENT v2.4.0.8
Description of Business and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2013
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Consolidation
Within our North America Sales & Marketing Solutions, we monitor the performance of our  “Traditional” products and our “Value-Added” products.
Our Traditional Sales & Marketing Solutions generally consist of our marketing lists and labels used by customers in their direct mail and marketing activities, our education business and our electronic licensing solutions. Effective January 1, 2013, we began managing and reporting our Internet business as part of our Traditional Sales & Marketing Solutions set. Our Internet business provides highly organized, efficient and easy-to-use products that address the online sales and marketing needs of professionals and businesses, including information on companies, industries and executives.
Our Value-Added Sales & Marketing Solutions generally include decision-making and customer information management solutions, including data management solutions like D&B Optimizer™ (which transforms our customers' prospects and data into up-to-date, accurate and actionable commercial insight) and products introduced as part of our Data-as-a-Service (or “DaaS”) Strategy, which integrates our data directly into the applications and platforms that our customers use every day. Customer Relationship Management (“CRM”) was our first area of focus, with D&B360®, which helps CRM customers manage their data, increase sales and improve customer engagement. In addition, we have a strategic alliance with Salesforce.com with respect to Salesforce’s Data.com product. This product combines our business data with Salesforce’s contact data directly into their CRM application. The vision for DaaS is to make D&B's data available wherever and whenever our customers need it, thereby powering more effective business processes.
Basis of Presentation. The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period reported. As discussed throughout this Note 1, we base our estimates on historical experience, current conditions and various other factors that we believe to be reasonable under the circumstances. Significant items subject to such estimates and assumptions include: valuation allowances for receivables and deferred income tax assets; liabilities for potential tax exposure and potential litigation claims and settlements; assets and obligations related to employee benefits; allocation of the purchase price in acquisition accounting; long-term asset and amortization recoverability; stock-based compensation; revenue deferrals; and restructuring charges. We review estimates and assumptions periodically and reflect the revisions in the consolidated financial statements in the period in which we determine any revisions to be necessary. Actual results could differ materially from those estimates under different assumptions or conditions.
The consolidated financial statements include our accounts, as well as those of our subsidiaries and investments in which we have a controlling interest. Investments in companies over which we have significant influence but not a controlling interest are recorded under the equity method of accounting. Investments over which we do not have significant influence are recorded under the cost method of accounting. We periodically review our investments to determine if there has been any impairment judged to be other than temporary. Such impairments are recorded as write-downs in the consolidated statements of operations and comprehensive income.
All intercompany transactions and balances have been eliminated in consolidatio
Segments

On January 1, 2012, we began managing and reporting our business through the following three segments (all prior periods had been reclassified to reflect the new segment structure):
North America (which consists of our operations in the United States (“U.S.”) and Canada);
Asia Pacific (which primarily consists of our operations in Australia, Greater China, India and Asia Pacific Worldwide Network); and
Europe and Other International Markets (which primarily consists of our operations in the United Kingdom (“U.K.”), the Netherlands, Belgium, Latin America and European Worldwide Network).
During 2011, we managed and reported our business globally through the following three segments:
North America (which consisted of our operations in the U.S. and Canada);
Asia Pacific (which primarily consisted of our operations in Australia, Japan, Greater China and India); and
Europe and Other International Markets (which primarily consisted of our operations in the U.K., the Netherlands, Belgium, Latin America and our total Worldwide Network).
The financial statements of the subsidiaries outside North America reflect a fiscal year ended November 30 in order to facilitate the timely reporting of our consolidated financial results and consolidated financial positi
Revenue Recognition
Revenue Recognition. Revenue is recognized when the following four conditions are met:
Persuasive evidence of an arrangement exists;
The contract fee is fixed or determinable;
Delivery or performance has occurred; and
Collectability is reasonably assured.
If at the outset of an arrangement, we determine that collectability is not reasonably assured, revenue is deferred until the earlier of when collectability becomes probable or the receipt of payment. If there is uncertainty as to the customer’s acceptance of our deliverables, revenue is not recognized until the earlier of receipt of customer acceptance or expiration of the acceptance period. If at the outset of an arrangement, we determine that the arrangement fee is not fixed or determinable, revenue is deferred until the arrangement fee becomes fixed or determinable, assuming all other revenue recognition criteria have been met.
Our Risk Management Solutions are generally sold under fixed price subscription contracts that allow customers unlimited access to risk information. Revenue on this type of contract is recognized ratably over the term of the contract.
Risk information is also sold using monthly or annual contracts that allow customers to purchase our risk information up to the contract amount based on an agreed price list. Once the contract amount is fully used, additional risk information can be purchased at per-item prices, which may be different than those in the original contract. Revenue on these contracts is recognized on a per-item basis as information is purchased and delivered to the customer. If customers do not use the full amount of their contract and forfeit the unused portion, we recognize the forfeited amount as revenue at contract expiration.
Where a data file of risk information is sold with periodic updates to that information, a portion of the revenue related to the updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Revenue related to services, such as monitoring, is recognized ratably over the period of performance.
Sales & Marketing Solutions that provide continuous access to our marketing information and business reference databases may include access or hosting fees which are sold on a subscription basis. Revenue is recognized ratably over the term of the contract, which is typically one year.
Where a data file of marketing information is sold, we recognize revenue upon delivery of the marketing data file to the customer. If the contract provides for periodic updates to that marketing data file, the portion of the revenue related to updates is deferred as a liability on the balance sheet and recognized as the updates are delivered, usually on a quarterly or monthly basis over the term of the contract.
Sales of software that are considered to be more than incidental are recognized in revenue when a noncancelable license agreement has been signed and the software has been shipped and installed, if required.
Revenue from consulting and training services is recognized as the services are performed.
Multiple Element Arrangements
Effective January 1, 2011, we adopted Accounting Standards Update (“ASU”) 2009-13, “Revenue Recognition – Multiple-Deliverable Revenue Arrangements,” which amends guidance in Accounting Standards Codification ("ASC") 605-25, “Revenue Recognition: Multiple-Element Arrangements,” on a prospective basis for all new or materially modified arrangements entered into on or after that date. The new standard:
Provides updated guidance on whether multiple deliverables exist, how the elements in an arrangement should be separated, and how the consideration should be allocated;
Requires an entity to allocate revenue in an arrangement using the best estimated selling prices (“BESP”) of each element if a vendor does not have vendor-specific objective evidence of selling prices (“VSOE”) or third-party evidence of selling price (“TPE”); and
Eliminates the use of the residual method and requires a vendor to allocate revenue using the relative selling price method.
We have certain solution offerings that are sold as multi-element arrangements. The multiple element arrangements or deliverables may include access to our business information database, information data files, periodic data refreshes, software and services. We evaluate each deliverable in an arrangement to determine whether it represents a separate unit of accounting. Most product and service deliverables qualify as separate units of accounting and can be sold stand-alone or in various combinations across our markets. A deliverable constitutes a separate unit of accounting when it has stand-alone value and there are no customer-negotiated refunds or return rights for the delivered items. If the arrangement includes a customer-negotiated refund or return right relative to the delivered items, and the delivery and performance of the undelivered item is considered probable and substantially in our control, the delivered item constitutes a separate unit of accounting. The new guidance requires for deliverables with stand-alone value in a multi-element arrangement for which revenue was previously deferred due to undelivered elements not having the fair value of the selling price to be separated and recognized as delivered, rather than over the longest service delivery period as a single unit with other elements in the arrangement.
If the deliverable or a group of deliverables meet the separation criteria, the total arrangement consideration is allocated to each unit of accounting based on its relative selling price. The amount of arrangement consideration that is allocated to a delivered unit of accounting is limited to the amount that is not contingent upon the delivery of another unit of accounting.
We determine the selling price for each deliverable using VSOE, if it exists, TPE if VSOE does not exist, or BESP if neither VSOE nor TPE exist. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element.
Consistent with our methodology under the previous accounting guidance, we determine VSOE of a deliverable by monitoring the price at which we sell the deliverable on a stand-alone basis to third parties or from the stated renewal rate for the elements contained in the initial arrangement. In certain instances, we are not able to establish VSOE for all deliverables in an arrangement with multiple elements. This may be due to us infrequently selling each element separately, not pricing products or services within a set range, or only having a limited sales history. Where we are unable to establish VSOE, we may use the price at which we or a third party sell a similar product to similarly situated customers on a stand-alone basis. Generally, our offerings contain a level of differentiation such that comparable pricing of solutions with similar functionality or delivery cannot be obtained. Furthermore, we are rarely able to reliably determine what similar competitors’ selling prices are on a stand-alone basis. Therefore, we typically are not able to determine TPE of selling price.
When we are unable to establish selling prices by using VSOE or TPE, we establish the BESP in our allocation of arrangement consideration. The objective of BESP is to determine the price at which we would transact a sale if the solution were sold on a stand-alone basis. The determination of BESP is based on our review of available data points and consideration of factors such as but not limited to pricing practices, our growth strategy, geographies and customer segment and market conditions. The determination of BESP is made through consultation with and formal approval of our management, taking into consideration our go-to-market strategy.
We regularly review VSOE and have a review process for TPE and BESP and maintain internal controls over the establishment and updates of these estimates.
Deferred revenue consists of amounts billed in excess of revenue recognized on sales of our information solutions and generally relates to deferral of subscription revenue. Deferred revenue is included in current liabilities in the balance sheet and is subsequently recognized as revenue in accordance with our revenue recognition policies.
We record revenue on a net basis for those sales where we act as an agent or broker in the transactio
Sales Cancellations
.
Sales Cancellations. In determining sales cancellation allowances, we analyze historical trends, customer-specific factors and current economic trend
Restructuring Charges
Restructuring Charges. Restructuring charges have been recorded in accordance with ASC 712-10, “Nonretirement Postemployment Benefits,” or “ASC 712-10,” and/or ASC 420-10, “Exit or Disposal Cost Obligations,” or “ASC 420-10,” as appropriate.
We record severance costs provided under an ongoing benefit arrangement once they are both probable and estimable in accordance with the provisions of ASC 712-10.
We account for one-time termination benefits, contract terminations and/or costs to terminate lease obligations less assumed sublease income in accordance with ASC 420-10, which addresses financial accounting and reporting for costs associated with restructuring activities. Under ASC 420-10, we establish a liability for a cost associated with an exit or disposal activity, including severance and lease termination obligations, and other related costs, when the liability is incurred, rather than at the date that we commit to an exit plan. We reassess the expected cost to complete the exit or disposal activities at the end of each reporting period and adjust our remaining estimated liabilities, if necessary.
The determination of when we accrue for severance costs and which standard applies depends on whether the termination benefits are provided under an ongoing arrangement as described in ASC 712-10 or under a one-time benefit arrangement as defined by ASC 420-10. Inherent in the estimation of the costs related to the restructurings are assessments related to the most likely expected outcome of the significant actions to accomplish the exit activities. In determining the charges related to the restructurings, we had to make estimates related to the expenses associated with the restructurings. These estimates may vary significantly from actual costs depending, in part, upon factors that may be beyond our control. We will continue to review the status of our restructuring obligations on a quarterly basis and, if appropriate, record changes to these obligations in current operations based on management’s most current estimate
Employee Benefit Plans
Employee Benefit Plans. We provide various defined benefit plans to our employees as well as healthcare benefits to our retired employees. We use actuarial assumptions to calculate pension and benefit costs as well as pension assets and liabilities included in the consolidated financial statements. See Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K for further detai
Income Taxes and Tax Contingencies
Income Taxes and Tax Contingencies. In determining taxable income for financial statement purposes, we must make certain estimates and judgments. These estimates and judgments affect the calculation of certain tax liabilities and the determination of the recoverability of certain of the deferred tax assets, which arise from net operating losses and temporary differences between the tax and financial statement recognition of revenue and expense.
In evaluating our ability to recover our deferred tax assets, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of future pre-tax operating income, the reversal of temporary differences, and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses.
We currently have recorded valuation allowances that we will maintain until it is more likely than not the deferred tax assets will be realized. Our income tax expense recorded in the future may be reduced to the extent of decreases in our valuation allowances. The realization of our remaining deferred tax assets is primarily dependent on future taxable income in the appropriate jurisdiction. Any reduction in future taxable income may require that we record an additional valuation allowance against our deferred tax assets. An increase in the valuation allowance could result in additional income tax expense in such period and could have a significant impact on our future earnings. Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management records the effect of a tax rate or law change on our deferred tax assets and liabilities in the period of enactment. Future tax rate or law changes could have a material effect on our financial condition, results of operations or cash flows.
In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions across our global operations. We record tax liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and the extent to which, additional taxes will be due. These tax liabilities are reflected net of related tax loss carry-forwards. We adjust these reserves in light of changing facts and circumstances; however, due to the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. If our estimate of tax liabilities proves to be less than the ultimate assessment, an additional charge to expense would result. If payment of these amounts ultimately proves to be less than the recorded amounts, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer
Legal Contingencies
Legal Contingencies. We are involved in legal proceedings, claims and litigation arising in the ordinary course of business for which we believe we have adequate reserves, and such reserves are not material to the consolidated financial statements. In addition, from time-to-time we may be involved in additional matters which could become material and for which we may also establish reserve amounts as discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. We record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. For such matters where management believes a liability is not probable but is reasonably possible, a liability is not recorded; instead, an estimate of loss or range of loss, if material individually or in the aggregate, is disclosed if reasonably estimable, or a statement will be made that an estimate of loss cannot be made. As additional information becomes available, we adjust our assessment and estimates of such liabilities accordingl
Cash and Cash Equivalents
Cash and Cash Equivalents. We consider all investments purchased with an initial term to maturity of three months or less to be cash equivalents. These instruments are stated at cost, which approximates market value because of the short maturity of the instrument
Accounts Receivable and Allowance for Bad Debts
Accounts Receivable and Allowance for Bad Debts. Accounts receivable are recorded at the invoiced amount and do not bear interest. With respect to estimating the allowance for bad debts, we analyze the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends and we record an allowance as appropriat
Property, Plant and Equipment
Property, Plant and Equipment. Property, plant and equipment are stated at cost, except for property, plant and equipment that have been impaired for which the carrying amount is reduced to the estimated fair value at the impairment date. Property, plant and equipment are generally depreciated using the straight-line method. Buildings are depreciated over a period of 40 years. Equipment, including furniture, is depreciated over a period of three to ten years. Leasehold improvements are amortized on a straight-line basis over the shorter of the term of the lease or the estimated useful life of the improveme
Computer Software
Computer Software. We develop various computer software applications for internal use including systems which support our databases and common business services and processes (back-end systems), our financial and administrative systems (backoffice systems) and systems which we use to deliver our information solutions to customers (customer-facing systems).
We expense costs as incurred during the preliminary development stage which includes conceptual formulation and review of alternatives. Once that stage is complete, we begin the application development stage which includes design, coding and testing. Direct internal and external costs incurred during this stage are capitalized. Capitalization of costs cease when the software is ready for its intended use and all substantial testing is completed. Upgrades and enhancements which provide added functionality are accounted for in the same manner. Maintenance costs incurred solely to extend the life of the software are expensed as incurred.  
We periodically reassess the estimated useful lives of our computer software considering our overall technology strategy, the effects of obsolescence, technology, competition and other economic factors on the useful life of these assets.
Internal-use software is tested for impairment along with other long-lived assets (See Impairment of Long-Lived Assets).
We also develop software for sale to customers. Costs are expensed until technological feasibility is established after which costs are capitalized until the software is ready for general release to customers. Costs of enhancements that extend the life or improve the marketability of the software are capitalized once technological feasibility is reached. Maintenance and customer support are expensed as incurred.
Capitalized costs of software for sale are amortized on a straight-line basis over the estimated economic life of the software of three years. We continually evaluate recoverability of the unamortized costs, which are reported at the lower of unamortized cost or net realizable valu
Goodwill and Other Intangible Assets
Goodwill and Other Indefinite-Lived Intangible Assets. Goodwill represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangibles with an indefinite life are not subject to regular periodic amortization. Instead, the carrying amount of the goodwill and indefinite-lived intangibles is tested for impairment at least annually and between annual tests if events or circumstances warrant such a test. An impairment loss would be recognized if the carrying amount exceeded the fair value.
We assess recoverability of goodwill at the reporting unit level. A reporting unit is an operating segment or a component of an operating segment that is a business for which discrete financial information is available and reviewed by a segment manager. Our reporting units are North America, United Kingdom, Benelux, Europe Partnerships, Latin America, Asia Partnerships, Greater China, Australia and India. We perform a two-step goodwill impairment test. In the first step, we compare the fair value of each reporting unit to its carrying value. We determine the fair value of our reporting units based on the market approach and also in certain instances use the income approach to further validate our results. Under the market approach, we estimate the fair value based on market multiples of current year earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each individual reporting unit. For the market approach, we use judgment in identifying the relevant comparable-company market multiples (i.e., recent divestitures/acquisitions, facts and circumstances surrounding the market, dominance, growth rate, etc.). For the income approach, we used projections based on management's most recent view of the long-term outlook for each reporting unit. Factors specific to each reporting unit include revenue growth, profit margins, terminal value growth rates, capital expenditures projections, assumed tax rates, discount rates and other assumptions deemed reasonable by management.  
In the first step, if the fair value of the reporting unit exceeds the carrying value of the net assets, including goodwill assigned to that reporting unit, goodwill is not impaired and no further test is performed. However, if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, the second step of the impairment test is performed to determine the magnitude of the impairment, which is the implied fair value of the reporting unit's goodwill compared to the carrying value. The implied fair value of goodwill is the difference between the fair value of the reporting unit and the fair value of its identifiable net assets. If the carrying value of goodwill exceeds the implied fair value of goodwill, the impaired goodwill is written down to its implied fair value and an impairment loss equal to this difference is recorded in the period that the impairment is identified as an operating expense.
For indefinite-lived intangibles, other than goodwill, an impairment loss is recognized if the carrying value exceeds the fair value. The estimated fair value is determined by utilizing the expected present value of the future cash flows of the assets.
No impairment charges were recognized related to goodwill and indefinite-lived intangible assets for the fiscal years ended December 31, 2013, 2012 and 2011.
Other intangibles, which primarily include customer lists and relationships, trademarks and technology related assets resulting from acquisitions, are being amortized over one to 17 years based on their estimated useful life using the straight-line meth
Impairment of Long-Lived Assets
Total
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
$
76.7

 
$
14.8

 
$
12.3

 
$
11.4

 
$
7.6

 
$
6.2

 
$
24.4

Impairment of Long-Lived Assets. Long-lived assets, including property, plant and equipment, internal-use software and other intangible assets held for use, are tested for impairment when events or circumstances indicate the carrying amount of the asset group that includes these assets is not recoverable. An asset group is the lowest level for which its cash flows are independent of the cash flows of other asset groups. The carrying value of an asset group is not considered recoverable if the carrying value exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. The impairment loss is measured by the difference between the carrying value of the asset group and its fair value. We generally estimate the fair value of an asset group using an income approac
Foreign Currency Translation
Foreign Currency Translation. For all operations outside the U.S. where we have designated the local currency as the functional currency, assets and liabilities are translated using the end-of-year exchange rates, and revenues and expenses are translated using average exchange rates for the year. For those countries where we designate the local currency as the functional currency, translation adjustments are accumulated in a separate component of shareholders’ equi
Earnings Per Share of Common Stock
Earnings Per Share (“EPS”) of Common Stock. Basic EPS is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted EPS is calculated giving effect to all potentially dilutive common shares, assuming such shares were outstanding during the reporting period. The difference between basic and diluted EPS is solely attributable to stock options and restricted stock programs. We use the treasury stock method to calculate the impact of outstanding stock options and restricted stock units.
We are required to include in our computation of diluted EPS any contingently issuable shares that have satisfied all the necessary conditions by the end of the reporting period or would have satisfied all necessary conditions if the end of the reporting period was the end of the performance period. Contingently issuable shares are shares that issuance is contingent upon the satisfaction of certain conditions other than just service. Our performance-based restricted stock units are deemed to be contingently issuable shares.
In addition, we are required to assess if any of our share-based payment transactions are deemed participating securities prior to vesting and therefore need to be included in the earnings allocation when computing EPS under the two-class method. The two-class method requires earnings to be allocated between common shareholders and holders of participating securities. All outstanding unvested share-based payment awards that contain non-forfeitable rights to dividends are considered to be a separate class of common stock and should be included in the calculation of basic and diluted EPS. Based on a review of our stock-based awards, we have determined that only our restricted stock awards are deemed participating securitie
Share-Based Compensation
Stock-Based Compensation. Our stock-based compensation programs are described more fully in Note 11 to the consolidated financial statements included in this Annual Report on Form 10-K.
Financial Instruments
Financial Instruments. We use financial instruments, including foreign exchange and interest rate-related forward, option and swap contracts, to manage our exposure to movements in foreign exchange rates and interest rates. The use of these financial instruments modifies our exposure to these risks in order to minimize the potential negative impact and/or to reduce the volatility that these risks may have on our financial results.
We recognize all such financial instruments as either assets or liabilities on the balance sheet and measure those instruments at fair value. We do not use derivative financial instruments for trading or speculative purposes.
We use foreign exchange forward and option contracts to hedge certain non-functional currency-denominated intercompany and third-party transactions and to hedge the U.S. dollar equivalent value of certain non-U.S. earnings streams. These foreign exchange forward and option contracts are marked-to-market and the resulting remeasurement gains and losses are recorded as other income or expense. In addition, foreign exchange forward and option contracts are used to hedge certain of our foreign net investments. The gains and losses associated with these contracts are recorded in “Cumulative Translation Adjustment,” a component of shareholders’ equity.
From time-to-time, we use interest rate swap agreements to hedge long-term fixed-rate debt. In November 2010, we issued senior notes with a face value of $300 million that mature on November 15, 2015 (the “2015 notes”). In November and December 2010, we executed interest rate fair value hedges in the form of interest rate swap agreements in order to offset the change in fair value of the fixed rate 2015 notes attributable to changes in LIBOR. When executed, we designate the swaps as fair-value hedges and assess whether the swaps are highly effective in offsetting changes in the fair value of the hedged debt. We formally document all relationships between hedging instruments and hedged items, and we have documented policies for managing our exposures. Changes in the fair values of interest rate swap agreements that are designated fair-value hedges are recognized in earnings as an adjustment of interest expense. The hedge accounting effectiveness is monitored on an ongoing basis, and if considered ineffective, we discontinue hedge accounting prospectively. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
In March 2012, in connection with our objective to manage our exposure to interest rate changes and our policy to manage our fixed and floating-interest rate debt mix, these interest rate derivatives discussed in the previous paragraph were terminated. This resulted in a gain of $0.3 million and the receipt of $5.0 million in cash on March 12, 2012, the swap termination settlement date. The gain of $0.3 million was recorded in “Other Income (Expense) – Net” in the consolidated statement of operations and comprehensive income during the year ended December 31, 2012.
Also, from time-to-time, we use interest rate swap agreements to hedge our variable-interest rate debt. In January 2009 and December 2008, we executed interest rate cash flow hedges in the form of interest rate swap agreements in order to mitigate our exposure to variability in cash flows related to future interest rate payments on a designated portion of our variable interest rate borrowings. We defer gains and losses on these derivative instruments in the accumulated other comprehensive income (loss) line of the consolidated balance sheet until the hedged transactions impact our earnings. The hedge accounting effectiveness is monitored on an ongoing basis, and any resulting ineffectiveness will be recorded as gains and losses in earnings in the respective measurement period. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K for further detai
Fair Value Measurements
Fair Value Measurements. We account for certain assets and liabilities at fair value. We define fair value as the exchange price that would be received for an asset or paid to transfer a liability (in either case an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
Level Input
 
Input Definition
Level I
 
Observable inputs utilizing quoted prices (unadjusted) for identical assets or liabilities in active markets at the measurement date.
 
 
 
Level II
 
Inputs other than quoted prices included in Level I that are either directly or indirectly observable for the asset or liability through corroboration with market data at the measurement date.
 
 
 
Level III
 
Unobservable inputs for the asset or liability in which little or no market data exists, therefore requiring management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
The estimated fair values of financial assets and liabilities and certain non-financial assets and liabilities, which are presented herein, have been determined by our management using available market information and appropriate valuation methodologies. However, judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein may not necessarily be indicative of amounts we could realize in a current market sale. See Note 7 to the consolidated financial statements included in this Annual Report on Form 10-K.
XML 135 FilingSummary.xml IDEA: XBRL DOCUMENT 2.4.0.8 Html 878 614 1 true 176 0 false 15 false false R1.htm 0001000 - Document - Document and Entity Information Sheet http://www.dnb.com/role/DocumentAndEntityInformation Document and Entity Information false false R2.htm 1001000 - Statement - Consolidated Statements of Operations and Comprehensive Income Sheet http://www.dnb.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveIncome Consolidated Statements of Operations and Comprehensive Income false false R3.htm 1001501 - Statement - Consolidated Statements of Operations and Comprehensive Income (Parenthetical) Sheet http://www.dnb.com/role/ConsolidatedStatementsOfOperationsAndComprehensiveIncomeParenthetical Consolidated Statements of Operations and Comprehensive Income (Parenthetical) true false R4.htm 1002000 - Statement - Consolidated Balance Sheets Sheet http://www.dnb.com/role/ConsolidatedBalanceSheets Consolidated Balance Sheets false false R5.htm 1002501 - Statement - Consolidated Balance Sheets (Parenthetical) Sheet http://www.dnb.com/role/ConsolidatedBalanceSheetsParenthetical Consolidated Balance Sheets (Parenthetical) false false R6.htm 1003000 - Statement - Consolidated Statements of Cash Flows Sheet http://www.dnb.com/role/ConsolidatedStatementsOfCashFlows Consolidated Statements of Cash Flows false false R7.htm 1004000 - Statement - Consolidated Statements of Shareholders' Equity (Deficit) Sheet http://www.dnb.com/role/ConsolidatedStatementsOfShareholdersEquityDeficit Consolidated Statements of Shareholders' Equity (Deficit) false false R8.htm 1004501 - Statement - Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) Sheet http://www.dnb.com/role/ConsolidatedStatementsOfShareholdersEquityDeficitParenthetical Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) false false R9.htm 2101100 - Disclosure - Description of Business and Summary of Significant Accounting Policies Sheet http://www.dnb.com/role/DescriptionOfBusinessAndSummaryOfSignificantAccountingPolicies Description of Business and Summary of Significant Accounting Policies false false R10.htm 2102100 - Disclosure - Recent Accounting Pronouncements Sheet http://www.dnb.com/role/RecentAccountingPronouncements Recent Accounting Pronouncements false false R11.htm 2104100 - Disclosure - Restructuring Charge Sheet http://www.dnb.com/role/RestructuringCharge Restructuring Charge false false R12.htm 2105100 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Notes) Notes http://www.dnb.com/role/AccumulatedOtherComprehensiveIncomeAccumulatedOtherComprehensiveIncomeNotes Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Notes) false false R13.htm 2108100 - Disclosure - Income Taxes Sheet http://www.dnb.com/role/IncomeTaxes Income Taxes false false R14.htm 2109100 - Disclosure - Notes Payable and Indebtedness Notes http://www.dnb.com/role/NotesPayableAndIndebtedness Notes Payable and Indebtedness false false R15.htm 2110100 - Disclosure - Financial Instruments Sheet http://www.dnb.com/role/FinancialInstruments Financial Instruments false false R16.htm 2111100 - Disclosure - Capital Stock Sheet http://www.dnb.com/role/CapitalStock Capital Stock false false R17.htm 2112100 - Disclosure - Earnings Per Share Sheet http://www.dnb.com/role/EarningsPerShare Earnings Per Share false false R18.htm 2115100 - Disclosure - Pension and Postretirement Benefits Sheet http://www.dnb.com/role/PensionAndPostretirementBenefits Pension and Postretirement Benefits false false R19.htm 2119100 - Disclosure - Employee Stock Plans Sheet http://www.dnb.com/role/EmployeeStockPlans Employee Stock Plans false false R20.htm 2121100 - Disclosure - Lease Commitments and Contractual Obligations Sheet http://www.dnb.com/role/LeaseCommitmentsAndContractualObligations Lease Commitments and Contractual Obligations false false R21.htm 2123100 - Disclosure - Contingencies Sheet http://www.dnb.com/role/Contingencies Contingencies false false R22.htm 2124100 - Disclosure - Segment Information Sheet http://www.dnb.com/role/SegmentInformation Segment Information false false R23.htm 2125100 - Disclosure - Supplemental Financial Data Sheet http://www.dnb.com/role/SupplementalFinancialData Supplemental Financial Data false false R24.htm 2126100 - Disclosure - Quarterly Financial Information Sheet http://www.dnb.com/role/QuarterlyFinancialInformation Quarterly Financial Information false false R25.htm 2127100 - Disclosure - Divestitures and Other Businesses Sheet http://www.dnb.com/role/DivestituresAndOtherBusinesses Divestitures and Other Businesses false false R26.htm 2128100 - Disclosure - Subsequent Events Sheet http://www.dnb.com/role/SubsequentEvents Subsequent Events false false R27.htm 2201201 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Policies) Sheet http://www.dnb.com/role/DescriptionOfBusinessAndSummaryOfSignificantAccountingPoliciesPolicies Description of Business and Summary of Significant Accounting Policies (Policies) false false R28.htm 2301302 - Disclosure - Description of Business and Summary of Significant Accounting Policies (Tables) Sheet http://www.dnb.com/role/DescriptionOfBusinessAndSummaryOfSignificantAccountingPoliciesTables Description of Business and Summary of Significant Accounting Policies (Tables) false false R29.htm 2304301 - Disclosure - Restructuring Charge (Tables) Sheet http://www.dnb.com/role/RestructuringChargeTables Restructuring Charge (Tables) false false R30.htm 2305301 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Tables) Sheet http://www.dnb.com/role/AccumulatedOtherComprehensiveIncomeAccumulatedOtherComprehensiveIncomeTables Accumulated Other Comprehensive income Accumulated Other Comprehensive Income (Tables) false false R31.htm 2308301 - Disclosure - Income Taxes (Tables) Sheet http://www.dnb.com/role/IncomeTaxesTables Income Taxes (Tables) false false R32.htm 2309301 - Disclosure - Notes Payable and Indebtedness (Tables) Notes http://www.dnb.com/role/NotesPayableAndIndebtednessTables Notes Payable and Indebtedness (Tables) false false R33.htm 2310301 - Disclosure - Financial Instruments (Tables) Sheet http://www.dnb.com/role/FinancialInstrumentsTables Financial Instruments (Tables) false false R34.htm 2312301 - Disclosure - Earnings Per Share (Tables) Sheet http://www.dnb.com/role/EarningsPerShareTables Earnings Per Share (Tables) false false R35.htm 2315301 - Disclosure - Pension and Postretirement Benefits (Tables) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsTables Pension and Postretirement Benefits (Tables) false false R36.htm 2319301 - Disclosure - Employee Stock Plans Employee Stock Plans (Tables) Sheet http://www.dnb.com/role/EmployeeStockPlansEmployeeStockPlansTables Employee Stock Plans Employee Stock Plans (Tables) false false R37.htm 2321301 - Disclosure - Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Tables) Sheet http://www.dnb.com/role/LeaseCommitmentsAndContractualObligationsLeaseCommitmentsAndContractualObligationsTables Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Tables) false false R38.htm 2324301 - Disclosure - Segment Information (Tables) Sheet http://www.dnb.com/role/SegmentInformationTables Segment Information (Tables) false false R39.htm 2325301 - Disclosure - Supplemental Financial Data (Tables) Sheet http://www.dnb.com/role/SupplementalFinancialDataTables Supplemental Financial Data (Tables) false false R40.htm 2326301 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Tables) Sheet http://www.dnb.com/role/QuarterlyFinancialInformationQuarterlyFinancialInformationTables Quarterly Financial Information Quarterly Financial Information (Tables) false false R41.htm 2401403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) Sheet http://www.dnb.com/role/DescriptionOfBusinessAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) false false R42.htm 2401404 - Disclosure - Future Amortization of Acquired Intangible Assets (Details) Sheet http://www.dnb.com/role/FutureAmortizationOfAcquiredIntangibleAssetsDetails Future Amortization of Acquired Intangible Assets (Details) false false R43.htm 2404402 - Disclosure - Restructuring Charge - Additional Information (Detail) Sheet http://www.dnb.com/role/RestructuringChargeAdditionalInformationDetail Restructuring Charge - Additional Information (Detail) false false R44.htm 2404403 - Disclosure - Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives (Detail) Sheet http://www.dnb.com/role/RestructuringReservesAndUtilizationRelatedToFinancialFlexibilityInitiativesDetail Restructuring Reserves and Utilization Related to Financial Flexibility Initiatives (Detail) false false R45.htm 2405402 - Disclosure - Accumulated Other Comprehensive income Accumulated Other Comprrehensive Income (Details) Sheet http://www.dnb.com/role/AccumulatedOtherComprehensiveIncomeAccumulatedOtherComprrehensiveIncomeDetails Accumulated Other Comprehensive income Accumulated Other Comprrehensive Income (Details) false false R46.htm 2405403 - Disclosure - Accumulated Other Comprehensive income Reclassification out of Accumulated other Comprehensive Income (Details) Sheet http://www.dnb.com/role/AccumulatedOtherComprehensiveIncomeReclassificationOutOfAccumulatedOtherComprehensiveIncomeDetails Accumulated Other Comprehensive income Reclassification out of Accumulated other Comprehensive Income (Details) false false R47.htm 2408402 - Disclosure - Income Taxes - Income before Provision for Income Taxes (Details) Sheet http://www.dnb.com/role/IncomeTaxesIncomeBeforeProvisionForIncomeTaxesDetails Income Taxes - Income before Provision for Income Taxes (Details) false false R48.htm 2408403 - Disclosure - Income Taxes - Provision for Income Taxes (Details) Sheet http://www.dnb.com/role/IncomeTaxesProvisionForIncomeTaxesDetails Income Taxes - Provision for Income Taxes (Details) false false R49.htm 2408404 - Disclosure - Income Taxes - Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes (Details) Sheet http://www.dnb.com/role/IncomeTaxesSignificantDifferencesBetweenUSFederalStatutoryTaxRateAndEffectiveTaxRateForFinancialStatementPurposesDetails Income Taxes - Significant Differences between U.S. Federal Statutory Tax Rate and Effective Tax Rate for Financial Statement Purposes (Details) false false R50.htm 2408405 - Disclosure - Income Taxes - Additional Information (Detail) Sheet http://www.dnb.com/role/IncomeTaxesAdditionalInformationDetail Income Taxes - Additional Information (Detail) false false R51.htm 2408406 - Disclosure - Income Taxes - Deferred Tax Assets (Liabilities) (Details) Sheet http://www.dnb.com/role/IncomeTaxesDeferredTaxAssetsLiabilitiesDetails Income Taxes - Deferred Tax Assets (Liabilities) (Details) false false R52.htm 2408407 - Disclosure - Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) Sheet http://www.dnb.com/role/IncomeTaxesReconciliationOfGrossUnrecognizedTaxBenefitsDetails Income Taxes - Reconciliation of Gross Unrecognized Tax Benefits (Details) false false R53.htm 2409402 - Disclosure - Notes Payable and Indebtedness - Additional Information (Detail) Notes http://www.dnb.com/role/NotesPayableAndIndebtednessAdditionalInformationDetail Notes Payable and Indebtedness - Additional Information (Detail) false false R54.htm 2409403 - Disclosure - Borrowings (Detail) Sheet http://www.dnb.com/role/BorrowingsDetail Borrowings (Detail) false false R55.htm 2409404 - Disclosure - Borrowings (Parenthetical) (Detail) Sheet http://www.dnb.com/role/BorrowingsParentheticalDetail Borrowings (Parenthetical) (Detail) false false R56.htm 2410402 - Disclosure - Financial Instruments - Additional Information (Detail) Sheet http://www.dnb.com/role/FinancialInstrumentsAdditionalInformationDetail Financial Instruments - Additional Information (Detail) false false R57.htm 2410403 - Disclosure - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) Sheet http://www.dnb.com/role/FairValuesOfDerivativeInstrumentsInConsolidatedBalanceSheetDetail Fair Values of Derivative Instruments in Consolidated Balance Sheet (Detail) false false R58.htm 2410404 - Disclosure - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) Sheet http://www.dnb.com/role/EffectOfDerivativeInstrumentsOnConsolidatedStatementOfOperationsAndComprehensiveIncomeDetail Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Detail) false false R59.htm 2410405 - Disclosure - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) Sheet http://www.dnb.com/role/AssetsAndLiabilitiesMeasuredAtFairValueOnRecurringBasisDetail Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) false false R60.htm 2410407 - Disclosure - Carrying Amount and Estimated Fair Value of Asset (Liability) (Detail) Sheet http://www.dnb.com/role/CarryingAmountAndEstimatedFairValueOfAssetLiabilityDetail Carrying Amount and Estimated Fair Value of Asset (Liability) (Detail) false false R61.htm 2411401 - Disclosure - Capital Stock Capital Stock (Details) Sheet http://www.dnb.com/role/CapitalStockCapitalStockDetails Capital Stock Capital Stock (Details) false false R62.htm 2412402 - Disclosure - Earnings Per Share - Additional Information (Detail) Sheet http://www.dnb.com/role/EarningsPerShareAdditionalInformationDetail Earnings Per Share - Additional Information (Detail) false false R63.htm 2412403 - Disclosure - Earnings Per Share (Detail) Sheet http://www.dnb.com/role/EarningsPerShareDetail Earnings Per Share (Detail) false false R64.htm 2412404 - Disclosure - Share Repurchases (Detail) Sheet http://www.dnb.com/role/ShareRepurchasesDetail Share Repurchases (Detail) false false R65.htm 2412405 - Disclosure - Share Repurchases (Parenthetical) (Detail) Sheet http://www.dnb.com/role/ShareRepurchasesParentheticalDetail Share Repurchases (Parenthetical) (Detail) false false R66.htm 2415402 - Disclosure - Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsChangesInBenefitObligationsAndPlanAssetsForPensionAndPostretirementPlansDetails Pension and Postretirement Benefits - Changes in Benefit Obligations and Plan Assets for Pension and Postretirement Plans (Details) false false R67.htm 2415403 - Disclosure - Pension and Postretirement Benefits - Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsUnderfundedOrUnfundedAccumulatedBenefitObligationAndRelatedProjectedBenefitObligationDetails Pension and Postretirement Benefits - Underfunded or Unfunded Accumulated Benefit Obligation and Related Projected Benefit Obligation (Details) false false R68.htm 2415404 - Disclosure - Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Detail) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsComponentsOfNetPeriodicIncomeCostAssociatedWithPensionPlansAndPostretirementBenefitObligationsDetail Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Detail) false false R69.htm 2415405 - Disclosure - Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsOtherChangesInPlanAssetsAndBenefitObligationsRecognizedInOtherComprehensiveIncomeDetails Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Details) false false R70.htm 2415406 - Disclosure - Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Parenthetical) (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsOtherChangesInPlanAssetsAndBenefitObligationsRecognizedInOtherComprehensiveIncomeParentheticalDetails Pension and Postretirement Benefits - Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Parenthetical) (Details) false false R71.htm 2415407 - Disclosure - Pension and Postretirement Benefits - Estimated Amortization from Accumulated Other Comprehensive Income (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsEstimatedAmortizationFromAccumulatedOtherComprehensiveIncomeDetails Pension and Postretirement Benefits - Estimated Amortization from Accumulated Other Comprehensive Income (Details) false false R72.htm 2415408 - Disclosure - Pension and Postretirement Benefits - Assumptions used to Determine Pension Plan and Postretirement Benefit Plan Obligations (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsAssumptionsUsedToDeterminePensionPlanAndPostretirementBenefitPlanObligationsDetails Pension and Postretirement Benefits - Assumptions used to Determine Pension Plan and Postretirement Benefit Plan Obligations (Details) false false R73.htm 2415409 - Disclosure - Pension and Postretirement Benefits - Assumptions used to Determine Net Periodic Benefit Cost (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsAssumptionsUsedToDetermineNetPeriodicBenefitCostDetails Pension and Postretirement Benefits - Assumptions used to Determine Net Periodic Benefit Cost (Details) false false R74.htm 2415410 - Disclosure - Pension and Postretirement Benefits - Fair Value Hierarchy of Plan Assets at Fair Value (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsFairValueHierarchyOfPlanAssetsAtFairValueDetails Pension and Postretirement Benefits - Fair Value Hierarchy of Plan Assets at Fair Value (Details) false false R75.htm 2415411 - Disclosure - Pension and Postretirement Benefits - Summary of Changes in Fair Value of all Plans' Level III Assets (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsSummaryOfChangesInFairValueOfAllPlansLevelIiiAssetsDetails Pension and Postretirement Benefits - Summary of Changes in Fair Value of all Plans' Level III Assets (Details) false false R76.htm 2415412 - Disclosure - Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsWeightedAverageAssetAllocationsAndTargetAssetAllocationsByAssetCategoryDetails Pension and Postretirement Benefits - Weighted Average Asset Allocations and Target Asset Allocations by Asset Category (Details) false false R77.htm 2415413 - Disclosure - Pension and Postretirement Benefits - Expected Benefit Payments from Pension Plans and Postretirement Plans through 2022 (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsExpectedBenefitPaymentsFromPensionPlansAndPostretirementPlansThrough2022Details Pension and Postretirement Benefits - Expected Benefit Payments from Pension Plans and Postretirement Plans through 2022 (Details) false false R78.htm 2415414 - Disclosure - Pension and Postretirement Benefits - Healthcare Trend Assumptions used to Determine Year End Benefit Obligation (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsHealthcareTrendAssumptionsUsedToDetermineYearEndBenefitObligationDetails Pension and Postretirement Benefits - Healthcare Trend Assumptions used to Determine Year End Benefit Obligation (Details) false false R79.htm 2415415 - Disclosure - Pension and Postretirement Benefits - Effect of a One-Percentage-Point Change in Assumed Health Care Cost Trend Rates (Details) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsEffectOfOnePercentagePointChangeInAssumedHealthCareCostTrendRatesDetails Pension and Postretirement Benefits - Effect of a One-Percentage-Point Change in Assumed Health Care Cost Trend Rates (Details) false false R80.htm 2415416 - Disclosure - Pension and Postretirement Benefits - Additional Information (Detail) Sheet http://www.dnb.com/role/PensionAndPostretirementBenefitsAdditionalInformationDetail Pension and Postretirement Benefits - Additional Information (Detail) false false R81.htm 2419402 - Disclosure - Employee Stock Plans Additional Information (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansAdditionalInformationDetails Employee Stock Plans Additional Information (Details) false false R82.htm 2419403 - Disclosure - Employee Stock Plans Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansFairValueOfEachStockOptionAwardEstimatedOnDateOfGrantUsingBlackScholesOptionValuationModelDetails Employee Stock Plans Fair Value of each Stock Option Award Estimated on Date of Grant Using Black-Scholes Option Valuation Model (Details) false false R83.htm 2419404 - Disclosure - Employee Stock Plans Changes in Stock Options (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansChangesInStockOptionsDetails Employee Stock Plans Changes in Stock Options (Details) false false R84.htm 2419405 - Disclosure - Employee Stock Plans Summary of Stock Options Outstanding (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansSummaryOfStockOptionsOutstandingDetails Employee Stock Plans Summary of Stock Options Outstanding (Details) false false R85.htm 2419406 - Disclosure - Employee Stock Plans Changes in Nonvested Restricted Stock Units and Restricted Stock (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansChangesInNonvestedRestrictedStockUnitsAndRestrictedStockDetails Employee Stock Plans Changes in Nonvested Restricted Stock Units and Restricted Stock (Details) false false R86.htm 2419407 - Disclosure - Employee Stock Plans Stock Based Compensation Expense (Details) Sheet http://www.dnb.com/role/EmployeeStockPlansStockBasedCompensationExpenseDetails Employee Stock Plans Stock Based Compensation Expense (Details) false false R87.htm 2421402 - Disclosure - Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Details) Sheet http://www.dnb.com/role/LeaseCommitmentsAndContractualObligationsLeaseCommitmentsAndContractualObligationsDetails Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Details) false false R88.htm 2421403 - Disclosure - Lease Commitments and Contractual Obligations Future Contractual Obligations (Details) Sheet http://www.dnb.com/role/LeaseCommitmentsAndContractualObligationsFutureContractualObligationsDetails Lease Commitments and Contractual Obligations Future Contractual Obligations (Details) false false R89.htm 2423401 - Disclosure - Contingencies- Additional Information (Detail) Sheet http://www.dnb.com/role/ContingenciesAdditionalInformationDetail Contingencies- Additional Information (Detail) false false R90.htm 2424402 - Disclosure - Segment Information - Additional Information (Detail) Sheet http://www.dnb.com/role/SegmentInformationAdditionalInformationDetail Segment Information - Additional Information (Detail) false false R91.htm 2424403 - Disclosure - Segment Information (Detail) Sheet http://www.dnb.com/role/SegmentInformationDetail Segment Information (Detail) false false R92.htm 2424404 - Disclosure - Segment Information (Parenthetical) (Detail) Sheet http://www.dnb.com/role/SegmentInformationParentheticalDetail Segment Information (Parenthetical) (Detail) false false R93.htm 2424405 - Disclosure - Segment Information Supplemental Geographic and Customer Solution Set Information (Detail) Sheet http://www.dnb.com/role/SegmentInformationSupplementalGeographicAndCustomerSolutionSetInformationDetail Segment Information Supplemental Geographic and Customer Solution Set Information (Detail) false false R94.htm 2424406 - Disclosure - Segment Information Supplemental Geographic and Customer Solution Set Information (Parenthetical) (Detail) Sheet http://www.dnb.com/role/SegmentInformationSupplementalGeographicAndCustomerSolutionSetInformationParentheticalDetail Segment Information Supplemental Geographic and Customer Solution Set Information (Parenthetical) (Detail) false false R95.htm 2424407 - Disclosure - Segment Information Schedule of Divested and Other Business Revenue (Details) Sheet http://www.dnb.com/role/SegmentInformationScheduleOfDivestedAndOtherBusinessRevenueDetails Segment Information Schedule of Divested and Other Business Revenue (Details) false false R96.htm 2425402 - Disclosure - Supplemental Financial Data - Other Accrued and Current Liabilities (Detail) Sheet http://www.dnb.com/role/SupplementalFinancialDataOtherAccruedAndCurrentLiabilitiesDetail Supplemental Financial Data - Other Accrued and Current Liabilities (Detail) false false R97.htm 2425404 - Disclosure - Supplemental Financial Data - Property, Plant and Equipment at Cost - Net (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataPropertyPlantAndEquipmentAtCostNetDetails Supplemental Financial Data - Property, Plant and Equipment at Cost - Net (Details) false false R98.htm 2425405 - Disclosure - Supplemental Financial Data - Other Income (Expense) - Net (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataOtherIncomeExpenseNetDetails Supplemental Financial Data - Other Income (Expense) - Net (Details) false false R99.htm 2425406 - Disclosure - Supplemental Financial Data - Other Income (Expense) - Net (Parenthetical) (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataOtherIncomeExpenseNetParentheticalDetails Supplemental Financial Data - Other Income (Expense) - Net (Parenthetical) (Details) false false R100.htm 2425407 - Disclosure - Supplemental Financial Data - Computer Software and Goodwill (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataComputerSoftwareAndGoodwillDetails Supplemental Financial Data - Computer Software and Goodwill (Details) false false R101.htm 2425408 - Disclosure - Supplemental Financial Data - Other Intangibles (included in Non-Current Assets) (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataOtherIntangiblesIncludedInNonCurrentAssetsDetails Supplemental Financial Data - Other Intangibles (included in Non-Current Assets) (Details) false false R102.htm 2425409 - Disclosure - Supplemental Financial Data - Allowance for Doubtful Accounts (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataAllowanceForDoubtfulAccountsDetails Supplemental Financial Data - Allowance for Doubtful Accounts (Details) false false R103.htm 2425410 - Disclosure - Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) Sheet http://www.dnb.com/role/SupplementalFinancialDataDeferredTaxAssetValuationAllowanceDetails Supplemental Financial Data - Deferred Tax Asset Valuation Allowance (Details) false false R104.htm 2426402 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Details) Sheet http://www.dnb.com/role/QuarterlyFinancialInformationQuarterlyFinancialInformationDetails Quarterly Financial Information Quarterly Financial Information (Details) false false R105.htm 2426403 - Disclosure - Quarterly Financial Information Quarterly Financial Information (Parenthetical) (Details) Sheet http://www.dnb.com/role/QuarterlyFinancialInformationQuarterlyFinancialInformationParentheticalDetails Quarterly Financial Information Quarterly Financial Information (Parenthetical) (Details) false false R106.htm 2427401 - Disclosure - Divestitures and Other Businesses - Additional Information (Detail) Sheet http://www.dnb.com/role/DivestituresAndOtherBusinessesAdditionalInformationDetail Divestitures and Other Businesses - Additional Information (Detail) false false R107.htm 2428401 - Disclosure - Subsequent Events - Additional Information (Detail) Sheet http://www.dnb.com/role/SubsequentEventsAdditionalInformationDetail Subsequent Events - Additional Information (Detail) false false All Reports Book All Reports Element dnb_DivestedAndOtherBusinessesOperatingIncomeLoss had a mix of decimals attribute values: -6 -5. Element dnb_DivestedAndOtherBusinessesRevenue had a mix of decimals attribute values: -6 -5. Element dnb_ExpectedFuturePayments had a mix of decimals attribute values: -6 0. Element invest_DerivativeNotionalAmount had a mix of decimals attribute values: -6 -5. Element us-gaap_DefinedBenefitPlanTargetPlanAssetAllocations had a mix of decimals attribute values: 0 2. Element us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity had a mix of decimals attribute values: -6 0. 'Monetary' elements on report '2401403 - Disclosure - Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '2415416 - Disclosure - Pension and Postretirement Benefits - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '2421402 - Disclosure - Lease Commitments and Contractual Obligations Lease Commitments and Contractual Obligations (Details)' had a mix of different decimal attribute values. 'Monetary' elements on report '2423401 - Disclosure - Contingencies- Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '2427401 - Disclosure - Divestitures and Other Businesses - Additional Information (Detail)' had a mix of different decimal attribute values. 'Monetary' elements on report '2428401 - Disclosure - Subsequent Events - Additional Information (Detail)' had a mix of different decimal attribute values. Process Flow-Through: 1001000 - Statement - Consolidated Statements of Operations and Comprehensive Income Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2013' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2013' Process Flow-Through: Removing column '3 Months Ended Dec. 31, 2012' Process Flow-Through: Removing column '3 Months Ended Sep. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Jun. 30, 2012' Process Flow-Through: Removing column '3 Months Ended Mar. 31, 2012' Process Flow-Through: 1001501 - Statement - Consolidated Statements of Operations and Comprehensive Income (Parenthetical) Process Flow-Through: 1002000 - Statement - Consolidated Balance Sheets Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: 1002501 - Statement - Consolidated Balance Sheets (Parenthetical) Process Flow-Through: Removing column 'Dec. 31, 2011' Process Flow-Through: Removing column 'Dec. 31, 2010' Process Flow-Through: 1003000 - Statement - Consolidated Statements of Cash Flows Process Flow-Through: 1004501 - Statement - Consolidated Statements of Shareholders' Equity (Deficit) (Parenthetical) dnb-20131231.xml dnb-20131231.xsd dnb-20131231_cal.xml dnb-20131231_def.xml dnb-20131231_lab.xml dnb-20131231_pre.xml true true XML 136 R74.htm IDEA: XBRL DOCUMENT v2.4.0.8
Pension and Postretirement Benefits - Fair Value Hierarchy of Plan Assets at Fair Value (Details) (USD $)
In Millions, unless otherwise specified
Dec. 31, 2013
Dec. 31, 2012
Dec. 31, 2011
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets $ 1,451.7 $ 1,318.8  
Common and Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 200.1 451.3  
Common and Preferred Stock [Member] | Consumer [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 35.5 102.3  
Common and Preferred Stock [Member] | Energy [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 15.8 42.2  
Common and Preferred Stock [Member] | Financial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 44.2 78.3  
Common and Preferred Stock [Member] | Health Care [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 22.1 39.5  
Common and Preferred Stock [Member] | Industrial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 32.6 75.2  
Common and Preferred Stock [Member] | Information Technology [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 36.9 76.8  
Common and Preferred Stock [Member] | Other [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 11.8 36.1  
Common and Preferred Stock [Member] | Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 1.2 0.9  
Commingled Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 982.6 619.7  
Commingled Funds [Member] | Commingled Equity Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 580.0 215.1  
Commingled Funds [Member] | Commingled Fixed Income Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 402.6 404.6  
Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 79.8 78.1  
Bonds [Member] | Corporate Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 67.2 67.6  
Bonds [Member] | Other Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 12.6 10.5  
Government Bonds and Mortgage Backed Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 89.2 97.9  
Government Bonds and Mortgage Backed Securities [Member] | US Government Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.6 58.5  
Government Bonds and Mortgage Backed Securities [Member] | Foreign Government Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 2.0 0.8  
Government Bonds and Mortgage Backed Securities [Member] | US Government Agencies Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 48.6 38.6  
U.S. Government State and Local Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 7.3 6.8  
Real Estate Investment [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 2.4 9.0  
Real Estate Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.9 34.8  
Short-term Investments [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 51.4 21.2  
Fair Value, Inputs, Level 1 [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 241.1 518.8  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 200.1 451.3  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Consumer [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 35.5 102.3  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Energy [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 15.8 42.2  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Financial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 44.2 78.3  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Health Care [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 22.1 39.5  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Industrial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 32.6 75.2  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Information Technology [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 36.9 76.8  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Other [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 11.8 36.1  
Fair Value, Inputs, Level 1 [Member] | Common and Preferred Stock [Member] | Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 1.2 0.9  
Fair Value, Inputs, Level 1 [Member] | Commingled Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Commingled Funds [Member] | Commingled Equity Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Commingled Funds [Member] | Commingled Fixed Income Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Bonds [Member] | Corporate Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Bonds [Member] | Other Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Government Bonds and Mortgage Backed Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.6 58.5  
Fair Value, Inputs, Level 1 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.6 58.5  
Fair Value, Inputs, Level 1 [Member] | Government Bonds and Mortgage Backed Securities [Member] | Foreign Government Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Agencies Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | U.S. Government State and Local Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Real Estate Investment [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 2.4 9.0  
Fair Value, Inputs, Level 1 [Member] | Real Estate Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 1 [Member] | Short-term Investments [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 1,171.7 765.2  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Consumer [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Energy [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Financial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Health Care [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Industrial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Information Technology [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Other [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Common and Preferred Stock [Member] | Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Commingled Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 982.6 619.7  
Fair Value, Inputs, Level 2 [Member] | Commingled Funds [Member] | Commingled Equity Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 580.0 215.1  
Fair Value, Inputs, Level 2 [Member] | Commingled Funds [Member] | Commingled Fixed Income Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 402.6 404.6  
Fair Value, Inputs, Level 2 [Member] | Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 79.8 78.1  
Fair Value, Inputs, Level 2 [Member] | Bonds [Member] | Corporate Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 67.2 67.6  
Fair Value, Inputs, Level 2 [Member] | Bonds [Member] | Other Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 12.6 10.5  
Fair Value, Inputs, Level 2 [Member] | Government Bonds and Mortgage Backed Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 50.6 39.4  
Fair Value, Inputs, Level 2 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Government Bonds and Mortgage Backed Securities [Member] | Foreign Government Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 2.0 0.8  
Fair Value, Inputs, Level 2 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Agencies Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 48.6 38.6  
Fair Value, Inputs, Level 2 [Member] | U.S. Government State and Local Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 7.3 6.8  
Fair Value, Inputs, Level 2 [Member] | Real Estate Investment [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Real Estate Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 2 [Member] | Short-term Investments [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 51.4 21.2  
Fair Value, Inputs, Level 3 [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.9 34.8 32.3
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Consumer [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Energy [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Financial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Health Care [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Industrial [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Information Technology [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Other [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Common and Preferred Stock [Member] | Preferred Stock [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Commingled Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Commingled Funds [Member] | Commingled Equity Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Commingled Funds [Member] | Commingled Fixed Income Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Bonds [Member] | Corporate Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Bonds [Member] | Other Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Government Bonds and Mortgage Backed Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Government Bonds and Mortgage Backed Securities [Member] | Foreign Government Bonds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Government Bonds and Mortgage Backed Securities [Member] | US Government Agencies Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | U.S. Government State and Local Debt Securities [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Real Estate Investment [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 0 0  
Fair Value, Inputs, Level 3 [Member] | Real Estate Funds [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets 38.9 34.8  
Fair Value, Inputs, Level 3 [Member] | Short-term Investments [Member]
     
Schedule of Pension and Other Postretirement Benefits Changes in Benefit Obligation and Fair Value of Plan Assets [Line Items]      
Defined Benefit Plan, Fair Value of Plan Assets $ 0 $ 0  
XML 137 R38.htm IDEA: XBRL DOCUMENT v2.4.0.8
Segment Information (Tables)
12 Months Ended
Dec. 31, 2013
Segment Reporting [Abstract]  
Segment Information, Revenue and Operating Income (Loss)
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Revenue:
 
 
 
 
 
North America
$
1,233.9

 
$
1,225.6

 
$
1,238.1

Asia Pacific
179.3

 
176.8

 
164.8

Europe and Other International Markets
242.0

 
241.9

 
243.4

Consolidated Core
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses

 
18.7

 
112.2

Consolidated Total
$
1,655.2

 
$
1,663.0

 
$
1,758.5

Operating Income (Loss):
 
 
 
 
 
North America
$
407.4

 
$
480.9

 
$
480.1

Asia Pacific
19.0

 
4.7

 
16.8

Europe and Other International Markets
72.9

 
68.8

 
55.3

Total Segments
499.3

 
554.4

 
552.2

Corporate and Other (1)
(62.2
)
 
(122.3
)
 
(127.4
)
Consolidated Total
437.1

 
432.1

 
424.8

Non-Operating Income (Expense) – Net
(41.1
)
 
(53.8
)
 
(56.7
)
Income Before Provision for Income Taxes and Equity in Net Income of Affiliates
$
396.0

 
$
378.3

 
$
368.1

 
 
 
 
 
 
Depreciation and Amortization (2):
 
 
 
 
 
North America
$
41.6

 
$
41.8

 
$
42.9

Asia Pacific
14.4

 
17.2

 
18.8

Europe and Other International Markets
12.2

 
13.0

 
13.6

Total Segments
68.2

 
72.0

 
75.3

Corporate and Other
3.0

 
6.3

 
5.8

Consolidated Total
$
71.2

 
$
78.3

 
$
81.1

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
North America
$
3.7

 
$
2.2

 
$
2.0

Asia Pacific
3.2

 
4.4

 
2.5

Europe and Other International Markets
1.9

 
0.3

 
0.8

Total Segments
8.8

 
6.9

 
5.3

Corporate and Other
0.7

 
0.1

 
0.9

Consolidated Total
$
9.5

 
$
7.0

 
$
6.2

 
 
 
 
 
 
Additions to Computer Software and Other Intangibles (3):
 
 
 
 
 
North America
$
25.0

 
$
21.2

 
$
16.0

Asia Pacific
4.4

 
5.4

 
1.7

Europe and Other International Markets
6.7

 
6.7

 
6.2

Total Segments
36.1

 
33.3

 
23.9

Corporate and Other
9.5

 
34.1

 
23.3

Consolidated Total
$
45.6

 
$
67.4

 
$
47.2

 
 
 
At December 31,
 
 
2013
 
2012
 
2011
Assets (4):
 
 
 
 
 
 
North America
 
$
843.2

 
$
795.4

 
$
790.6

Asia Pacific
 
371.9

 
414.6

 
466.8

Europe and Other International Markets
 
445.4

 
365.7

 
317.8

Total Segments
 
1,660.5

 
1,575.7

 
1,575.2

Corporate and Other (primarily taxes)
 
229.8

 
416.1

 
401.9

Consolidated Total
 
$
1,890.3

 
$
1,991.8

 
$
1,977.1

 
 
 
 
 
 
 
Goodwill (5):
 
 
 
 
 
 
North America
 
$
265.1

 
$
266.5

 
$
266.0

Asia Pacific
 
210.2

 
234.0

 
222.0

Europe and Other International Markets
 
113.8

 
110.6

 
110.4

Consolidated Total
 
$
589.1

 
$
611.1

 
$
598.4



(1)
The following table summarizes “Corporate and Other:”
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Corporate Costs
$
(40.9
)
 
$
(49.1
)
 
$
(55.4
)
Restructuring Expense
(13.9
)
 
(29.4
)
 
(22.1
)
Strategic Technology Investment or MaxCV

 
(30.3
)
 
(44.8
)
Legal Fees and Other Shut-Down Costs Associated with Matters in China
(7.4
)
 
(13.5
)
 

Settlement of Legacy Pension Obligation

 

 
(5.1
)
Total Corporate and Other
$
(62.2
)
 
$
(122.3
)
 
$
(127.4
)

 
(2)
Includes depreciation and amortization of Property, Plant and Equipment, Computer Software and Other Intangibles.
The decrease of $7.1 million for the year ended December 31, 2013 as compared to December 31, 2012 was primarily attributed to software assets that became fully depreciated in 2012 and the divestiture of the domestic portion of our Japanese operations to TSR Ltd.
(3)
Additions to computer software and other intangibles in North America increased $3.8 million for the year ended December 31, 2013 as compared to December 31, 2012. This increase was mainly attributed to the purchase of perpetual licenses of third-party software.
Additions to computer software and other intangibles in North America increased $5.2 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings.
Additions to computer software and other intangibles in Asia Pacific increased $3.7 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was driven by new product offerings and improvements to existing products.
Additions to computer software and other intangibles in “Corporate and Other” decreased $24.6 million for the year ended December 31, 2013 as compared to December 31, 2012. This decrease was primarily due to our then non-recurring Strategic Technology Investment or MaxCV related software additions that occurred in the prior year.
Additions to computer software and other intangibles in “Corporate and Other” increased $10.8 million for the year ended December 31, 2012 as compared to December 31, 2011. This increase was primarily driven by the Strategic Technology Investment or MaxCV.
(4)
The increase in assets in the North America segment to $843.2 million at December 31, 2013 from $795.4 million at December 31, 2012 was primarily due to increases in cash and computer software. The increase in cash was mainly a function of timing, while the increase in computer software was primarily due to the purchase of perpetual licenses of third-party software.
The decrease in assets in the Asia Pacific segment to $371.9 million at December 31, 2013 from $414.6 million at December 31, 2012 was primarily due to the negative impact of foreign currency translation.
The increase in assets in the Europe and Other International Markets segment to $445.4 million at December 31, 2013 from $365.7 million at December 31, 2012 was primarily due to an increase in cash.
The decrease in assets in Corporate and Other to $229.8 million at December 31, 2013 from $416.1 million at December 31, 2012 was primarily due to reduced deferred tax assets as a result of the remeasurement of our pension plan obligations in the fourth quarter of 2013 and a reduction in cash.
(5)
Goodwill in Asia Pacific decreased to $210.2 million at December 31, 2013 from $234.0 million at December 31, 2012. This decrease was primarily due to the negative impact of foreign currency translation.
Goodwill in Asia Pacific increased to $234.0 million at December 31, 2012 from $222.0 million at December 31, 2011. This is primarily attributable to the positive impact of foreign currency translation offset by an adjustment associated with the sale of our domestic portion of our Japanese operations.

Supplemental Geographic and Customer Solution Set Information:
 
 
 
At December 31,
 
 
2013
 
2012
 
2011
Long-Lived Assets (6):
 
 
 
 
 
 
North America
 
$
453.5

 
$
484.3

 
$
484.2

Asia Pacific
 
290.0

 
333.9

 
330.8

Europe and Other International Markets
 
162.8

 
164.9

 
165.3

Consolidated Total
 
$
906.3

 
$
983.1

 
$
980.3

(6)
Long-lived assets in North America decreased to $453.5 million at December 31, 2013 from $484.3 million at December 31, 2012. This decrease is due to an impairment charge primarily related to (i) technology and software assets that were primarily related to our data management infrastructure (data supply chain) in our North America segment. We can improve data collection through other commercially available means, as needed.
Long-lived assets in Asia Pacific decreased to $290.0 million at December 31, 2013 from $333.9 million at December 31, 2012. This is primarily attributable to the negative impact of foreign currency fluctuations.
Supplemental Geographic and Customer Solution Set Information
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Customer Solution Set Revenue:
 
 
 
 
 
North America:
 
 
 
 
 
Risk Management Solutions
$
693.2

 
$
700.6

 
$
729.7

Sales & Marketing Solutions
540.7

 
525.0

 
508.4

North America Core Revenue
1,233.9

 
1,225.6

 
1,238.1

Divested and Other Businesses (7)

 

 
8.7

Total North America Revenue
1,233.9

 
1,225.6

 
1,246.8

 
 
 
 
 
 
Asia Pacific:
 
 
 
 
 
Risk Management Solutions
154.5

 
147.5

 
144.5

Sales & Marketing Solutions
24.8

 
29.3

 
20.3

Asia Pacific Core Revenue
179.3

 
176.8

 
164.8

Divested and Other Businesses (7)

 
18.7

 
103.5

Total Asia Pacific Revenue
179.3

 
195.5

 
268.3

 
 
 
 
 
 
Europe and Other International Markets:
 
 
 
 
 
Risk Management Solutions
198.3

 
199.5

 
200.3

Sales & Marketing Solutions
43.7

 
42.4

 
43.1

Europe and Other International Markets Core Revenue
242.0

 
241.9

 
243.4

Divested and Other Businesses

 

 

Total Europe and Other International Markets Revenue
242.0

 
241.9

 
243.4

 
 
 
 
 
 
Consolidated Total:
 
 
 
 
 
Risk Management Solutions
1,046.0

 
1,047.6

 
1,074.5

Sales & Marketing Solutions
609.2

 
596.7

 
571.8

Core Revenue
1,655.2

 
1,644.3

 
1,646.3

Divested and Other Businesses (7)

 
18.7

 
112.2

Consolidated Total Revenue
$
1,655.2

 
$
1,663.0

 
$
1,758.5

(7) There were no divestitures during the year ended December 31, 2013.
During the year ended December 31, 2012, we completed the sale of: (i) AllBusiness.com, Inc.; (ii) Purisma Incorporated; and (iii) a small supply management company. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 1% to our North America total revenue for the year ended December 31, 2011.
During the year ended December 31, 2012, we completed (a) the sale of: (i) the domestic portion of our Japanese operations to TSR Ltd.; (ii) our market research business in China, consisting of two joint venture companies; and (iii) a research and advisory services business in India; and (b) the shut-down of our Roadway operations. These businesses have been classified as “Divested and Other Businesses.” These Divested and Other Businesses contributed 10% and 39% to our Asia Pacific total revenue for the years ended December 31, 2012 and 2011, respectively.
The following table represents Divested and Other Businesses revenue by solution set:
 
 
For the Years Ended December 31,
 
2013
 
2012
 
2011
Divested and Other Businesses:
 
 
 
 
 
Risk Management Solutions
$

 
$
9.3

 
$
39.8

Sales & Marketing Solutions

 
9.4

 
72.4

Total Divested and Other Businesses Revenue
$

 
$
18.7

 
$
112.2

XML 138 R20.htm IDEA: XBRL DOCUMENT v2.4.0.8
Lease Commitments and Contractual Obligations
12 Months Ended
Dec. 31, 2013
Leases [Abstract]  
Lease Commitments and Contractual Obligations
Lease Commitments and Contractual Obligations
Most of our operations are conducted from leased facilities, which are under operating leases that expire over the next ten years, with the majority expiring within five years. Our corporate office is located at 103 JFK Parkway, Short Hills, New Jersey 07078, in a 123,000-square-foot property that we lease. We renewed our lease on this property in 2011 for a term of eight years, with two five-year renewal options. This property also serves as the executive offices of our North American segment. We also lease certain computer and other equipment under operating leases that expire over the next three and five years, respectively. These computer and other equipment leases are frequently renegotiated or otherwise changed as advancements in computer technology produce opportunities to lower costs and improve performance. Rental expenses under operating leases (cancelable and non-cancelable) were $30.1 million, $29.6 million, and $30.9 million for the years ended December 31, 2013, 2012 and 2011, respectively.
Acxiom Corporation
In July 2006, we signed a four-year North American product and technology outsourcing agreement with Acxiom in order to significantly increase the speed, data processing capacity and matching capabilities we provide our global sales and marketing customers. In August 2008, we entered into a 65-month agreement to expand our service capabilities, enhance customer experience and accelerate the migration of the remaining existing D&B fulfillment processes for our European markets to Acxiom. In November 2008, we extended the term of the North American outsourcing agreement through 2011.
In December 2011, a three-year agreement was reached to further extend the North American product and technology outsourcing agreement until the end of 2014. Payments over the extended contract term will aggregate to approximately $26 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
In May 2009, we entered into another agreement with Acxiom to provide certain infrastructure management services that were formerly provided by Computer Sciences Corporation ("CSC"). These services included data center operations, technology help desk and network management functions. The agreement originally had an initial term ending in October 2014 and included the right to extend the agreement under the same terms for up to a maximum period of three years after the expiration of the original term. In 2010, we signed an infrastructure outsourcing agreement for data center operations, technology help desk and network management functions in Ireland, with an initial term ending in October 2014. In 2010, we entered into two amendments with Acxiom extending the initial terms of both agreements by a total of eight months until June 2015. We retain the right to extend these agreements for up to three years after the expiration of these amended terms. In the fourth quarter of 2012, we notified Acxiom of our intent to terminate certain data center and technology infrastructure support services. This was done in connection with our desire to insource certain technology functions in which it is both performance and financially beneficial. These agreements provide for typical adjustments due to changes in volume, inflation and incremental project work. Payments over these contract terms will aggregate to approximately $402 million.
In May 2011, we signed a five-year development and support agreement with Acxiom to provide data management services. This agreement was related to our then Strategic Technology Investment or MaxCV and totaled approximately $28 million over the term of the agreement. The agreement provided for typical adjustments due to changes in volume, inflation and incremental project work. In the fourth quarter of 2013, we terminated this agreement with Acxiom. This was done in connection with our desire to further insource certain technology functions in which it is both performance and financially beneficial.
We incurred costs of approximately $89 million, $90 million and $88 million under all of Acxiom agreements for the years ended December 31, 2013, 2012 and 2011, respectively. Total payments to Acxiom over the remaining terms of all contracts will aggregate to approximately $112 million.
Convergys Customer Management Group
In December 2010, we entered into a six-year business process outsourcing agreement effective January 1, 2011, with Convergys Customer Management Group (“CCMG”) in order to enhance our customer contact center solution. CCMG has transitioned contact center services previously outsourced principally to IBM as well as certain other smaller providers.
The transition of services to CCMG was based on a phased migration of business volume to CCMG that commenced in the second quarter of 2011 and was substantially completed by the fourth quarter of 2011. Services are primarily provided from CCMG locations in Omaha, Nebraska, the Philippines and India, on the basis of our requirements.
The primary scope of the agreement includes the following services for our North America business: (i) Inbound Customer Service, which principally involves the receipt of, response to and resolution of inquiries received from customers; (ii) Outbound Customer Service, which principally involves the collection, compilation and verification of information contained in our databases; and (iii) Data Update Service, which principally involves the bulk or discrete updates to the critical data elements about companies in our databases.
The agreement also specifies service level commitments required of CCMG for achievement of our customer satisfaction targets and a methodology for calculating credits to us if CCMG fails to meet certain service levels. In addition, CCMG’s performance under the agreement will be measured in part by our overall satisfaction of the program as measured by a customer satisfaction survey of our key internal business partners.
In December 2011, we signed a five-year telephone agreement to support our small business customers’ telesales team. Payments over the contract term will aggregate to approximately $3 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
After the first three years of service by CCMG, we have the right to terminate for convenience any or all of the services provided under the agreements upon one hundred eighty days prior written notice, and without incurring a termination fee. We incurred costs of approximately $21 million, $20 million, and $8 million for the years ended December 31, 2013, 2012, and 2011, respectively. Total payments to CCMG over the remaining terms of the above contracts will aggregate to approximately $54 million.
International Business Machines
In October 2004, we signed a seven-year outsourcing agreement with International Business Machines (“IBM”). Under the terms of the agreement, we transitioned certain portions of our data acquisition and delivery and customer service to IBM. By August 2010, our data acquisition, delivery and customer services performed by IBM for our European countries were terminated. Additionally, by October 2011 our customer contact center services for the United States were terminated as a result of our transition to CCMG. As of December 31, 2013, the services that are still to be provided by IBM are primarily limited delivery services to our North American customers.
In August 2012, we signed an amendment with IBM extending the term of the limited delivery services to our North American customers until January 2017. Payments over the remaining contract term will aggregate to approximately $10 million. The agreement provides for typical adjustments due to changes in volume, inflation and incremental project work.
We incurred costs of approximately $3 million, $3 million and $10 million for the years ended December 31, 2013, 2012 and 2011, respectively, under this agreement.
The following table quantifies our future contractual obligations as discussed above as of December 31, 2013:
Contractual Obligations
 
2014
 
2015
 
2016
 
2017
 
2018
 
Thereafter
 
Total
Operating Leases
 
$
28.9

 
$
23.9

 
$
17.6

 
$
9.2

 
$
7.9

 
$
22.2

 
$
109.7

Obligations to Outsourcers
 
$
132.4

 
$
69.8

 
$
25.2

 
$
0.5

 
$

 
$

 
$
227.9


The table above excludes pension obligations for which funding requirements are uncertain, excludes long-term contingent liabilities and excludes unrecognized tax benefits. Our obligations with respect to pension and postretirement medical benefit plans are described in Note 10 to the consolidated financial statements included in this Annual Report on Form 10-K. Our long-term contingent liabilities with respect to legal matters are discussed in Note 13 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to senior notes and credit facilities are discussed in Note 6 to the consolidated financial statements included in this Annual Report on Form 10-K. Our obligations with respect to unrecognized tax benefits are discussed in Note 5 to the consolidated financial statements included in this Annual Report on Form 10-K.
XML 139 R101.htm IDEA: XBRL DOCUMENT v2.4.0.8
Supplemental Financial Data - Other Intangibles (included in Non-Current Assets) (Details) (USD $)
In Millions, unless otherwise specified
12 Months Ended
Dec. 31, 2013
Dec. 31, 2012
Finite-lived Intangible Assets [Roll Forward]    
Other Intangibles, Beginning Balance $ 99.3 [1] $ 116.1
Additions 0.6 1.5
Amortization (15.8) (17.3)
Write-offs (0.4) (3.2) [2]
Divestitures   0.3 [3]
Other (7.0) [4] 1.9
Other Intangibles, Ending Balance 76.7 [1] 99.3 [1]
Customer Relationships [Member]
   
Finite-lived Intangible Assets [Roll Forward]    
Other Intangibles, Beginning Balance 29.6 [1] 30.8
Additions 0 0
Amortization (4.1) (3.8)
Write-offs 0 0
Divestitures   0.3 [3]
Other 5.5 [4] 2.3
Other Intangibles, Ending Balance 31.0 [1] 29.6 [1]
Other intangibles accumulated amortization 13.8 7.3
Patents and Other Intangible Assets [Member]
   
Finite-lived Intangible Assets [Roll Forward]    
Other Intangibles, Beginning Balance 69.7 [1] 85.3
Additions 0.6 1.5
Amortization (11.7) (13.5)
Write-offs (0.4) (3.2) [2]
Divestitures   0
Other (12.5) [4] (0.4)
Other Intangibles, Ending Balance 45.7 [1] 69.7 [1]
Other intangibles accumulated amortization $ 78.2 $ 72.7
[1] Customer Relationships - Includes accumulated amortization of $13.8 million and $7.3 million as of December 31, 2013 and 2012, respectively. Trademark and Other - Includes accumulated amortization of $78.2 million and $72.7 million as of December 31, 2013 and 2012, respectively.
[2] Trademark and Other - Amounts primarily due to the write-off of other intangibles related to the shut-down of Roadway. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
[3] Customer Relationships - Amount due to an adjustment associated with the sale of our domestic portion of our Japanese operations. See Note 17 to the consolidated financial statements included in this Annual Report on Form 10-K.
[4] During the year ended December 31, 2013 we reclassified assets between Trademark and Other and Customer Relationships. In addition, the amount includes the negative impact of foreign currency translation.

,#YCW'-T2]#:8/=> M)=7@]/E'][M+Y>'!NZ1WLE<>"&TF#W&[@(>37W[T^NX$6AM=6YM?CM1_N5H;[Y)J6INS M'YVKRXL(I-$43M'OJ=RWNCNPV8;3.Z>D__D7J#N=F-/H\9_;B+SUROM*DH M_#?:719[$H^[DJL>#G;L]AW=,,C$=GR(=A/R+ND*II.__TT+*5'-,)S3*%+]/8N44Z9(XOQV-L.`VOD+*X]!UKHYS%LH^J26DC9TON7U*5G$Z' MV"C6+Y2'YYA/%F+@"H?9F-\BBOQSOG'FSO1F/W,W,9L;]L2:;-/RLB8OJ:37 MJ%@;+3N-0_SL7%/A<#I4UI'*3=`=FWMN\OUY1<8.;@=%6PP'DA1)\1$L5$9Z5$9Y M1W45-V?`CV;\Y)T3524_'0C)ZAR2E4U3[H%>S6O:JTD,=+UY7-Q%?/'3Q.3G#9X@Z]*S;-F$6]&* MEVMJZ,FNM.U\Q;:@G4XQ;B]<='//[U.7=(^ZO^R+B^]HAJ3?\'=&J/.'--OE M>"A;(^&0IE&RVU1@1C'S'=&MR`R\]7(J6O07ELVRP"IL%'=JP[C):._^X,G7 M4_-YJZHAV@7/@\N)L%'#$$E8!2`H$*1<.B<.ZW3UFT7557-[.WFF`P>7=*OQ M96\H\:*3OCN!H0\,??8\].DFEPIG%$=%Z[V4.$9XYNV)<+*QS;FF)D$T;+G[ MU.R;W=%SYG^=NILXK:J5.OP](Y4LN@/FLP.75Y M5_=9X+]=>=O+N?S?TV*67#V](S-?LOB)L1*U[T!_,QX[;: M,4WM)V?*/JK#B>$$RZE_I\01B*[^K#=."2\$X:(WN&%?^:Z\G'6J62"=C;-@ MH--FQHJZ`/CR)NC]>!KJ%[CLY-[YS<]DES^XCKEQ?20D=IUL:,:=:'X\;=YN]+GO7BZE1Q!5,=]IFV[N2?H%_1'+$X$V%= M$_JH;_SM$D'4W,U&\1'6*AOL!%9VL/)O39OW_+VDJMT(U?">I:43$S!UJ#Y3 MA_0B!W*X]F6*>^/Z1KVVQZ7;WTCBD MI-\W'#(G:DEK\+(K>X%[OZFUKH2Z\O3@.D9U[9!7BG>>T-[&DO4?G[5H*WFE M[73$-TW?@0?4!^]6'T39E)_1YQ[@S[=OR M70T$4M=8ZNL%"5IOI]9!KK61*ZAECVH9(4O^1H)B,(TKU*`B`S4`/EK`(C.-+`*@$@-U`$@8TUD#"HJ7T6; MU^2NK#;U3E!%GK8X54_1&!)A6$RX'(N4HQY1!G.IPQ<_ M!WU=T2ED]^'7P/#S01]8*HDEU1_RHLX]!:]$MO5?/O^/?.:YU6C$E@^/E$$H(T: M:8-0T,:>M1$O`M!&R=I0N0659I!O)^(%?3_^?73IN0MZ-1&*Q9P%S*8P&W[. M^V)QA]2&)`DH4[_6O9Y`O_S;E:X9,'O&*`YW#(T"_X;AVJXE3S7OL!-^*OR* M,WN(!9E0=>">_W"11<8+^9#X,W7=-VB)>9I[W_@U]#POL+6(8E/C2B@C4-<6 M=5U3X7!7V:T6P"3T<<4XEBZ^?#74]AXX_"[UBM:NJ<%L'!7G#3-08M?,.T99 M.%_"/_?R=29IT'3+MG4!K7MPB>]6%Y8IIRVEX$?'=Q0#:*04C<03J*"0`@K) MDX$&?=1.'R)LH2\60<_A$5O^C+QV[%)2FST+ MB@)%O451T7UN&)W(A\E.^+.3F*QY15ZQJ5Y`'0$9ZB_#/.^21H7_$BE8@/[7 M]']%5/3H1A)G2GAD=X@\6[@O!'8D;[?H3\:][T:NY\)7S]9;>#GG.ZO>35[<;QQM2TF`4G(I M):J#P_:U)*VD91G:H)FH+D_UYWY5DZ%,0#V%U#/"EB7+^IOT+$>6]\4"6_8` M9)?;ZWP'#&Q<(PFBRB:J7&X&K>FGM0?Y-@2+)Q8.-EU9S)RKJ&JT8MC[OI+Q M2I@]8'S&_,6H>L.?P>S@TTOI=@-)99/4](F$51.7YUU@IF!E=,O#<\PG"S&0 M+8]L7_ER=\AOG+FSED"G MEHV6-FRR'&@JGR:H92L$$FK96NBB?30#/V_D9S1%'#_BFUE MQU6-)F.'I4_OJ>:SVC>;'/0WM]@,!)5`T-.+=,3B/YBS.])"F-+,!Z[6N0IG M:WAS;._'?L!KF1.S;497O>M[7W.B-MD=9L%V&0XLY61IS8]/[)8X9*)6"1#+ MVT;O4 MN=9MC00[$VG%9P,7%L*:OEHP9IK$GY#X@(AY30=H1AQDM0.M;;8#406)NF-4 MW8@S;R56N#]$*X#:9CKP5)"G!\3;TM;%305>"O+RB!VDADR7B%.IPG;TT].- M!H8*,O3$,1(N7S3@JXD9`4JQ&.C93,_:=\M5-/3254LO^M0,M^E9KO;QO]S; ME+IH_0O?*BR:U7S@JB*N"G]:.SHM.`B<5K8]1-:O:F\H$M!.W;33N,_2-TE% M\&WZ,O44Q0P%00_(D,09C44\BA&NV@K$E$$,=%6J(Q#Z):U311L[(?74!_0X MJE#*'>/.M&_+IQFH\4"O&PO,E,(,=#HJ9!!Z'>W319N['353"/0[WJ"5';BK M..(-GB#K"NN^HC`K5BK"ES09^'D3/_'/Y+:(H76S@:/"'"WW(?'WVHVB[RT! M:KF52*K]0%9Y9+65*""I))*NZ1S[$_3;TMR%%ZQ9#C2]F::F!F`@_K%OLI+[ METT1;\[*OJQP;78!\/5FOIH?(H,(58FT=7]T?CP-]\#$&]W8S>]&>4FO6C?^ M-#'Q`W>7GE7+?<.FB$ZFY)$A\P4MAA?^A#6O>>5S8F`Q8#>.J:<^I[1STC@U'WRT=KV^7I2%4VVB'LA M#/$5=P-PEH&S0)]M9JRH"X"O-;Z&\B[^YD775/7[O>%DN+''Q4)MW"';A$?L M[[,@IF2V$M?Q%S6KS]R'6SKKC5LQA\3C/9L\`O2]'WV9/_I^QR@+1RPI7RT' MBO-2G.P7%,6M3K'#\]A M?`V/L+?IU3=,Y3,M[[5M0HEL!+WF,$!`\Z0'2#M*YN0H;5#\FN*7"`6?@0X3 M^ZV8Z)=F=#VG]S6!HJ9.GME.49VFS#28(M@:ZQV@+/0F&F[2U6Z=-'=[E3J+ MHEX;O8`"&KK<7P<)U&3C`4TTT.Y^#O0NWHVKYO8+H#6NEI@&MJ/0>I7##&QY M4-,M#YK!#RPHWO^"XF:1!`N*(89='DVP[+-NRSYKQU=7UX5XI_G=^.FH=U*A M&R'MK5_:6WN*(.U=@RY#4RF"<+`^Z0T=`M,MUDESP]MU%D7M`NV@@":&ZW60 M0'T2!SIHH-W]'.A=O!M7S>T70&M<+3$-;$>A]2J'&4A[US?MW0!^(.U=B[1W M@TB"M#?$L,NC"=+>-4Q[UXNOGJYI[\_YW7A6K1LA[:U?VEM[BB#M78,N0U,I M@G"P/ND-'0+3+=9)<\/;=19%[0+MH(`FANMUD$!]$@]]>+ MKU--T]Z=D]QNK/+KM:>0]M8Q[:T_19#VWG^7H;$403A8G_2&!H'I-NNDN>'M M.HNB;H%V4$`CP_4Z2*`VB0,M--#N?@[T+MZ-J^;V"Z`UKI:8!K:CT'J5PPRD MO6N;]FX"/Y#VKD/:NTDD0=H;8MCET01I[_JEO>O&U[_U3'L7V"N^:C?^-#'Q MNY.7GE51%[-O66%@[)IJ.JJ5MIVOV.9W)M.,V]>,$HV8&$R5R[`?+Y*5%$;< MF'YGA#I_2/M=KFE7T%.V3!(\A@-#)7*D'?!TV*&[\>C MJ>N8[(4.F%@&[*.@8_QHTSH]9?*7Z47D,]-]'G3?MS@=^']7_F^8@2Q@__W8 MW^1PX'[)O>1RB,=RB&]>8"K_X3Q8B%XL8G\,Y#,GC!,L(I)OL:D2W)KB*\G( M9;(/4\)F(.B-!#UP+`Q.9FKRU9"[D^!L76O$8DAM=P(PEF`L2!)=TS'CMC=I M[R(*)$58/1+QURVB:.*EFO2%:9>Q/C]IU@(UY5!3\H3:PIG@X+>!M)%05YX> M7,>HQG5E=7AG>8-WGBQH/26*7U] M3C=(74NIYY^<#UIOIM9!KK61*ZAECVH9(4O^1@*B,,VK%"`B`S5`&=OT0!6@?14`D1JH`T#&FL@85%2^BJ+^ M[0OBIIK]N)Q3A;F'`#7P,Q+8]%90$\/!YLAAQE^_4VWG5T7]O[C-P1RJS$8# M0QD86G&?=X*J-EK!4G[C@:D,3`6-47OJI&P&`SL[V`E_O;1G%EM@[#FP4;"$ M/Z=8"'04H>/>FTO=?$;B=@(I:Z0,\;,<#ZG]@Z(AH-\04<+X'7.P&+I87O99 M;U+6S0S;GW0[@92BI'2[[2`EM!-(*4;*TXL\MGB:$NY@K'D[E(V9-(N!GO+H MB=V!DSERR!PO[R.^(4)OF!`7B]^P.2%T\H@M/VXV);.5_2D=S.58Y%%:J.)L M'!FK<^"NJ<%L'`7OU.I9=:OH9>\896%`SS_W\G4FJ=%TQZOJ.<_W%D6*-[X+ MYZ;R+?,MMR#B.VT'(U`S5%`S@&[WJ%M0Q'LH8KDO[IQ9<[4A+,X"X*L4OAXQLBZ%ZGVTD*Q5XX&I#$R)(1&&Q80K1XLI1SVZ M#.;*$>3BYZ#?')XRV'WX-3#\?-`'EDIB*;8_U(-?2N'"C@HK!X".DND,\75\?-:RV0FOP"))9$87KW#Z\G+6\EF>'D!3P&M M)=,:-%B`9A+-76X!#M^9P^6`&=%)<@+9+7HEMFL#KV_@-<^K1B6P?'RB"$`; M-=(&H:"-/6LC7@2@C9*UH>;CJZGY\NU$O*#OQ[^/+CUW0:\F0K&8LX#9%&;# MR3X7BSND/G&5@'*`Q/3*8B_!I)]-BU[]Q,J`V3-&U6RAY/87AN':KB5/->^P M$TXDNN+,'F)!)E0=N.<_7&21\4+EEV//U#]-E>;>V->OT_Q;9C6^M8ABVUF4 M4$:@KBWJ6LZJ4)O6)?1QQ3B6+KY\-=1'2V!*Y,[)B*$'E_AN=2',L6J<1N*+ MCD`A!1229]46Z*/^^H`Y]6^3!\Q9!W6\11W1?6X8G5YE[2R]U\BI?!!RYFT#.O**A(LK.AJ@:*N$.%_(,O%%XOHG[]) MN!`WIHL;/,?);2JC2`V3MKL`N!KG2^BXO`WLF(Q91TA M!Y;DV<+>1&E9K=RB/QD?6$C$OK4I7T3%'I?[:2>NT1RU[,X(-HS+X@V@[DW4 M18D,5SBRP>#Q1JY-O$4)A\U^`-)*(:WM-5MB3B34:1E)VS4R";RY.?"0.Q?[ MQ!$5?B70-_^4U8*Z6&].=XX@-GEQOQG7+24!2LFEE*@.#H>))6DE;3Y*&S03 MU>6I_MRO:C*4":BGD'I&V+)D67^3GN7(DL.3OFG+'H!PN!=#"AC8N`,^B"J; MJ'*Y&;2FG]8>Y-L0+)Y8&#-U93%SKO+OR@51WZYOO!)F#QB?,?]3`WK#G\%L MOS>VP6X@J3!)\O`<\\E"A,/\Y==1OW'FSEH"5C8W`&>%.4M\"/'"%;)Q$.(6 M&5/UCY9`EL$'0-@Z8>I[FMSQ=E1Q9)]'=4%FWGK9Q=I^ZAO/U9RPW2Z(+?G9 M[@,@;(VPY=*Q=GU%)K9@"[X@4Q9+REFN;`.X6O/`A.,[$/-Y_)LRLJ^A/OHD MCSUA+H=P#>C#[S`\W-YTB^5`4_DTI=_)VYPL4=_%CXP,3)%\>\T_&U`]D(7? M)O1_K-[=4@"@B]RZB'+X08^\/;5LE+7?9#G05#Y-4,M6""34LG77Q3W%3[(L M8B4;A/UU'Q]E97N7`X"M[6RUKZ:$NNG]^=%\7GH1?F`>^B9^1E/$\2.>N=R8 M(H$?.)MP9"\'U2K2%3LL?2HK>;T!VFQR,!;>8C,0M$Y0."VRW;.Q/W7`)&RQBR(U(*DJS5__$J1X2*1.2Y9(Y$9L3UF\D(GO2V0F M@$2^FBZ[*@2*-DB-*#HMBJIO^43YT#";N#;Q\B'1C/G$8FGK43&7_86P;XW? MLG!>4![5DO5^2,?I?3L">?+A/,G7K(8N>2`V8-1&4IR=%/GRTW6M(P,NQH"[ M@$43=0IMM@E2X,,H4%4[OZ7*78D7L=!KXZ\%P&BRW!,GK+DTT;KZ\TJXW24F`=J`5$V6:4U>Z42G>$ MY%MOED77ET6N/[OD)3EVMRT[I7;L14JWB1RJ#,3<$9@S&%T6B>*5H4)>&HJ& M1C"%/UH,KBU2(XH.1)%8>SQQ%^658DZX0P:PQG^C\-G"PBM8\^0J,.8X;CIS M\$!"!-E MK"N+BG@Y$B^/-"(\9#()\X&%8OCI]4(CAH[$T#.C)(S9(DEC"P&@&HD1/9O1 M(_;Z*%R5=)6XJKXN7Y*@VI$[=WF1FN7B!"$6EYX7IT>1_Q,WXAG MT:87@-D75CS#MRHRXN==^%EN/TD6<`N$H:K8B*.C<=3VBD+[CG586^CLR!(5 M48BD$R'IUI_3=(&^*,-=]D!%+KW?AJ?XH,,U0G1%OOJ_3UV;@`)MZIQM[A:H1'>N=5(QX6T]##8JX;3;GE MP[+/5UWVN0TH:FO@TYRRSRU&$6YK^@!0'M62!FZP$ILG[5T:?\VDN*Y%^LB` MEB[5;`(%KF31:$,X(+:?@][%A^&JO7X!CL;G14P+QU$J7+5=N! M'UP,=OG%8.U"$BZRN+9%%E>'+[FIT][*X6H3ZFT"!\3V<]"[ M^#!843E=>% MKUY3)RJ'AZMQ?%XUXD1E\R8J&X\BG*B\@HG*MJ(($WC-24@W(94H,$_:FY"\ M9E)<76H4&=#&!&L3*'`]J=XF<$!L/P>]BP_#57O]`AR-SXN8%HZC.'J=!C,X M47F]$Y4MP`].5%[%1&6+D(03E5,\3XC\1C][Z#\G'[E_3&UT>\FF+Y-G M&7'H`WAJ$!`VFKPGT4OJ=-0KYD*4OF8LWOIV,*6YV?P*$3683@-__47I=YH-T,VZ2X?,;5'F!2]\:LO2M M^2C"I6^77_K66A3AE'!SEC@T8'):9)ZT=XK[FDEQ;9/MR(!63MDW@0)7LWB@ M$1P0V\]![^+#<-5>OP!'X_,BIH7C*(Y>I\$,+GV[VJ5O;<`/+GV[AJ5O;4(2 M+GV[OJ5OUX:O_VWFTK`.-_)PM#2-$"2Z6)S MUZ:A'GR.G&6&D#_PO)C1^]>G21PYP7=?#\+2XLEL4"U?;>@@L!%UARCL%/E! M_LUZG6?+.S8K'?%?X!_P:=!7UZ>.1GWX1\37XVB+TA\Z?/,M8#"ZYXC^0AT> MR#84PH".@T1.`;4B,R+HG0AZ8#2TF3OC25:#Q6_+NYMJ%8^#U'8E(,96,):N MQL\!9+DAL/%_*6%R5^XV%S:%6"DFZN1")*P@81EDWOJO`9N2=%M&YF7D^'AT MPV]?B$_>DE"UN?C8)6R*FCII$36G0/X?;E.W"\Z#KD!;DBBULXHIF$R#Y+O#-Z_85&#)T40V*/_^_$&H[]C<1U^\?]"^,: MQ_P#<;W65MFSRLQ4A93D3*GDBI M,_N/3W^T$BU;947$5!!CT)?HUN?G?%2V6CW2>>#-^=$?C#IN9!';]4`!S89- M5=XR=K8(C-BIP4ZUO"(Z;VP%1HN*'M!6',:%AS-<]> M+:\]I#V5E4UZ",!/H9'+DIW8R1-M`]X>"DK36`=J"-%Y0G36J+I\G["8W$LO MB,03(3%[V@H8==_\I25(GUYY1(RIJR-QFSV^IQ9QGDMLIK1A4JP=3,$9M#,R M9<=(7M??@K+A"$TA6D^,UEVF2%!HOM="(PY/C$-TP<^*5_2]6\H-=+HOS@WT MML_(#;XH@Z_/@-:%Y8Z^?_WCR4S4A5Y-#L7CE(68O0K,H@=T`6RC7R04C]!; MNE(>H0^U@T?,G9/(G5-M<4\/UWZKRY_ML:#_+Z[.F"'SV8 MS@(?_EPEFVK;\33VX%;GCD:?B.M_#L+08L'4H*'[YO,+]^QK3#SW=<'7/9:^ MV?SE4W7J+>!9J]]34F)K%Y4.Q#E!'R&[MK"K6.W+C[VLFR`S?]@3;K_XX06, MV.MCSJUO!U.:=^?GP$[.-2B7^@VR4Q+2>\T?,T!#XU>);=9@97:L7H6GI-.6 M7LBK$6_K!N3(23A2WH"###F"(8?L8$)^7#\_DK,M:1@]0BMP`#F<'IOUA^Q` M=NQF1_Z>SX'_!A^;\@TV*Z4!+/<'=7@#^!6D5%,H=4A;ZOH^;41-YR.7]^)R MF,6BVF(9(S]2+SW1;>+.]F1YFXBV6R&GH*"`Z+.(R_Y!O)AJB_R?OT.'$F9/ M%OSPH]5#8?-[;OU9'(7)#;UFPVT_#91BBLTJ0'Q5\>7R_/AG(+,#O(0@S'WQ M:++9#:C\A?P5,-TC8;'?Y0$:PO-TQ>GU*\\T'&K[*V-9='(?;2#JWH6Z/.D? MAQ'X2:P\L(B$MSPYOUD/B+23($UTR[:RGAUMVF60UO;E,1^-R$/:ABM?KAG] M;5C4TC3TXWJ5DZ/_*7B-OA-Z@!C.N*@$QO5$+B+(*RG;-!BSMP^9I@(-7 M1CTSXH=IF*$Z?T'@T7R4[DS-;]+B9=<_;>D)9,I!3,F]CVS^Y41?8+L.8H]3]3SH*\_@689\53?49TIC/]AQ)*9H24&UKUY)-6! MI#I(S3Q@&K_<(.I'K!9P%H`GSW$3CWX#7(CDHY&$ER>4_:V M"+/)IR_$)^D]GU@0SP0!UGYJ0)P=C;-D:9"?<)9X6AR"0Q&&7X@]X?\0!&1[ MZ``15D48X^LIHZ16_)L9,[4%`6],-SLJV$=5MF(&]9E3C;.O)4+WQ7H'0NT,'B+"-"'N*7_ZB M=O0'Q',S:*9')69)\A\/F`Y*;BK*2Z\43+X<+ MCEC:@J56Q<`8>YX""6V(&S%>.QP)W(#&=A0S7J,K"*/4J%(V+T:=)SJ',=VW M*5Q[IFSJ^BV8L=PA>#KL;)4/B1$3\;\/,T(8QJ)*0.GW,$7:=[ M#/BOH1I'DX"Y_Z+.'[Y#69+!3\L,)SM4M(7Y@S+;#>D#5Y,8OW)BV!204QNQJ2"F-R&R4NZ=!GT?>\W_#R"S2(OYX2VR(P(JB(HVSV?[=]Z2F5? MJVBZW*%*L_JQ#]:J1%%1Z(H7PR9714"11ND1A2=%D75MWRB?&B8 M35R;>/F0:,9\P6ZI#':Q@_4+8=\:7S[WO*`\JB7K_9".T_MV!/+DPWF25S<* M7?)`;,"HC:0X.RGR0D7K6D<&7(P!=P&+)NH4VFP3I,"'4:"J=N3`9@XDM6KO M7].M($4=G.F45Z]:#8;38+DE2%Z7.ZM\LTMPQ-*!6*KH\3GXDM8^HX;KQ4EY MO]=7VO33PG8`ZT`M(,HVHZRVIF9:!RXOTKCZ68NZ-1=K:IQ8*I04/WS><7[MG7F'CNZX(O9R;AQ/*"[_SLTZ87*CPK M"/'Y?GRV\(@./!WC*C#F.&XZ<_!`7.?6U\G,C8@G!K2VR8Z(.A)1=X'/7\2" MY$R#[!AP(0"U373$TY%X>B!,E+&N+"KBY4B\/-*(\)#)),P'%HKAI]<+C1@Z M$D//C)(P9HLDC2T$@&HD1O1L1H_8ZZ-P5=)5XJKZNGQ)@FI'[MSE1U,L%R<( ML;CTO#@]JDG;>P17OC:..\O?>)$7UX_A]N5S@8\LNCB+=G8.\ND`/K5W;2NN M*/U@Q*"K_@R@ZX\SSB9_I&/(LVO0#,OK#B&;Y5D1$_[\+/LP]I"9T>6J(A"))T(2;?^G*8+]$49[K('*I(CFMZ-IK8F M8##_<6EDK9Y7,B&L/3O[]@779A4@OMZ-K_:GR#!#=4*T*5^E%;3%+R']9PRR MF7/XS_-BMGK^U-KUAB.J7M@2@NJDO0AJE,-1`X_TSH&:6WAW]ZMR@4X_7(>N M#YJ"/N!-7B51=N54ZL@98M"7Z-;G`]Q*.NZ)^F[`[H*(AD9,[X)Y`IKG[W#/ MPG)?(TK7#S@TH"UIT8_B=8]N^&TMZDFW_#U"UV;'_NWQGC#;6*\M^,9YL(V/ M--WG'$[4\\+5D<5.RN:X:U]!I12^_JL%-3N021V-FS^5SHH.Y4^' MNNF>%S-I79$9];SL%*Q;OZ'E/T"V7]=D6V8Z:X2[`///W;?%5'3E;`'##6TO M`.-'P[J3!S(4)*ON'X(P8C1R66)2R_$%%KB,JCC=)F MH=5[A014'IGL4$N+\90O8]`6Q8H&Z!W"[,GB,YU3KWYQS*T_BZ,PN:'7;.SL MIX&:A1]5%;09)Z[O1O2S.Z?.K0^?>'-?/*J&(8U";?&%_!6PY%RZ8C2Y]LQY:C)@'PO@Z M]^<@6SX3$T]E#'1&5Y:9JO8/-YAFNPL;OZIH#[&S)2.U3RR(9X(`9#\UM!DOX,W?D6EI<2I/-M[Z-F_UG/++,O1:P^%0$G*Y M$'6+E,+W]EB(WAZWOK=Q+7J3UJ)?"RIP+?HUK47_*%3@6O3VK46_#NS4K!'& MD[6O\V3M)F`']S&T:A_#U>(,]S%QRY?1QJKT`KN75PRY.C&MYV^D.Q=3///#F?,$5H]`) M%D1G?'GHFO_WR+=YK)BL&QK_-WZ]IIW&NZTKQ3%+J1T#*TU#+(:!G0,KS#,LAH M&5IJ&1I:WPTMPY58ALL5QVN*9;#<'[PB&,]S8@A^5B[7:[KAA$;F?!QS,!A' M,E[5Z(H1>:MMA.AA.=H(C,W11F"`CC8"H_0+V0@_C*?9&L>C+4):24+UG0=& M7RECU&GP+MEW,[>LTHOR=&NW(!EQD!,9)N!^M%#9F1]1@;B\MZ M48-@9#U&NZ=D_7)KGQ:\+PN6/5-ZCW#4K*KR8@3-'CJ@+8C]$V(?HUK1Z831 M++(=J14S?FT' MM3"*1<9C+(N,QX@6&8]Q+3(>H]OS,=YR?>+;;G;X(`:X)V#HFDZ;2U)DP[4/ M@6*&N:TA&$:ZR'L,=I'W&.\B[S'D1=YCU/M!O`\8==_\3\&<,C\I^/_.%1S\ MI6MO`XA\"5CT1MZH1NQO@!-JQRPYSD),$F_1^449?6B_(9NND4T852-!KW1E M%4;=@M@-0:-RM!L8M:/=P*@>[<9UV`V,^NOMQN^4>-%$ST_4P\GN$[!X7:G- M3BF'DC?2<]*ZIM;@()N=&0I*W`D6R+Z(;1+5H! MC'C1"F`4C%8`(V.T`A@M7]8*9"S;REB,EX\C;0;&T!!@]G]L2_/%45`I7WZAOPPT&?8DVEHK'$Z5. MSNY]^^"BC,<3IMK(-@S9D<`-.1$"(WM![8JX"0"T*Y@G0+N")U:A76F@7<&L MPWYV!;,-ER-_ZTF/[&K+:(W9!2$(BUD%M".834`[TC0[@ED$P>P(9@_0CF#6 MX``[DI%)_4Z8\[R8T9S&#Y0E]?U\F[Z0D#J/E-?-MZ/EHI(_?#=J:+B>]?2* MS"E0]Q=:*"P\439W1<+!?@*W&`,:\3@)GB:41I\#.ZGRN;K-3[5M%E,';+D> M,P;"?';)B^O5>Q#,G<,KYF!3098EB(-MF%M<#H6A'#1*0K2=D MZRVTAM$P>@3]ZM`T1NSH,*X:>?>HX?+6XGO(W0MP=W.??B1S]\"%B$S.IPIL M.XC]*'P@"_+BT;82)9\IJ!-7Y/Y/K4>W MA"*8O4?F"I:K1^9B9K[5S&UM'AZ9BUGW=S!WF3$Z,X$QU;Y&U!JUMY>OF%^_ M`"\QJ=X2EF(F_?*\>OI/\L^'KZ:NRIE--6X45K^^? MJ.\&["Z(:&C$%)X9MK/;-\F)/2XW/!NT;X_+[<]R[-7CS]_AVN)YXK*(4E^$ MOJ^36"P49)<>Z3SPYN#TZ(PZ;F01FZ^O6+0/!-FUK0*W&@,"'VY5``-/D/IX MM.`4LR!G)[1_OO=J>=%XE[W-O!`ASKA27C1\>K3=O&C_7.6AO##<.64AAY%S MGYR!#(&*1QTK]IW&9U\/1/)N52!N#L`-.N&7A")ZXF(Q1#1WO'D,09_\L@P1 MS3%O'D/0.Q?MP(BCP8TG,32R++%H?GS3Z_VB5W]-[!'-QV\Z>]#COR;VB.;_ M-YT]&`VLLZ=\M,%3!->A3_F:>Z_NG`-A<'Z05A!-QZ$)@X`K`2A&`,+R1C3W MO]&\0=__:G@CFN/?:-Z@UU]W1ET2P0D$XWQW<8!K;W8B`GWS#P,9>M\MQKY( M_G4#L(\>]`=B7R0?N0'81R^X#OO"IKG+VXPQH[T5(^8_8Q!(:)34JP!QLE:& M@'AFR+,CHFUU*>H2U&@`4;(;)1AO7P!X&'D+P0<18_!&\`&C\8OP0<2XO!%\ MP`A].Q]N_3D-(RZST`A>5P/B94^\H)-]*0BBIRT.,\1VMZ^=&>AS7XX98CO> MU\X,]+ZW,T-H\"(V:K#Q-`E8]$S9M*"VB),>F]6`>-D3+QB970J"&)F)PPP1 M([/F,`,CL\LQ0\3(K#G,$#$R"PTWM+T@C!D-:Z[F.^#N`O]K3+RD)-M#JOSD MAK8!>@]]I#O5MBL$,52#H>0TQ8<@C!B-7$:3\AZE^X2%TEYZ042M(2H?9]/S M:\L<7'U$2%SEX]Q^VD%T;4`7PJH65HBG,^&I2(CSP[A7'OU"?KC3>(JX>P?N M#FEJW@/%YU>Z`#%^!HR[/F+\PA@O=P%B?`/&__#=B!\71"(:ECOL_O6/)S,1 M&[V%'%+'*:O5V&/NG$3NG!8GKSZZX;>ZP,;\84\X2W5X(2-VXY&T6?)*U%(O M>HMQ@=.2./?W03AI^"0=SH1]$$X:/F6%\T('XN0+)=RI2Y+0)'37(KN`1:!> M-ZW,4OH[==1P>6L19S8;)/62EPLL M[11=7%S=FB5^WN)Y,5N=DMAX;[-A5*^X4H7!%B?+,6$?'7AOC/Q'<0X8!Y]Q. M9RR8TQ;L;-P)Q\TBMQ@''/EW9$KS--A3%-C?;GV;MWI.^649>JC975\6,DUO M;9-2^-X>"]';X_;W-OH@Z`WLA91'RM-Q-@09$%?K0,O^;;N99;KKX[)(7UX.'5.>ON`T5KK?J(G49#E>&L-C)[BJIK&YKCQC8 MR6X[3!F(G4)==S3Z1%S_Y963EGPN(^$$\L+OO-5+:T)7O9& MU-$J0IP52GQF0,1T#:2XMFF+$A`K>:K@@;C.K:^3F1L13PR(;)-=>&2T+V.R M'0U"9DVV(N`N\/E;6.!YR8+IB#(:BC%Z;!-=>%P\$":*%U$65?A^?Z01X4&> M29@/K!`C(JD76G@L/+-D`^A"'/^@1F(14/")!F^,S":N3;P\BVK&?*%*:6LF M9>G<,WC/A'UK_&;5C=*G>=-]Q4=\[%!0]77WT#:XTW]3[70E=\D!LP(O=6H#FV91U6;'GR]I`4W<^ M)*%=^V!TWP4LFJA3^)1-6@_'JK#8]ROJ0--V1BRA;3L/OO>$J!ZP60`WYMYW M2R"Z+T(VR(\(:;T10QM21DCOJWR!'GV7.GHWW<%-KWLF=2C-4\:^Z M0^!*?ZR=K[?]W*[DS$]`R MG-)HM]CO:(J0E%53?:4/QO7.J`M MB/T38A^C6M'IA-$LLARC6&0Y1J_(48K;Z?Y:9/V=L"9V9/1LRR0IN; M3$(>7'6F5LSXM1W4PB@6&8^Q+#(>(UID/,:UR'B,;L_'>,OUB6^[V2E\&."> M@*%K.FTN29$-USX$BAGFMH9@&.DB[S'81=YCO(N\QY`7>8]1[P?Q/F#4??,_ M!7/*_*2.]SM7:,:L;\!3J@=L^1B M!LUH#S!^1GN`H33:`XRJSVP/[J,)97B*TWLYNJ[&BQ'SB#+UB/D381Y#89%I MA!$OLAL#6V0WQJ^BLUO,,!79C='H2=B=YA7J4D@XO?M.>E94V]P$$G*C(4E; M@2/9%M$-HUNT`ACQHA7`*!BM`$;&:`4P6KZL%('QLQ(N4N/E!@UM\T2B!CZW)?CCJ:@4KKY1WX8; M#/H2;2P5CR=*G9S=^_;!11F/)TRUD6T8LB.!&W(B!$;V@MH5<1,`:%H!W!K,$!=B0C4XHRPPUG04B=^U=M\85&D\!)]H@\3XC_1#S0R$/R MI?O7]$:7U_[3%LFSQ<*CB>N39T8<^@!]G-79;QHC,S2<1"_+U3FUBFDSIKX3 MYCPO9C3'!J@IJ1GIV_2%@#X?*3^+P8Z6"Y7^\-VHH2F@'"]EF=-^WU]HH;#P M1-G<%0D'^PDL#`:R7\WIS`L6E":*N)]QT]FJKL]^WBAGBWM<(QXW>T\32J// M@9W4"E[=+*S:-HNI`QZA'C,&PGQVR8OKU<+=K<;3^O^;>Z+D2&_I"L3\!V$>D_TB MTPCS]LCNEJ?@D=V834=VMS4QCNS&''?;V?T[==Y<_\V@(=Q:-"J[?!?XSO(2 MQ4"VS2RN!T+1CAHD(%M/R-9;:`VC8?0(^M6A:8S8T6%<-?+N4S[N]@[C)C M=&8"8ZI]C:@U:F\O7S&_?@%>8E*])2S%3/KE.DVB+>/7PG M^6?#=U!494VGFK8**U[?/U'?#=A=$-'0B"D\,U1]1^[*#4\1;.K]'>)B_TM# M43H>>SS5A"A41XZGFK@+YHG`S]_AGH7EOD:4-GS+W'X0V"*X6)C(+CW2>>#- MP076&77,=^#;S0H2HXTIYT?#)\G;SHOTSUX?RPG#GE(4<1LX]XWT)@8I''2OVG<;G MX@]$\FY5(&X.P`TZX9>$(GKB8C%$-'>\>0Q!G_RR#!'-,6\>0]`[%^T0HJ/! MC:?[-++4O6A^?--KR*-7?TWL$_T;Q!W_]J>".:X]]H MWJ#77W?N:1+!"03C?*]Y@&MO=B("??,/`QEZWRW&ODC^=0.PCQ[T!V)?)!^Y M`=A'+[@.^\*FN)DK7P&\!AQD@( M/HB8.VH$'S"+=!$^B)A/:@0?,+.TG0^W_IR&$9=9:`2OJP'QLB=>T,F^%`31 MTQ:'&6*[V]?.#/2Y+\<,L1WO:V<&>M_;F2$T>!$;-=AXF@0L>J9L6E!;Q$F/ MS6I`O.R)%XS,+@5!C,S$88:(D5ESF(&1V>68(6)DUAQFB!B9A88;VEX0QHR& M-5?SG9MW@?\U)EY22O`A57YR0]L`O8<^TAV6VQ6"&*K!4'(F[$,01HQ&+J-) M69K2?<)":2^](*)J$%7'0&%AM%D9B)TU[.0^6GJ">]E^KSXB))AR'VD_[2"Z M-J`+854+*\33F?`DWAZG#\7=(4W%G4\7P+CK(\8OC/%R%R#&-V#\#]^-^!%I M)*)AN;.2>3.:7':]*,;?JL+;,P?]H2S5(<7 M,F(W'DF;):]$+?6B"X:+\!-Q_<]!&&J+WZGSYOIOC]2#>P(_G+BS%<3&B03(.1T%W+#P2,C]9JE#^0_Z.(*EH#F#I5E(+]_7719N2X/$+\#&Z>`QX; MN/SNBT>3%2G@Y'TA?P5,]TA8S!D^@#L'CJ#J.\F\Z_HS#3D<0?OIH\4(XAEMGJ(&%E'?=BDX M;7V`!O"I:5(-=+79!;O]M;?E-]@"?BX]4W^&%>V=)GFKQO)BM M+LS9>&^SH56ON-+9`BN:.^7*FSV47\H2;M>^N,BV8@;N`I@"4(KE_N#_6M_R MARC?B?+-6D3$7QOB/T-97QX33V6,K_#CHN3ABVK_<(.I'K!9P)+49+/!L(?8:=RR M06Y$Q)]P>4[9VR+,IJN^$)^D]WQB03P3!"#[J0'QDBZ$3:O3,/Q" M[`G_AR!@V4,';48*>%EW9$IS2#Q%@?WMUK=YJ^>47Y:ARQJ.A9*0::=ODU+X MWAX+T=OC]O>Z%E)9NHA9X9_(CY8N1P.OAJPWT(.1XAM\HFY>,/P4O MF8!9A&N\:)GKMR"*W"'XD#\RU:3&.OB9)*06#8@68'4]C+]E[FI:C7)8-_.R2%]?CV\F!%E487O]T<:$1[DF83YP`HQ(I)ZH87'PC-+BL\NQ/$/:B06`06? M:/#&R&SBVL3+LZAFS!?^E\K"%OO!OA#VK?&%78E=,D#L0$O=FL! MFF=3UF7%GB]K`TW=^9"$=NV#T7T7L&BB3N%3-FD]'*O"8M^OJ`--VQFQA+;M M//C>$Z)9S:3<^VX)1/=%R`;Y$2&M-V)H0Y8(`8!TAU_E+V0AIT4`H*>DHUD[1%<APO^\L1F3\5;+HBXS[ MC1JUWZ@[AF'V1E;.A`@T)BTV)N/S>23CQ.OO'U=;M.V5!T];@_20+U]?S4,. M0H@4^N<#(5;.;UKE_!039\EN2=U53"3Q]".=Q$%YWAL]F3`LK57MY&49D M$<2>I5NJKPF^N)'[!L\8KA=SXINOK[3IY\QMUNC2U.VCTK/,%-57ECFP6RZ0 MZ^TF;#C',`UL4.Z">:][6.+@CA^V`D+#"_K-!NM^:8.JO!=!@70F9XVCX,DX M#`)?"'`F):WIT;D8Z:,-0E\*#/+X2L"0\2-5C>6^BI)/W"(X@F*S;K8F%1[= M<#7)E.U(>X01>?4LVE,E)RSBLG\0+Z8MR4Z<&;KO395D/5S$H)N[^-QM.21M M4P^3=A%=2L*CGH1!<]."9H#$V8)FZ6OOWH[D_JX1X)'.`V_.:Y4PZKB11>RD MLI+Y8^:R9&\QO*OA9;DW6=<#1+\(-L!HR.=(LDER,AT?$[;XTZ'NGY_I&_', MI(U%T=KDM#2:[M_A!RMP/_KO@>M'_P!I8D:;"0D0]]3]P(XD,^6 M\>9#4`S?D/$B2G^@LDD<;#!SY*P%"9_3K!XO1AZ1*"[J)%J\KEUO-OLV"%M:PE]W>F0``<;G41P1<.P*D&^DDF9G8=]/N)]GVC[7>FR95G6CB0^7W9"_,+I8_ MPM]8^X67..3^>_@GHW;`G"W?6;OSJ*_9I=TP?\X\XF_Y7N7>([_HI_52MWYI M><]17W#`0?@SW4SX)Y]+]K9\J7+O45],H.5Y.W!1NNNHK_S%TUQ_SM,\UY;O MK-QWU)?\N,9`96]8\N;8=P/APJV=G]YPU+L9]>EWXOT9S'8`;/7&H[ZU-%1; M/K*\X[BW)X>Z;>V!]);CWO[/UTT-CR-&WW[E-QSUYCC<9+'<,%!D:?CK'T_& ML6]^H"Q9XK;V!<>=PTBW/A#P!^\@1`!R!Q4??^]FE8>*^C>6/F=0/T@.+][V MP5V=M_[%ZDNSJR6YJ]K+J^#8=A#[4?A`%N3%HWK,>"G2SG*,>Z2OR[WK\E?E MIXY#;7=*O/"_?[KI_Y3N:R=V=",/C)&E&H:L]J6NV>N;FJ(.AVIW9`X'1J\O M_=3AWTW>E?2_TAUW^?_]W[]M;\5Q+>UM::EN]L=#PQBJDJ*;FJ&9NM5+6SKN MCZR^66FII+RCI8_4INZ9F\#A#(T>]W!P%(,31]HRE@R]&[6[*XEUS1;Z;VGV2RF MSJT/_@=])C]H>%2;S:&EFOW>2.H#./K=P=#4QVF;E>%0UP;K;1[7*+J^'4]* MZB!KN3I2C4K+E<'[6EX<>#,#[]U-?&KXMT>3;>F^HTX#%KG_2GY_X&4;6;3@ M>U3%QGN7 M:8R-UJ`O6P-YT)6[UE@SS+$LC_7,@O4,JV)P!Z.:,:)1&I8_6,,&.`E#2;(` MRNK8LKJ2ILF9U=+5L5;1\*#I&"YK^`OY*V#9L\D&E!6E?@:?FDX"+YD&Y2LR M:5%4:9-"):G?&TC]\4A6)4N2`*5:/@R`V1RO*U1*!]T&*[1W7H4.-7-L6#W= M&HPM11D.^CUI&3GTAI8N*U6%UHRK5ZS0AR1["#X6K^I.#9K^[ZJ:C53-__ML M;,:=8EA#4])E0QL.9,D8*,H`K.38&EJC0;=?&8QNAM*9U%0OT$;E);7<>$4= M1B<\3\S7WW!_DR^[T=.;X#>=3RK3\-9?.XQM]=BU="L8W'+_"N[JB@Y/7(AE M4S=H>@]<@;&FJ_VQ,=2DL:H:F8>D#Y7*B'53%XR=7S5']4:M7G<'3:,1!![C M\:BGC%33[&K24,N")FUD5J(0/NAO@>8^#3RQ=%NC;UD9#;7N``;+KM7K:T-P M53(/92S)%:__9M@#9_'*I+O$Z9&;%-KOF]IHK*@\PE#U<5_28=#L:EU5TP:Z MI5H5<]\>96X[(G%S1#96#<48:$-3AW%2E63`75D:F.M;_5Z:E5E_6VQ;M-4=GHK!X-@5]=-8]"7!\.^ M,E!-@&)WI,%0V3-D:7C=5D[:,B#VC($D:6-+LI0^V&M#[@T!+:/N8#A6NO*X M.B#R2UEZWA0%,D2S5EF8-",4<]";14]26ZTI;@ ML6FV_/0LDT>*J8Y':J^O:'U3,8R!I8*E5P=]M:\JDKRNT';H\3T0['5'0_"T M@+R@*$7KRO*(CXVC_ECJ@46O0G#0&]4DX)OJ@;U'=9+2'?:D@364)6DTTOJ& M,1YSQU7IRT-)K\Y<@*1C=T6?$F*98QT0&=_J!O*&%H.?LHR^-*M8<4MD=.F'MY8 M#RP.\6UJ!-=74T`&])ZOU>2HM#TY:EBR`GVEFI8*PBB2.@`3)^GP'TU1 MY*JA&%9LVH$M/+5\.Y*_?7.@R9+"F=8=]Q5S;(T,D*^O#2W3D&OFGBL#SX7E MDW?TWTA2QHK>DQ3-'"L#/N8,N7R`08A`);UB38XCW?OD^Q_F1O3^]?7P[E,U M0QGUC9%J2I8$V!L,1W)&/JTG5P:!\7'PS!MX8NEVD$\QAY9BC56C*X_ZHRX\ M,L@G<8?:N))OD:N#]$7%VX%-V3(52>OV>@J$&$-K;"KZ,.N\KMZOB#<\CGN; MI"O-R-R_6JX/+^)A4A!&&W'X`7O`-R+=X*97-]3>R#24GCP<&_GBNJY9708H M5;R=+?)NTPRTE?AO+BA2#4.ZAV[@U:#PSZ`;9_U9;9%,B/=+ZP8*D4U1Q55A;( M^.5!%:N#1B'AN-!$[51]9)6M6'V M5-74QU)?'5J68L@*=^>SM:%=O4X;8[A;.:\N&"7WKX^4>&;(TTW9LHB=X7*W M/+^B@F^DC_LP)@XD>%*CD>&`NV4>[W!H&>9?=D8+X<]"'GZ M:B5,E0:5..>DC96^PC!WBL(8FWO''/7Z$.Z,NB!EW[3T;D_.)(9QKCK0RQ7O MYX02`^Z_;L,]N"5C4U>D\4C1QZJLZ-+`4D8#2U9[BJ14HM!>U7L]??<4SCC/ M#N<9;XUX/*1XFE#*%V<5:4[##6TOX%N%P#N!/V9!2+Q/+(AG(;P"["#T(+\' M/N?Z,766ARJ"^_^^DBAK[?LU>=N.C?X8O`>.58B"-6-D M6J/J),$YL7J$%@ZT5R,^N392)+W/8]NNV>T.N;@\HSGL#FO$'556,I]4WA5N M/E*>`;*CF"W3*="IO#@BFZ]N-,@2/<^4)5M*B_I5&_-_JMXWNX8TT"3=Z(]4 M%<(9RY1,W;3&FM6K+(FM1*TG=19[ZR/\H+PL1[%ZUE`>]"V5>QIC'HUFM#1' M5L4!&U4RE:=U;+?Y7ZKG:N-P/A;$@2&/6DL@[MBF0,U$TP:#RH9 MYN.]X/"P>4)KH*FZI%O]`6C;&@TU4S;R]%=?KNRVE4;C;FW;]FS+UOUZ/P7TPI+ZI#WJ*I0PE@&U/@9"STA:(+FOM\OYMJ2Y5^$3Y,2>SB6N#72T3 M[PY&_XDZ!8?!)IM.MGGG0>$;XY*!U97[DJQH1E>V]%%O*`W,_F`\D`RI-QY7 M5H4,Q_W*HI`#]%*[A&.C7M30)0_$=E]=^X/5TA_K?-%H7^F-U*%A]G1UI(): M]+&NR-9X4(V#AU)M]')2M7#38,8\_`<#GJ49*4LM-7B/B1\4?K"FP/R;@^%` M-\S^2.^-1P,=K']_8'+?![16B9P4Y5T`.HQ8EP.0!>'CT+2,KJ4-M*ZB*:8L M@5J,4<^436U4`1`$F;4>P7O4LJ=H60GU'%6[!IQAET_UF5K/M&2^]T/I:7S; MN:P/^0Q@Q<%5-N0RWL.-EJ6R1[4D$/IOFM,K!7M"BV]+`\4,/;ZR.SW+:.O]/GNP'P3G%R) M@93!X#TV8S^U7*7-D$:]D2$/8/2#.-'H&9:NZEE&&`+BBJ9ZTO#DUO5,HNE] MB+R&8TF5+$4>:K)J=/.IB*%2+7D#\=J[[.%[>'^P;++9Y?.PP&8=S+YER8J5 M=UMW7+-+>]@_N4V[1EL_`D].`O_.[(Y[$'EWNSW)S)8'R8I2\?&&X^Y[?+RM M:U='JBKU8"Q6K,%H).G@BN?32Y94W2LHC8?5U:L?Y)0=;&!-:]RS-!U\,;UG MFJ8V4,U\ZDP>5=>O#OBF^'UE.VH)=%=7!SW-T@>7=QNA+#[S(I_U1]3=^K,X"I,;Y%U.H-PW==4:68.Q*?=AE#/U M8A;=JFX!K&A_FXJQ2^JZ1-JUPJH'#KDAFR-U9$K`72U9HKHT(F9OZWXQ[)*C MNJ2W<\'HV%)X\FAH#/N&#@.HD<<38Z4:*@G:)9OUIX+OH0X@[.A"_#$8CL;& M6!KI\E@#HS^J+K[^8/WUKD1_'VEE3*D[4+I6%TR+I?;Z_<%0'4&7],=#T^R/ MNI406=`NV1PA:F`'>K(RTKHRWV()_O(`]#>2#*FO*U8UF5SKNXBAQ(]T:"1] MV#5Z?))1Z6LPB!K=K@K],M"&L@2PQGZYT!"J#X::JG4->=@?64.I)ZE=$_IE M.-15V>Q9E77C[^Z2WZGGW/K/+`YW5(NKV6Y=6OI3MQD[2UO=!7Y:$\"ESD-Z MND1RPZX%)TI_8`PA0.R;HV%?5H?CT@IBHVIZI?IY\+*$!RM`OJ0"^I:N]2'* M&QB:-(2X;LR7'2T58`U&U11`KSY(WJ$`:)U]5,BL\&*JTD@=]GH#31^HEJ%G M,9&N5:NG\:H8]>GCH@6'MF];Y#SHJGV(U0:Z)?$%.Y*J*E(:.>L`E$%UA8"L M*/5F;E/[-!*ZX?WK`W0_7"/+NGM/8$=XUII7VDMWA@'U'@)^"`H-GZ'YFA?8 MWS8OY"YF\GNJK,E=I0?<'_3[JCS*JFZ/^H#UWD__[]^]Z#?'G7?":.'1__[I M%5YY\TJFKK?X]=F=TK!S1[]W'H,I\7]+KH7NO^BO4G<6_?;3O[]%OZT][@&` M;R9@!B?1KY+<_3^_S8C#5^_=1,$,?IC]V/@2_GM=(UP?C+(;K3^7_/D]_=!+ MX#GIBPP:VLQ-#FCH!*^=;+U,A_A.YRF>3@E;\-]+ZNT4^NUD"N;-^1O_0-:V MOX&$1PG+>^<&6/OF_^K1URC]V_7Y&3N_]KHGUD9R^Z^\FH%K'Z:?7SH5D0]L M0/+VYPGM&+'_[V0Z^^W?I$'WM^1?_/\[&B,.#)PP\G9*AW-W_C.]=R3+W=^, M_&XM_U7ZK1.P3NFF[W3SM2!F:Q>!E#_Q_X5QO7PCW_-!_$7IYO_JN&%RU_>` M>:E.N*SN83BFS7>)U'!*1GP%3Q%M$KIVBRP63#+KN@%#9 M&3LT_'FMA0E?_>B7AK),^1TTM.9@)?_`_+S^FVOT)9U>`#FHJ`S M!T>-[Q?.$?A]XMJ3#,^O8-LE@I5SH_BC(Q+&$\FWG\+#<&+_D9>CFK%TS"2>?5"[XG=SD0 MG]#\HL/%`A>2O"1'6?Z&Q:?[!$B*#0DP&$8\?`Y!9,`6-I])2\(J3 M9W+8UHQ@S<"BF2OG[\2/N7\"!I[;TI\[WVGGA;Z!\4NTS,7ELC,ZXYMZX2_. MYF2BL[.%5]J&;XG#@N^P[?\__Y) M@@\'7O;OO+614WK!_C?_K?3AFB:`B4K,]+)[`,P[6[*MI]>DSSC">_U79<3E M?%?79O[/8'MOKNIJHZ2[E7X(J$\ZTMQI+ECPE\+KYF<@AIV;#K_R_,Z=/`X!+D!RRP0MS^O M$"H%J0L,\>LOG4V"$I96MN<"+H<%PLN?%)+\!X30G@LC'[0?QLV]`5'BP]\2 MUA_3URNX'IXP/$4+AA:L%1;L+O!O-ENQE1\+GJ)FQ@;7B8F_!E@RB#F)-Q_2GVV/+%\6WA-G MH!LN`Y&V)UA.;6DN;E?VB=)?@@@L]`4"]5)8_4(]%Z"S]&@%H0QR]3=/L&]4O\_M+AHQNC\%:: M9`W\H.,%_EN"<`ZOY*5[Y`8`PX2G&[.R##\GR45Z`ZKG@W>6C%K4,^N%SV0E M5"'^HK,\R/K]*<*+=?C_N-'$]6LZ)$F>=;;FS))N6(9-20>7.SWMY<+8E&<( MG@OMER<)`%1.G)NX>&52(9FIOU%Y']4]TN`>X#,C)87LH_C.6UJAPDOJ<0$@ MHXQ41:+1<\.E)CT"5$[2M4[G9;'B9RZ=1R>QP_"PZR5/%&\A^7+VU*Y3T'8Z M#KR49QV32QZ\@P$:;/BVS<>$.@UYR?2SG=)$5+P@5/,?!4>([>-/YW')9$`4"+9;HC M3!JUJM\TNPX2S$K'XZ8WE2?8W*P^3#F!T4FB$3[)YZ;W.-"S22'B-'M,[:0B M7-.Y46+^@=Q8NC;Y5,[-E'S+P)7/;Y056F?QR\I?GPTHA@7/_;8Z&7(/8=<4 MA,DF:Y.)A?],0\9\KBM,@%L*QP`%X2SW\HKIKR*1]3,/+V.^=3&YA?,3()-$ M*L6\V7(T_J\TD97A$MZ4_)./!#-R2\(3?+.D*=_UR=TC4(>5J92'[B M)7'HV^+G;"(../3&?TI%2EJ>6I6D'T`$3H12PB^5$*+2*%5$FO\K:R.97X*Q M'PR%0TH33YURY=[R6%^>9M M;]`]R4PG?PY\B2W1QI9@:3B+2@&.-%12YL+[:CW,8]J7=1Y//X0=4%E)^2G* ML_$A60J0IR4*0^:F!YX6;*+^V[([?@&[RJV@F^9:P<1/")\_@0GE=.`YDN)RUK'2\+9EGEB9Q#GDA$EFIY?SRR5T M_"PJ<3>QZ__25:;<7Z7UYN=]D`?E+5AQ4+R.@_8Y>W("Y024,8I)*W)&-)&,;3 M66FY!$E`E7PS]<7XR)$4BTT^2](-DHF+Z>:SX@E"2R*GJXH2\1*OJ?:A3AIA M=I*I&G@@6=2Q2:V;VI,E.E+O)RW5UG&2RE]9=.(&3O[H+QTU3-H9A]PSCB8L MB-\F0;B)3Q?Q12/\:^!X@2G[N5-:@9G: MOK31TR.YZ"*N`K M0.GRXCZ``XR@8?SRU])6AC%8]FS8W;F2)HM]OQ/T/C(J9N'8\2<:^V... MP-I=,[:KQE4]COG4`9&@A#9%<`"R5)I?_\XYN2!!D"(E@12IPBS=)0E(9)X\ M^ZJTHQN-6;LQRG^"%XK\_I%+8]B+Z(8L@=::SAKR9+)'V'1D%I:S8D*0VDA) M_$%.%/`3TP7N<<]+ZH*7DXNC69HAYSQ'J0+F&]`/'`06A4.M9E0IO9HAL\,@ M[@@/416T64IJ6=Z6MQZ2D;SVRG2W?H\2LS5_[(V\3&2=)EKW0;`3(H*&08LH4,MA) M#=21SXEF"ME12&,2N@'<;\*=43[AKS@Y&,/B&W;EZIVUO':\3 M\GX+?2NH@S@AV\;R3#351\_8]]'RR/JFGV`V8QC%\/.!F=+,".9>$U;^5#/4 MH!O),<1)(S>Y]L4AMUDI?%*6F#CG200LG^7).=0)/LR%FZ]Q`3-_G[&?OT_: M,5PQXXF^J*;@(R]5YMLITMNSG^'K>=Z+Y2""!?7H.PS.@3925ISA(+9.&+(" MW>-8%:J`0JZA2GE,#.6+C(0>D7__8W]1[$U8,D2VA\CVH9-OU+@3]Y'RN$8M MM!Q%JFTT@U7;]^]7GZY:MB]REPA8S23[_N69=P-%#11UXA2%'0%'O"6@("B0 M-W=@(S0APRVD%6`0"?:578S^6N5HQ8UH5L,%:.-@91`MM=;_`XO)[C$9X+=\ M>5]6?WY/MNY`9P.=O74Z8VTFB22HJ\):VA-O-?E4"E2$VW_`K4S*NS7I]A\M MZ<8-VPGR#)7*,0U46R/?-(V/435V]NS00:C86"]9\UZ'S,:\LDCC!5L@\$> M&(CEFR*6O>R!;52C&`3_GL&!UNP"(B8R#0:]?Z"G;X.>7JCW/RZ?_N/J:1H] MKK,LE_#=UU+ICZ.^?]Z6$\+C_*TX:+E:U@2(EIH@G.D9+%1CXL9#GF'.&L;9 M?BN_\-XS&MX%!M\0KIBJ@=%^3$S!KV#=,<4&9:R"W>26J*Z(C;-(W,9'Q(3, MOON,'.H>_J!X9[98``U4!:6DBL!P*W@Q!H+.`)(LT$&0%LDZ`%:>!#7BF:$B M:X8>6ZAI6_U`Q=L0J>P)*/1C)P?MT,VWMIG1S@GFX_W.DV%^!^,6H-)C-IY8 MN6#-A&XH29]2*%_)5)]BS4LOEKJ:/U9AY=5R1TN306\:]*83UYL^YE6]RB@1 M)<<"&UXGELT!Q2OL)DNA;>I[5/_T.+8/EL1`$6^`(GA"('64&$USDF33XBM: M")5,,T,T'LAA((>W3PYQ/BNHXJML5Y!C=F4Y)B-APC*I!VH8J.&M4T,$YDL^ MEIU_R,CAE2$/E#!?817+45P\IY-"_WXJBH70Q\.:E;85R(MV$0/K_-H!)::/ M=\%Y(2LWBKHI>D'C?<;2U;.*VI3"1\G*7%OW.L?T:JJ]NR;^PALC4#G-@O:Z MR!YX>:1('2^P&H)[2Y8/E-\OG"*L^J]5FLBJP906"[!-8II4K-/:/SNB-(LW MGD+9F2SB5#^!+6$61=6JJ%'^SO)7Z3#/N!5:3-'\N0*$^]ZH!.VZG?6UQ'5L M68QJ3BC[N-,LIVI<%=0;&&M9E)3R.^P=<#`?SO&)ZL.CK5/0_]"4(];E3!14 M,+BRNJHM3=(V-4-4NHXUO=*HF9%2C'\U$LX=Z@Z)M;0/"UE-2/IRV^M382]Q M;-;PA9=Z4"471UGQSINZM=_70(8`R69UR:^H9M7!\R5K80'T.%]1^_5'[P:; M'XN*.=F_3OW(:B'YD[@(YM?E[3FQJ`[^[Z;*)6Y@+Y*KT0=D&)O>0YMGA:B% M+4HN9-$XNL_7/SZ&I:^;FKX)8*3-:0#EL>->!JHQNU$9*?9FV!LGK].I2-4A4E<6J6V:]R>&*@S1WP MZJ85:P%(P!&P8OA<5`H086'XYC0O&$-=S:G3"\4G>.6]W#;WBM+#LG@6MRUK M9Y?-P@WC?U-4P^,7K`A_BLT440QN("6B(JK0%F5A@/L3RC:GZ\N6[7:RF8"Y M8#J-,)$5JW1!?!%5AF78ZU84TCYP[!/%3*/Z-N?EJ`H"9G5K-632$K\N`'=6 MQ*T)3?]GE57`#1D;$!R!H>PWQ"V[MU&S;B?`,JAB&B#:-`&^V"5>>.4LJG2- MI?JF(/:4_OGM9OBLX'^%!>]K/9KEFRJQJ>V.,$B+_'JKS>/QA[.FT-&>RD/%\K4B8<%KQ(]5F0)_M%/8`E# MK&\*338SWQ3H#L49Z.=.FR2J3=>98]<[52LI^$1MJ'K@M%@O^1#&O MX>LSO-1B*EK![/(=G=?5_*Z.4,'+6,V6HK(8$+&84SM"+O#7N#\G`_E7A",7 MZH>%TJ'34EK)&;32KPB6!:!6POJLC(+&9U(?[J3'3$MA*7KKW2;7R]!9#4@V M*:FUDI*B\VD)*)-5DWKT=V*+K>*;X-/?6Y6EAJ;YE]C"4GEF0[J+_+.N@_;$ MK^`R;AQW4BU1K^-"[73*]1OX`XYC6A43XNJ8"[AIZQ$(G*F8K?'=N^!3].[[ MD:/9EX:]:Z\_-AOVQP)X?L9#9,,(3.TYM./8WTAH1Q]".WL>]*-0 M$)GJ-6DHNL2./93Z.[H3O%KU\+/TF`LP?NZ9+W_6-'1:2Z2I;ZDCTS5*-FI8 M1]XUD(?B7:&S,#;1/,Z;:&&L]77BK`,A#H1X'$+\7;1%!-K!UG1@.($,$@30 MQ)LZQ,7]BQSE?,&]W2'L+D4[LI(U@2>8:]^KB@!>4\&\$7 M)QBK*O.Z:7+%?GF)@I:J>$IJ]K>>2??(M__KTX>D_6T4KT4UN<1.P`_;EVFM M\OEC:Y'7S,48>,3`(XY4[B,:B'%O29TWGAF0GQA4XQWEF'M%\0D?-2^G$O MY_E-N2Q(BL,UK=#2IEZXRU4U'U5(-LRVI5;%,I9+[7>E#UB]&C%;"7MB;OW& M^B<:AL#=S&M?NI`^/^FJIM:Z[=DK+!+;%A&_O?1F.Z2QM'LLCI.O%1N+5[98CUV\FE-Q0D'V,`3\`S. M(WWDDQ6!586,-*"XKB7X\C0K*OYY46'88M#,RRLMJPVN=<65#H_(UI_274[C MBX#TULCM0806R:&/3)MW M8XR#797LT"[2MQ@6LTI9%7G:1G!1-]8OM9A&!KR!QJP)0G=135J"I&O.-Y8UHI-U_'BJ(B\9;([&UWU3UQKQEZ[,0!2H!"6FTEIA*UX6DT,*&ZP=U/C1;$E$'V_>+GM2(5%UF M17D(BD!C'G(B63"^:0P/%:Q7HD]ZSFK;49B`T,0D.)2K0NV0?)]&E!3S9BQ$ M@3C0YFTT@T5HTA0#G+,$.:'Z@!B]9O%LD$/PSZ*^90`0'OP6=^WJG@3V=?6Z MYC-81`(>%[FD-J/DATR+Z*^>P.I?CF>21;&8-F]GP`#HVZ7\<#JOY9BCP+F$/,A&O>^.,?*"P>P>\UZ%X_*`)OQ(05`;-Y M`PF`R39F'+0G;6Q5;I@6U+@KX5FVREHG_Q#ZG*4[\R[_D^5`4UDN"_*8JYT\FBT-QP!Q.>YB#1",0M! MT=`:5H;MZL=BH"*?B5K+>6HW>7E398M;,I,09=7QGXCQO MBZ90V;I9,2;.\83HA6)J;+H&_S4?OD5R%'D-/D&7P6ZOF'.13&V#9L+05E*I M)-W).Q=)6LP858>IO"D@Q\)4%_JMVBQ5-)"Y+C"9"3E1_I5E@T[7]6&>HU^+ MC"TVQJ/QT#72#X';E+>P)#O.G-CP'I(4:BJI'$G;.9-X<J-J=2!BE/P4N"YZZK\DV:`,M]`,TSD'">D=#.^Z#?=UD0$EHBR M#/DDS9[:\;R?2Q%$V7;TH;'R(67,&-,6@?D]_&^NSE);5CEU/),.4QGR%$*6 M245&6(`)\_(._LA>NQJ%0I8OV7![I3[C7F).IFR$4*)I9O66+_[WUO2Q2$P? MZ^7J?]\TV4RIF)3SC#;PK^!3-')UXU+76KEIOY7S"NR"BBF5'\MZR>:]T8\A MG_C63D=K#:U5EE4?`O3Y`1[$OUJ&MO[1Y&M!G"$NZD4)"#R*,#CRH9D_M^.# M?,G6!_M&L%-DQC7.+*4KQ0E;-$4(RA_ MK@7VLTM"+Q3_8SZ:T6Q?==+BC$U9KU=W.06(V!-\`N06.A8DQ=-5V11T*L$6 M_0[70H5-)\6IW!=\LQRS&)D8`ZPPEV8F_=7H[X1=K0^K-JM:#T$N+3;_;7U] MS/WA=#\1=,^_\J#._VZ0G.:7$CA:%I?")EAO3EY4SNHVZ'`7C1^WV1M3&ZF] M23M6I,Y%%<-"<=!W02XEL>\%J))\BB1.KN1CYW$JZ5A\E_594*VIL.01EZ,CWQ!5;C2\[X7[ M93RN5LQ[N\XAV;!GI!*1TLPF2N/0VGQ!:=Y*+J@HKUFG%[-#1?,NJK+DNS;%`J6)BIUZKA6U1 M-CL,PV#FY%Y[^@X1>5;\B=Y%B=WE:DD,201IE<:;8C`@DLJ8L%\XL@C[54:R MIKK2AKD2\^B6>?/3R8:9RFOOR9'$Z]RGNRAY&*V:L3&L M#+X,=5C]ZIQ\TA["N10DG]^"24T/$)E;2 MH&XS9E5VK-6,\?KX.2M`:C6/Y0H$0!NCX1Q::Y)(,:65ELG2;]0%GVI_7](YB.S>B2#X)]#X213J,3$YEH=9WN; M9[/E[9A4/\'6^//,`)@T[Q&"8CR&L+XBA4*=6PY2+IN-5TAY(Z0W65[,=R,4 M#/EQ^=#FP>2J-T>DS#\ZO?=J]"G/^?1P3>F4L=_,7_X=H)6`=>OXG>0N(GF* M[9)U[?(_2)I,6=P%F596S+XUG'[/=-#/V5?N)8=_@:7&DQVV^+QZ\&@LLZ_< M"J'OTT5T;Q.[?H!.Q7T<=Z@BD6@0D=CVD&^<$-PD*[:X?NO/HXQ*VA@^<1SG MXE4LC//65>1M$L76U!/>DTH99JXN4XJ<&^[<;(:]2[V^*FI>:HF.-\Z3`4"S MDK1]^K"8<"P#DQ1HRI?W.==_:=WY1H)H^3$5YRX9@TR0OA6<%WC&GI"V!T%<)3L:A6$\K*A6^AY&..4!8-([;$:%R563P;LJ6Y"JH'-`#] M5K3M(0#66R'(;+)*ADQDA@9Y2$@,-\X4Y"\B/LQRT4NN1\G<45#N&[)\$67F.J?$EK]:FM^D'%OP4N2H-FH_(#B(D$G!@RW!_(&= MA.5@;EL'SRRH15R'XM)O^H9M..LHN\DP!6H;%\5-X'L^>R&VRMX'H[B-6$+\'BQ2O3`6M!?Q^/I'`3`1.?,)HRXA20$?7;/Z+DB M6F:K4OLWKBA(Q-ETA5T]5T&N*[4/(%N&NY38RI0>AXM1:AHH0;`7;L")W3_A MFTTCI7P.YV>):ZE$@`T?J=LP%/7E7>-PAZL4EUI.E!:VIC,?]2SKZ0'RJC)"$2(DV/4N7NR&/59`$Q#^-7 M=FV4*B'M=YZ_O\2R&GA2I?]6\0>;N:E<#G=L$I6O[Y1\NK"A<;%@KA9$-M`" MD!W7J[P[]8\Y9/&Q]@9:*4!"0')''K[2R'_.88'?DBK<:E>X)'M$4WUAIYQ1 MZ0A>`5((Z4_4M)`83E&!PL:S/W_"ZF]4=RY$9B8S4.GBN"%0-_ZT.F]?/$,B MO,D[5LXFD[`8(IB/3!L31)(A$7HI8'L[XR"8D M8^:O;=!!E>@`GNA^3>;@B:6KY#IGRKK:54CAJ\(5W4ZU6\?&>C;GJW1!,_H8I8GE$^9('L^RXDY(R27W?9*ISM%D!&"5G)YB M)N3'SR))$D,613U>U37[)//,F0?QS*FB2@T]$@DV3FIQ-]RF8,9# M.^C-:ER5)61;+Q$G9/&CG$HME3[FDB^VK6!6;E;#/:48BEI1?UP!\+S*-^XN M:TZ^)UC>3U2&D&?4B*3%Q$GB82DDTR+9+RA: M(*\?>$/QA>JM61-KR*]S7M`H;V1X'@QM4DY#5/DD7` M;]A:D_R.SX&U4+(5Q-BSE3D!V+`+\Y MAARA2LYF-<,_$K#[P!YCW*8OMMQRFP%G@KM@5-\T;A89`J*^AIH,:KQJ]S9E?DZMZ92HAT4*VX9[>213\9"U%(1RN:S%]E$)!R MJUE-*F!9IG0BJ&^1&;7WU/K(MX8\O"U:C:W-<@"^<-`%TI!'21)FDU&<7_>& M4O*KE?+52E7YEOQBOI3%6&G!C=W!6=?O:QR!29GA.98*_L$38!8Y*R-2/*3$ M_%K'N<[0VK]>MK,K&9/D53]9=X<7:OZELH0L/1B#O"EPHBP67%%2T/843"&7 MCI)J>588^1&'!E>848016';GR-066PHSGX-_S3<6\ANY^,9&/H,)]`N64+9X M]&62C$U")SJK*#3;*&3,O0`V*V6>R-[^ZRY*F1^D5-@+LJ!%Z7.LZ]_N\S29 M^Q-L>,$3*YKV*NA[QXNX1"22757"53&;R)03]4V*M&2*4^JE][)O@V=+ZP4# M6-CEJL$L-30R754@Q5855Y5.X=@D.OLY.2#8T7:=SWN]K5_0ZWR+%6Q``N@Y M:!0#(*1JV8R<:./S6@-FT@+88!^1,":U?Y;>6:W1(*@0T]4,-,ZI5"64'>PB M0(E!(LV";Y;]0OA/1.TR"PBR<=LQ2!\E3Z"A6;PZS-#DW_1]2NCU[T?%5_^13>NS)Y! MSY7GXDL.)O2WI7)&Y=UBA0+A$V\UUI_E+)(PE&9>[%--5[,F-L1\D[+<=<7* M"$16_0-6]@C/7[U:,+\:!A'E`!`6-[V[0_>*<'HZIG118@8U[N%[H)?+Z90FFO'7F9^TMHL84V6>=?+39`H:OXA2M[) M%D33E!,2B1^4$"NN,29M3E:22)IC+MD)JW8IZ&-+IG!1SBPB_FRF-GL3.U=A M`]_]^^*FRB:L&@VU83&5Q+2)BF0O8G-NN\$IC3YZ4[0I M&E+R>G>U9*AK%WQIRN>[+%ZX3T4"(2648A>D?'P[9TV8FLX630()6_$:[[D> MLT3$YHT+V1!&D#?O>"?\3**2@?"NBA-R>8*%PHE!<) M1BK0REB3'"FMKZCXMVYS&3YM5J`K^4Q9!J@,>,E@)(*:YEB(H*983>'QROC: MS5R<.[@P/805'&[8(>5.*4R:9%Z'>5;"M&>INA1-4-*_.YQ5W26KT'WLU!76 M"2+K53E[NX,-5^V>P+7/%]4B!7AC<4E=?'NJAZ?AT)(?;I2,Y^G!X]ZP/^0$ M01)1LAMRMV2!I2HW`)0EMF(8(*M;;0(OL_*>^Q%F?JQ MR!YD/@SK4-$NS."6->N9D,TIGM]*E&PUKR/WWD"NE]L6AM]6$.NO93FA'%V\NP_DRWH_IRX3Q3+G MSJKW\R66O2!3"[:Y_IX#>?EM99H.JP(2;4>Y;8_V>7MB"'>R*0GZE,TK1B^W M3E7([==*OJDX([/P16Y^O:)>RJPPG+K1-A.&5$L.4_)YJO6FQ"QN/-^TMR'! MRAR%ZKZV>QJ7E%R"N2'<8&<--UBA/_LEO5IC2C86\K-&[JVR)&!=V&=HR5LH MT_.L)+/Y$.5AWXLAE6K!RW3C$?&25-DH+^=-6?1_B%*F#1_4.!Z'+*W]GAKU*(7RHO$T[Y]VMP`&QQ!HXV-RF,FFPA3,SJ^P!5D3 MC56CIH62-:]$]EB[J4Q^@A4K5*QDNKU[YE_]#5-51\%=CCFM%Z._SZD+]W_` M0Y/R[H(ZX_RL*( M=4EMF=:G2\AA":(G@7@+-B>:UL"G20<1/:2P(E?T\MOP0='4KREL40Z@-(&B ME\0T"L:<>8XR:C*RDAJ8!ZE'(L?Z@M5M7NS(9E/'8";A^\]QT!JG*2>M-%4J M:U!EM3?;SH=@DUT?$*#(+XKI@XB5H_O_"S+(9IC#)5?/NT?_KKC*KRY$(XX) M!O&6E/=9_T`2J"YXUXPM1:+`A:L*>*CLI\&^`"`J[XAPP<;@G>LK*KS)E^.K M[YL#KMV].""E:=`@@"WMN_Y?W>H@(J+ZS'&+/)82&E?+65G^V4"\`V;1C5]T M#A;#==89'9_R)YK+L!-=X":Q512<^:9`(/'F.3..<^?F9WW3"@*P> M\T)VT!2U[(AIP`9)1%6RSP\+TJE]029Y?D>MQ7D-$YM"(V'U,@WG3<>X-_!2 MKB)TA[JMX033&>JV/M%Z`8,$HO%.D\34R-H:DT-$NGNV7/O`A2("6&F<3*2G M%CT-DT2Q0)TVF!1!G?%OHG)[7>'9LL&US3QZV%V085IDC5&G"<%421=6)5EK MR]T1'W<9=G7B30#:KPNW!1M]18UVBG:5P,:-`<^0(.7B4IYW71)^WKJN>BO4 MLD7V_FFUK-J)/Z)-0/M!RL1A#+T@2F[N2`Z.[%ZFW)-Z3X]O_T*!*3RDGNH> MJ&4)QYB4]W.A*6Q8C.1>5^W&XF%>#DQ%EA(Z1=WI4,.+"`C[US"D:.#`8K\M M%?(4.GOUS8M2RG_:;E==B)X4V!V@N<8-5\`AO<7F8;>WF:(9XF\LO*$R$$Z@ MI&6OEF`__*^0^[++*K=^V[C/6]0HKB/^AS>8?O-;J5Z(Z`U+`2[E5I2>K_M: MUH)7"Z_;%'0#(+5-SK<1^MS0%T;_:=#*&*Q[S:SFON','#PM`A$IAZ+CE-#; M9&+)K!`-E=DD3M">F*&VQ"1&U%U%2T*9EB8NB@.?&2%4(L5:ZJI*,FM,RAT+ M(E,#'3['/9 MNGV^\6S=[;F.X[AA.\.XL@\:S]Z`KNCF:1RL:^Z\W>F<%SS>T[9&=GAUV30" M-"JV.F;1GS$6CIX?F?-M_SGW9#?H[M#V1PZJ?)J M*P8IJPBTQ./\J`FTY&B(/ZN?F=,HQC8JXS-RX279D#A5BS_S\SOM'?U<+ZBL MB'[>`)G/!3:F^2V_'_U>WF7S]9TSCQ?;9+9:EN(7%6V+?G-?3):W/_K6E6&9 MOB;^P_O7GZ[1!*PN`>=FV:+.?Q3_Z%QFZ[40780S_H M\N$?EI/FG]7&)6AK\,Z_MA9H5MZX6/.>]\SWGOL]\\C?T[7A@,,!AP,.!SS_ M`VX3`?(M4XH_T$F76*["11!S=`AI)=P>BZ\CRHL:"66I):_7G2+JSWP%]5=, M6N)O-DHR12O87Y5X3FI-)Y'F<[G,9H_J/>VK>12"!X#0IDM7H(7F!7H9?[PM M)J`W]:JX[ZD7MN$S8-MCV`96A34@VX!LQT(V>T"V`=F.A6S.@&P#LAT+V;K! ME@'9!F0[$+)Y`[(-R'8<BX/8KQ?)7C^]=5Z/Q+,^JG]]A M%._=#_*2/-P+\&_G4BJ#CP MK_U=7%>]A1S/&V<&]C6PKQ-!Q8%][0TJYZK;"6U@7P/[&MC7P+[.@'T9UF`] M]L._E!#^#U3&MO'Y4R_V9#_BXX^WKMQ1^-I3D\I?NJ7`36.B1X?Z7LA!5>VI M,DU#JF[%ZFT^8Q7*\,;%>M6RTB*#AE,]K:BXW9J2OH?=ME8+WE10#.!29_R( M-DJM^N-@WGJ;]_3!V0\U[WNH]"1D+?-D"Q,:P`(H@^V\\F8W[28GLEN7^`:; MZ[ZAB4_6V0KN5@Q.HI8AL009U36]WGCE5-;GD]5Y/'S:2\:8E=P4;_L\K$?%_6GN)> M'2T_[W:H>=(URP'^_^95V<\MRF8POQ";?O_^/8!RL<)Q976[ MJT2*Q_HO<:Q4-I3%ML?5BAJ;=SI+$-M'MKFJ:V)YXCOL&]\3.'D[3;H4*5VR M2:%"_VKT@3&S;X6Z.JSEY?TIV%8-[\KI=ZOK?9`=YFA>LGPW5^Y M!][\IQQ6YV-&@_;4VH0U-8(#/?.U0?R]7/SM+_W6[`).:;LY+V=4O*DZ:\]\7#[5>\="E4]1Q^$V MFS)ZUM(?%4=Z[].2%)8B9@+1#"%LT5U\062XZ#H)L(=V#H<4HR];:C?BX.]E M-KG/'BZ4_J_8_I\A1ZN]?J>[-_86^ZT$CJ*;LLVO.M:FF2R@#+A1D9(ZV`9L M+,7O.1LV/\?6Y7C+%R?A5O@[P^\[,]_@#DR[4R54.8:4)B$@**3J3B8T\W#U[<<+%W MRC^`QO^$L6GZ.=H$>Y_/N_).R&QX36G<=PO&75:#?AQQO#T/+ M2=&-4K*O8#8+^:R>JS$.R'D_'U^U!IZL/=&:?*(T2Z:.[L+IC!Y:M!.H32]@ M&I\*@(SW9<+TK0C,7YD3_7E"44&Q]<\N'2<%22&$!$MYUG%ASY-$`%+BAPRQ0SLG;MU MFJ=HCM0#<5Q((0U^N4)^Q*HF&A(,:OO."%^+^E6!TK\+5\*:N03R]11B!3`11`# MN'\EK;D^9S)5G&J/QM;!8(-?S4<1S?@:/Z"?:U[/^.S#7JX09W=DLUECH=8X M?`H#MX2`?[_Z=(5A;K!&@&G<9AC(R7'@#J,IBCB/RY/E.2P?"#&(?GYE..,W)OZ?1XV M/J;RI_5LYER)[-E\$?=D(85:# M]@K?0JL4Y-Z82ZR6"Y%M'0T*+FKG*Z)D(;[X)&G:7(V;(ST#S%Y*X9LT-DOC M#&=#UJY&<3%;XU>?-^>$71.PR)1H;[LN9VA)94M0+*Y7;+X!AA89+/A`3*;6 M@,U:C-G\>OPC&&(W5797DZ`7LV>7%9G6#_P9-B,(%Y3@D8/IQDL696P.ML=' M:4CN.9(6O?<'&R9>Y=P/A%YP/E*+6QFH8,$MB*Q`];)PWBP8=7C;L#F:QT90X-CVK'AJ[L!8IA#G:A^LS%?DH0<#;.?96`!6 M3$]6=JY,`T1U&)3>ZDN!'C.<=:UL\)(QF,VH21OC\V.9;?S8E9VKJ_<]V@P, M;BP59`VI^6#T8DI(RW,)Z,@<>(OL@$I?8`'?!^#GA;11$5Z-0".V,3YZ76(.?X,=CQ[I0;/ZV'[N< M`XGQR>9MVN0`V0/#SE&V[*NVD?9UR4`-"AE::WTZ;3ZL7==8^834%O@=U&-0 M-^"9.Z3:Z6I&PR5Y=H%^D.R"<[Q8>H^J&U10*G;V.H5L!OF:?BQ3^V6XKA7[ MH8'M';(;\3C1A%+*IB-8&;VE"`!0N@!^1O$C MU9+'-[J(,N18QM!:.Q*H0[\D]E[ERX*%>D8YW%C!\PEP8-KXMLB_8/KVNCR3 MI0]\SB[GFS1A'I4&P=+D7,P=`,!9#[,67VL?I?,5=;0U/2IN M!>Z("5X*\\U9+11?2B@PW#)1#[3IKMO!*9ZQJ@)4V13WN(_NBLFB+!!!Q_D\ M`U8BU*2[:XRRTR(*2/*O6`!2\TH1&@-Z^[!`6V&YX>_H/<0%5G/Q^TG;JF4W MMN4^U>TVE%\+GK;U:-O0IFA/^&5AD\_"0F?7!CSC"UF?W%O!V3Q0F`KF,V8J M&^TTH1"R.D24,QQ2W!V"*,_,O\<9$(YME^Q&N)CX==P"%%A4J;QG.%QOHJHM MB'W&$-_;5F;0)U5>=0`T-KD"?)Z5>-0[4'5D2A_=J,9T?1<=PI.4"^)!!(+6 M7Y6G9A&_YP"1P^B)\'M$B&:C7^&.\U&45;-R71Z*\?!B)3#.R[JF;"%^3()U M9U-7%'*O%NB)9Y-YR^W5`HQ,>1DQ6Y_))YFXU%E?G8TL'5:;+[/)P>#L`-E[ M=T'FWI`W7^4W\/0L9Z8P*)G<<=3="SE8Q18P$[G\PFHWQ.9)I:@+`#%G-W"1 M@#OH+5"VCF+WD8LXGF+"+8&3T4C0)$"1*[QY0F?,1H"%S+NX>2TX`AO`W60P M7Z!3>H:^S8-K0;CD'6XG7`/I>WZ">#I:7* MQ6@:*9SMGN<,,;*:8A"I.*UU@S@C[HWN/U[(9*$`-=9FL7%:$YI6ZP7 M`2;A",\L/,C\I6?H>-\[.VM3)4A/'CX>Z&M<<47S";7UB4@3D7E-1'$J.5\* MX0N/(M.^4&FSOL\6Y+>N`$%1B2EY"P!AX968O4N_!BU,>`*[7V795)UO\XXA MJUI1-#8>"3&ZF!;<*%2_RUY"5D5?IOY!M)]B7MP!S+BZPB.^@(\W+-N7QSUA M2S^P,`:Y=-CCBM@1^H'\!I(EJ7@\>[/9+F/E9^FV%B@E52N**E+H>_-U@&H$ M#$7V?Z'N-FK*'F?EHL:HOLUS7@K+\KUY&EUKR>5Z`Y1)2SZ*:7&*$YF$M0CB?-)^04GM2SF:8BPE* M,%PC2BII1:C;H&>E**@Q4^&.L8(G'Q,-`M+U)W`YEUSK%S[;IJX;WNZ+PG$[*;*N;"3ESG#!F2D\DZ+KX"-]/0DOUX2TOR&TA&S MG0Q-UVAIS#]`LRR?8Q@=^%S.C=X,E<&\(9SC)7!J/5=6D.P$51+Y?=G`H.E; MJ=L7"!![]!V5B3882K\DF*C9:VU((BW(=%`)UOPK,'[)RN2U*1X-NJY::K\E MLZD?OV55L2BG4]'J@9,]*CSK'A.&!6RUYC2=Y"ZV`GW@E_?AA]]![E'+.'Z* MBVYB.6Z-Y"]^\K)U)(0(S_=072'\C8KYX+"=&*GT!3.HV'&(22J;V>@%8M^9 M<*S^@P&/9=&5XQ5+=YC-F#,'A<1ML:AER@6^RPP#1>1CR@5;LUCF=SQK7^84 M\$4Q1:`$+;O@^?BD@`KC7:B"P":C;=NO=U\PH2J/AXOBA0T`;GN?T!R5J2PU MM6*3++3U22D^/@L@BB+I)CD1KF.>\\9RY;P`:Y!G86#9VTV)#V+"!H=1,56S M0X"5BC48QF!//%Q\M>%SBZI44V-E*P'WO&/]?7>T`%;S*Q5]L?85+$%MSGN3 M$:-&]"NO_\E):;MEU,8\063"-B?4?EA[G3$/2O.?E6107[9701($9OWUHJD/ M;?U5:,NU*)]LLH`6F-53KFK,NP$*R!:W+*^5^'+#-94C M5DWT7!3<:(7CO%@LCWH8N^^J1E,#)[RSH`O#NDR6TI>4E'!6E]:M M6\%K.EM%.9C5Y05W=;]`76;^RJI`16@#;R-5[]\SD"K5`Q;E^NOJGN8]IN[) M3K`OUO;NP-:[:7IW-5R=;9YG,,W5WK-*,(LG+;4_QP,*--_5HRB0HXBJQAV"W82.)IL< MNV<1/09$+="I.>:!W<=5M3:5K*ED%RVD)E-C/,YGHFD8Y:L+KH)HU.WPW6_'.`?J5"72VX7W8V`5"GG!6J<#KC0ON-)SO:>?2^ M"\[)0%2.)%2IHYZIYU8!CQ71-X[8H9I^J*8?JNF7VQJ3]9>SP:V;=JK6@L]U!4`;*6GRR_HQD7@GFMV(H5[15D>6A$9O+[ M#Z/O4!RR"#^8MCEUIOX*N@M]X?O&EP@*0K$`LZ7D>739Y$LV7V8W.7H8>3A6 M\"#YY9EJ.6?F\6@Q`77>JD#G0B\ MBO0#%89LZ$6)18?_JS8MR%@>WR6;E7-;@)I4C6\?N'=4_JR4G8+92E='SMRO M3?H)SV\IKS&UE)OTM"W6''S>>7(U[SS+:UXILY!VQ*,:^QP/HT7E#)T3/QZ& M>#%W,J^V4JNR;&O$G"96X22//ZO?Y=WC6U_&9^3"+(X&AM",/_/S.^T=_5PO M0,GF/S^]Q3T@W4TQ9YO,5LM2_((-`:3?W!>3Y>V/OG=EFX[MR?_X5S'"#%OD M9HLZ_U'\H\/LFE/(<6#+23/6S&R-.Y.WM7&,6&L%VMG/[PS]7W<.3&N/;.,O M6L]\S[6?].*V[?/;VC(XC@&7#\_KCH@[_H3'`PV:VRR?>&=-)/I'Z?C`,Q^_ MI9F8)XUQ._AN+SA'V`8V`^@>)%OW!>S3Z!N@=4IS6P\Y/I(3<6\(>CI0.S/* M/AW`'1+=/G2TSA7F-E.Y^_^L2C;3;)$K8P*=C9G^:+V MSJ,BO.?J-LW\,$SC9$08UU?[GO[4/\X/H!I`]710/5V4ORT6*AK:OQW4&DCO M>-CSGDE=I:E=6^RJF0`[OW:#.CM`8*\F' MGY8S*D.4B\2GL'>1N@(JO(EVV3=],91 M^ZJH33QPAG*]E/M84,\;Z@X]PGQGG+*G](C<[]NL*PFKLKHTRXUC!52V[=6!2!,T+%(-A.Z1QAMTM9*?3 MIB_56BE=D\^\+74!H:66G>]X030?8:'XO&9%?\C5BOD%*P;L(!MK+]RP.3G' MAS<1$DRMF%.5HNQH06/+@)\A_U,:IE`':1R]18V'_P;8"[+JHD$`JH?B;;41 M73#NLL"&IL1K&YZ,Q,LFA"G=N!!F2BI',,;,0'A3)"DH?;O63B\[:(D.[SCJ ME5H[3XHQ2QM&A+]CTUWO<]Z_A0USS5GE%JOTEUR^SG!&[*'+_AYG_?S?__;# MJKZ\R;+%CSA!HOXP_?&DX1R+*`C[P6]#/@?S@KQW_^Y?_^G]'H MW^1*?$1C\K58TE13G8KBX>'?\^G/[](8\\_^T_KOS_$_)GGQCU_RFVR68.+& M0P#B]!^3^?4_/F$RS6W!YS/'(1LH!I_^Q#J#U5'YRW+R*^70T0N?'Q;YA^FG MV]42)^[B5^5:D6BOIOZU9N^^H_X^=]FL_OG=I?UN5$Q@?\!:+J-$-RPW]C33 MB(PH=5TM,5(K=E/'3H+(M]Y1PSDZSZJ>O/N+:U$L4@%G!PA/!Y)Q/"#]@L.R MG@*@U#`\*T@"+W(LW]%#RXRUU(K,2$L=T]2#=0`9^GD#Z%E8Y"::XR6F%AEZ MDH:^9W@^`"GV?#],4B]UUX&DF_83H11E"TJG^]]\$E'K_KSZQ`=Z!TUA47"' M=4W_*]K]*5!\SVAQZPG"('`=US9L7[-UTW-\+79=-]"\Q')]7^^]U$_#U`ALRTK9$3W;3^,.)ENF[A_QB!/1>'$+]F\] ME^'JEF]JNNUYB:.;IJ:YAK@Z,^Y>'=#Q$XXEMM7'0^ MX85)8+*#N$X`I^E>T#H5]7N0K9BVQZ4`NXS2&%`H/LN!HC==S(]DS#=M(DADL*M$03 M3I].,4X8V*EK@J3WW=0U'-/W7'$:-_3-+K/;_S#*OOHYRXZ;2=+`"&+=#IS4 M]YTDU2PO$-2?!*&W?A93-P][F-]8+]C]^7*H64GHP'_HMNX$9IS$.B=[V[4L M1^L(3TM[`G+!=EZV]<>D9N!$KAT89A#X<6I$89BXL1`I=FBFG:UK[I&W_@_^ M[C]"5C?\"F'<40N/>6[C<.C\J>;<01V[CI>FG^RJEX,\QO!L7[=-)W9` M'?5B,TI2)XB$^/$]KZ,;@'K7U;6/=9#'<"KQ@\ASK#3UP3P$?3HV@U1P;E?S M.NS/L]:MY^.=0WOD')IOI9ZN^4;BVGX41U$H,,MRG33MG,/UNHIG3^?`LBAZ M."[J\8RUP'B4O\D7P@?YS[\)US,%WEK<3C[#4B7H`6,'SPLU6TO\$(2R[EL& MD)IN2?#8=M11,7;"9<,A3Q4V^@[8Z+H5(*-,XC1V8P,`%5N"!&+-Z3`EV]N/ ME`\,HNWG27TK!@/23BW;\L,(-.1$]R(#KU\S@E,]3Y]7;NZXY8D1-:CJUY%DCK4#>)'%Q#=S2OXULYD?,<4SJ`$I#82:1Y0`5&:`79_GVN%# M`24V]CQ=3^TD#NTH"0P]3BU73TW?U+PX[.BQCG8K#Q MLFM[4C_RQ&2!O8AXC>[+N[N"00_?+/D@>.HIO=D4D:0>^XEEZHF?FJ[M)F9@ M8VR>LZO(M-?%Y>AK7?PX+V8_OX/#Y>]&/[Q@(V9K(Y89.(GE12XH-5IDA8X> MVD4:,/X4E:GJJFZ"2AF9J&1J*Y$;E2O7D>"R16$:/B==;Z+]U M=;VD>3EK[3!Z;X?V!VL'`JRDG'WA>3S95Y:-A1D,V!M\G-.PLOH"1\P7=R)7 MB[J@4@Y55=2\"R$2,24R89/6<;FJ&,5?\ZP!2FYEG.(>6<(,1SS+P7B4U95- M@/E@)A;F_51?M5$=*X?9SCG.JO+.;SXT*3:4GH@I6D) M]H?=Q=B`23HN/+7$W,)[3/S:N#OU^[!#!(G;WA.]Z7XB M)IQGDPMJ\*/D!>/N4%A4U%>(_^("^\[+:\`K7?91`!^P]8`SGRP)#YW-?J`N9]R&FW%73Y[:B]1`%FU&%2S$[ MACUUKTY'ILU,&HN0;H4FB,"J]UF%T^RP#7O*>KY>J!NGOKD*-%H@;ZYK`R;P M?G87;&+YF`_-A+7@J:*^97--.16*ZSS8WK>FLH MMS[>9V./:TS(O&[S4/$*`(-3<7N:'FA#B`L-Q.:3-F_$-<%.*IO+$%A_3\P%OM*_-K/-%S_QX[I,WA MJL8Y'V""\R_O,&F/4G;K5;U@S1>1JEAJ8%:,>'+@**8U\?_#D1D$9\]Q@9?4K$$G`2D(=PH@'%,#@?2.YH#`A/C(%@C M8"$.2%#CU(O\GKKPBKY[ZP?FE$COR$/AQU(^F2LJJVJU6(X^2B@$XV4KVYT5 M^>(AJ8L\W#7#]6:[5Z.@EC,X9@]6#R/,6=QK&!*0!O?5J2<1;G6!$A:B;^?54OJ4]@B>WZL%,T:3N9 M4&9Y`^X6CK#:BS;:5/D=:_K*V["+8:XY0;F<3U9C;C7BCEC1LC((-EAA,V1F MARSSG@:!>D?@`I_RQ9+/(9`,0%`RBD>XE>I&S$T)49V!$W^L0"$9KQAF9BCK MF?'>B^2:%E_R7A827=>!==ZJP@!@2!Y!/1?G*D<`^#9C'CQUIDG#6$`MPC$"0L,#_6"))@AU MQX0/B+L@.8OO,,R\@\V`3L2HX.5]EQG@82^]`E[L75X`\`LXQ!3@N^4)0KD: M"9P90F((-5:#]=2K]>!$E2I=BGF3XC>B4[)9?\)(W'O)'?Z0]N$4M8MWS%35 M+OZK1YI.NU=6SQWZI]QPH"%7)!+!A)CF)*+@UU/`:W5,BK!]A:JRWLAUSYDZ MYP!KW;RR7P'83^H[?52`&'UW<2_F7!&M;U?PT?)^3DYK9D+=Y[,9G]57R#1B M+K"?U.C]N$AC]-T67B$^WI*ZYHVBF4\&+`(0]^0U8"6;%ZBS4L=H`B9ST_$\ M2S)FN5@B1Y+4=H42_%=0\M%CPI1AIO(B1:/#FOG`=M,V/B%DGZ+]HZ5UFK=F M'X"M@MV0HT_J=.E9MP[`X/A]`\8PKZEJ+V=C7I:[9@=3OX.V'8R#Q"ZD^P53 M"QI=D5&!:)/>1+9`G3U-0!M&[WSS]+&K_S,WJ,5GW9R'QAS471N=G-K,%K_@ ML0CTU#Y@:P^8^&D9O8X]VJC)W\IQK21QS^;`ULO&2<7P9T+ M)>*"IG[!3+N*SZFJVY.%KD:_E2+\07A&XR2H='V.#NHEMEZ`E5K=3ZC$G&WJ M@M>>XS4A?2YRT&Q8YP!FX*&[FE2?.F,3[NN+)D8#M%VMF@&H>\2-WM-+936A MEA)DW0:?HI%E:Q>C=ZW(W\4[_/8[_M=W;/QN21YRV^4ZY&!C(4X-HR<54""ERW"/Q<;W?UEI499F&-H19$&X5R6$%*#`$"$](>L M'?OA'1A$9.5\G<^_`=#+&1SP5VP2,A]]`7&RFBM=C81H&855-JF759X#&;R? MCZ]8ND<))%?=/-2C:%4O2[3(?VV"=7^MRM6"/7T!.*_X-71C%/W7R,!AYW__ M%$>CWZYBP+-?KKX_&^I'$GJ9NLPG18S'#.V*@"9:3#4\C`P'GWW3C[[ M3DXE6?-]"G]51'XCT7'IMY)B:_/F[X#H[T&VS,N"#]O`46@SV/V2N8I%@#C. MIZ"D4I.DEI?XQ%SDQS>/CX MF#Q<2[GR&%.!@&-\I'T5T^G_JVGZU`K`!JQDK[TZ`R^&?ZX<: M&!V`+O@T#)CZAUX^9'\@1R]52 M#*(I:3YKA6%-Y/!*?R!<&]MM`FX^*)N$K7TI)GRH/')_=&4^C";9779SY+%? MMJ;UH]"`Q.5(R2(@)&%XR!(N\GK&;+ZC'4R_.,S1FJ!"/<8N/$U4@7N'V0\+ M029TV3E#PHF@7THUF*X03=N$#-AQU9`8V+DK8+J4,L?]4"![^9@B$I1C8'WR M-S2[Z#:;30G3$9?SJJ:1GK>ERCLX5K)^646UD8R12BYX2@CN3'F=^=CYCI5W MYRNRF\D-7*-V![NOL"]6TWY6MH]5?,4-A;3<;6S"+7MP&__71$(.;U[$2(Q: M<)&;+QO?4GY,,V(97V`#R5L:#8]=\0C+^$ M;T,=>5Z.5URU0T&V@K/K#O/R\K`C(LT-R[MH,==?2[I49!$?8>'BCF4[!6@@ M?LDHLA/1[0?L]C\I>X,=T7P.XN$;W_Z`LT6N^`IWY/&HE9CE#7G]SUP=.,N6 MH-P3>E\!(39N6]'C--@:3:!F7:-],WF!#@SW>^R;&KRMDK\];IJZRH MFU#E^KO`#%95O5(:UM'Q6IX&NDI$A\[!+OC>X1T02S-N!W"T9G`JFV'G^#R\ M93%=8ZE0$J,*2GK*YTID^/J!K"B@H1)V_2"$;]L/@E8(F03X**.3&^P22N$P MN$&:748"MGU.%>H2+/`S1Y#V-1-22.16+EL>CA&==8&0YN9/<9G49"6G835Z0"I=CO"M0D/J993',LR MI!RY)F6,IOP)GVK9LIP9-7(&>TN10EQY(OH_\NGF:`Y.N(4.^WG,_LWH/M8= MM"8Y?M7F>L+(9.'))9B\")8Q(MW:$3DN->F1:OZG2%EW1[:=MYD'HPC]2]QU(YJ5(94RX_H1 MDX(Y)O#ZMZ^MK/?=;U?_?<7NF6EZ_9C/'7>=T[_YG.;7%7$H0Q,X*BF)P.=D;M5TZYO`=3#9J.:<9(OAKB:870N]E/\23$QB(3+G+I":I0KT MZ%/+:!<6%O(X(60HF4XJ1.QK)%X07B77/DV-J\X;G'SJQ=+I*,)1%ZJ5LPD( MY-$8!7`2[)@))P$3),#X',GL3^5LQ0:K<@_N,V!58U-4IO32WQM@T`9(11>> MQK4U`%&6U'2"^#>?>Y^+9>2("DS20;=UU+)6-\B.2N8-3"6^CG;)OX2 M=2-,T?M)^1VS#4&?SIB,N2E+:FR[9%5)%=.' MPW+6SVTDXS*FP_93-`G2;7]Q=9!/7\A/5#SA?H7;EIOD#PS1_9/5M#X&: M;?7-Q\A9EO8:]R\8%XIS=!M<":Q^*&HQWV?<=5YICI31P]7G."PM953778J2RVX:`XNO&*$G%].UZE:]YI-O**?FJ?@Q*]2"?!HD'0_\@V4/43K!]G@]B%.J):.[Q&QFS7=PBDNF/N M51IY0:X6KJ?QRZ2E@D55S$:V6*8Y9V/PW+&LL08),`FPR%E*SPA;L. MV$>ON--A_=4)**"+#D8HQ;!5KGK>56+@VAK'EP9+6IK&YPU@F(.IM1D4W?V5 M6(8$%H3PFB*$5C>X1\-L@YJYYK)JHIR:]B@<"8\J$\SLF!58=0*0B#G?"2R3=I[THQA;GUBK'R!>X0C1N"1J/.JL;9 MIZ!E$#-0PR\;LX%MA,**^0T(-M3?+Y`?9,J$B-6;L91V.B5ZH+UNQY8AH99 M=;,2Y1?;K%@%31N<6O.Y+IO0AAPZL_W@ZB!$`L%UQ0)Z&_T:C5<;9'&1MVB' MMB&2ES@SV8U(#;1%:*;EL.9H;[49)%B_]^1.D``>_<&^?D,$33?`^/%%*TJ0 M\Z*PB;2!FD)C/ID%B2<7LD8\1;YMI>R<:GZ9G4)5CXS;-"(GI5R]9A?K]4Z/]OS>7N@BO_PUGU.]XY[.YJU&GJK_ZS_JUN7XRZ7I&^AH!L7_ M`ZC]!RJA.HZ'N9&DVX#6K(&37D>+2TZ6].CN=:^&5JL>P:%O4BE^*[^GL*(4A9A"@_ZP8OIP^.Y M:>AD/I#=0GQ]PS5=M'5VN:%,2=?AM]R2]+'<*>WVTJJI58V"NHCHIO'=9WS278UBT:L;6)P1[9SJXT$IS56G+*AS]4%C\J(`@5AYV*ZUY(S,)I5B%FL MS*&B1O2("S1-'7@V`Q(OH&Z=B6H&U2N&Q[[#R7BY&"O/M7^U3F+,4Z?AE]CQ M#^=5XOK"3@"*Y:XQY3,\`-E\ZJ)C\XAH+*_9;==B$X@4AMI,27 MQ.;Y5D2[0YE%R-J:T,6QI$-,3FI-2J7>*1SZ8SZVB)PB&'(57:M$$XYVPR]Z M;@.\J/&/&CSF'\`H//`ST:*$]5A8BEPN?ITLEQ,NMQ]>=G#*:A=V%\JTW*(: MK^Z`A<])7K?0O:YQ\N@-Z+;HM\+IMJQ>O*66(8G=`\K-'B[+^SF5'US7Q:0` MY!`YWF)<*U#>2DC$]TO93$W(G#5AAI?ZM;A;W2F%2LW-3E?D;EAD#PR!F!MF MR=MHMC%%P;,):RR&JQ.ZX<1/4(E+YEYEF8P;$:V6V+6:%_^SRFD8+3?L51"V M.E01)2E#<>5&KD9_HZ\*_Y\\!N'Q=;LSD7HTY2@R+Q&S4S.E/QQ5D`E?S^ZJ MJT<1>$,7T"73>P$'L6_AH!'L!AR9NA/AL`4^B2(*S6#H!=RC/^(D M>P'3^,]1"XWZZP*\WK'S:)TZC]6D\_&F>WOWW.N[Y5Z[XUXQ9^.26:K]7B=[ MTKSDH57I-].J%+TH#?:J!C7#VKH98LX:"TXPD8KT&^S%4==-=8DZ89RNIC6% M72:5]R=9]VVR_;P6TJZ6!K;F6X;CN*X?AWXZ)T7PU+P%3G'!\4>Z%??/Y9F\&M9+X6VKC3GR-A<%-XQD(3`+*?0'JBW M'*%EV_DJYZJHTA8$'^9<,?^Z*#``*`H-YG">HU4\@H'03[DC-L.I+QK'XEWV MSY*ZY]/QA)^A>'D?NWU/UE^/03H::R@Y%H/-1842NDQQ("8KQM(U<_3OZ7^, M/F;5G]1:'U5-UZ68.* M5>67TY*)2D!LBE>SKJ2$W5Q%F.?WO(LL_5:6^\B7J,^-KK/L`S80XHBES,1G M^J>`HY'O?=G/YL^.*B^I^Q;A%V;X+V2VDHI;I#$+C9_%I_*OU-7TBZ!@V3YV MK1RASGF^.YHTN`Q#7^G^X;-;E3I>S"M;D*YSNMP>1ZOT@S!/ZKET*D@C:)3[ MAV'9V8-PJCYZH_P&J7EVD:6%']29?J,Z=U'"*+O[.2V*_+K!X MJ=Z&?M^-\7'2TUF`LIQ?-K_ZGI49'ZW3@JGUW$CQXGA[-_PKI^>]'Y.<$/8] M]V<4^1)$7VL]$=N=:H]UR!X[XAYQR\;Y,6=4WGH"=)LM]U/3L\DJ;A6&]!DR M8C^J#E@61!I_+'&IKFD/.GAHU0[M71=(.^ M.IHSA7)-"Q194!3#:N1UN5I2FQKJTR$+;UEV"KMKK/^EK@V8N00PH:@8*0T% M'_C(F@HL[V9E=?H MS:4:,/:6R**2@75R78O<>TWSZ,):D=SC79MC]W-I-":PW:D']"!2X0`J/!^I M!;D+./(M91,)P)#F5!64Q,2R'4`GRBOA6[XK;BJ9%=:N%,B_%C7!6`T[3E>S M*4H"?F\U^56U>1B7A MU.JJMWQ88&8!#V&T,A^814<6'`Z\N:.FXU/1W8TE5%4Y[TX$BU+GJ?NR^O.< MJ0X+MU@3ZHZDF#,3>;/TPT:)7#@)APD`J\I8I>:J'86K10L+[CYD#=H!Z5D[ MQB\T6.GZ@=))R7#^-"9>7;?3J-]%GZ)WWPMK7BXJ@YIL-!0=0O'D7ZB4=)O/ M%B/`A3]Y`N\2[T_=ZG3%N_6N8U%9%3<%)0FQK)*U";=\D!6`0?1!HY9931X> M9^_4=X3),,D$5)*>B%Y$V'.$=9A#M&6MBK(F[X?U3SNB&[5'QQ(S(6G&%N=/ MBZ(M?P6P"0(D-;$U24O][.#;9B:)P.L5+_"*WV.1VGQRL7G8\694:)^B16EG MYTJF$E#&.U6>P%!:9'FK,"$7+!_I);.TL$L<8/62M6\YPW``'V#-Y/"_K^8Y MWJ_-HR+$$K=0?#M;K:'OMTC+=5,Q3)A`=(!/HED'"(%1IB7K?2B`A92G;MZAO;0JWA>^@WE3?(O^:Q)^UB\!'S5PZ/7,?7@/$#9QEG/V-=UW MB"H.4<4^HXJ?R:24=4/2^]Y(PL:]W_3PG\VDOGMX57?_:15ZW]KPVXFY[C&3 MYTQ3DM>B(1M<1L>S`>KB:X\F@-+"BC7SV>RURZ=3WKFV.^+C0AA$J.'M@P.M M;LG1KW]M-1)1H[@B:HAJHXP<\JD&PK=0\Z;%5R-S67E/X\($U$7$O15%E8CQX^B[XGNU*]=U MN<+J%4'9_/)$$8=*B[RNK^;:PC@O%E@C"]LQA!. M+A88(/,S?H(M%=^//JR6S]P+<.U9SCO,(I86BL4-C+"IS*;=-'5\0YJ&IB?(MEC,Q7-6T+J!INN)[RSE=+'!LN&KJ.[O+E;3GAG@WL49'-L-J> MY0Q15R4^`0'K"]G'LF)&O[O#AE9"`+5VNUX?JXI4-OI`\9(T`4W5A\-K%/,, MR_$();$3`#);*L*BEOZS]L&:3K,@`NY0.LK7*8ZT&1SPP)?\08#LS_R!](^Y05FW1ZP_.T%GJ&T-OM`MOM#W3VAA.I>W=;@A)4R1F!755I[YNTMKB*@9S7EZ-PH>F_`3]UIN6NWA\+6E` M,M,.?:*=RHHQ]@*J6)%,I>8+7(W:[?Q@`24)4W_^Q.9L`\-= MS:1-KC@U.;.EWCK*<-*VQ&E&8[0SI-&;R#K-X^"^O)4C33[BEK=1=.N34%6] MJ1OJWI5JH3-5TM4B)YXRV*0%R^143E,`KW9BJIH'\VS8B:Q/,3)!T]VKT0;S M4IDYS"OD MR5Q(UXV:8-GCF,VC!UN:`"&;_?8_*PSHLI;D(,EY6V0AAK%YG=K,NM5;DYG` MV2.JV]F1V8_/%Z7*33)5>>O5*:NT+&!MK4L!_JQ^AG6R;^,0/B,79CHY+]0+\"]SW]^9_CO1E5Y MSW[0Y<,_+"?-/ZN-2]#68`'O7ULK-$MO7*UY43_R>^Z9[',XWW"^4][G<+[- M[_EGLL_3OK]MTH9+UR\X]`L,?2[A6%M\(0Q%D_S%UQ&U(A\)#:>E#JRWT%=_ MYBNHOV+"&'^S\QB*`G+41LE;6B(_JG*UK^I1Z!X?>NC`FH(Z_>-M,0&5K5=E MO=&DGP`?N5WSWCN56^.])._^H'1#(QF8#2OPVC\JVZ6_C`*>H1N]X<"IW.?`"P9>,/""@1<,O&#@!0,O>'+B M1X\I9J=RDR_E`DK8]0?JRKOI^:-M3`':"7:D9EV+63/I_"N?9;O(YS5-M%2" MM]C>G8U7G:[8H`IUQ"_-^UC-^;B6BV:I68G'PW$2V-4:7L.A#+,BNRYFQ;+@ MZRY1+G>=".90-PN6/S@#M^#.)U/L?-RR:^1S6L=3;.QO-R-.W9> M:<-;L6O+/NW#[/-Q-L;__6\_K.K+FRQ;_!@UDW=CV.*LQ)&RGX$OA+-R_.=? M_N__&8W^37VVG']:PA_B`N>>S"?UQ[SZ=`L'C++Z]F-6L/GO\/KO^?3G=VF, MW=O_T_KOS_$[H(9Q<9?-ZI_?O?\M?30+=AZJWHBOO?N+_J5H[7/L6MO?9Q&WW&:5$LB/=4TV[)2 MRXUM$P[!3A/8:>AXVT]C6<<_C;'C-%IH.889)7:@&8;NP5FLF)W&XS3&?SYV&LO63-VW@\!)`BWU="O6#'8:S[;3R-]V&NW*]%[C-.:CI]$2 M/W'#Q(M,+;`C)W&#(&*G<1W'"X-3.XWUZ&D+$ MW\H%7NLT^J.G,1,C@ONP`R!YR[8BS74,<9HTU+=R@=#:CYSF%5B:N>-JXL1&]NQJEND%IF[YOF5)1+/U1Q#->@5Q M8^Y@`E[D>#%PY]2Q/"O6`RM,/7$U7J!O9="O=9K'&71@F5'J^T`PGF?$H9F& M7BCN1C<-\_"(]C&K/E0T[W#R7]ELE8L7VV=YSXCF'WR!?WP2JEHTR^KZPY26 M"KX6M7Q"^<2O-$SG$=X!2!G:@6_&3J(;EN-IOBNNU$G]1_BZIF^$PK8S'0T( MD_FU"H!@(@94?LIQA.4N@!BZ%CN6;OJ^'H->E8)6%0@E)'3B])0`8AP#(($6 M@-CW#=OQM<#Q#3-U`J%CQJYIGQ]`GD$F6F`X((E\4,GC*$GC$.23-!M`^IX2 M$,!HV'X0W8Q!;TN^&YYW4;9J/'<1-0@T4N"!UP.K1["`" M95L>Q-6<4SJ(\=A!`M"J4\\SW0A8C.EZANF9XB!P6X\(U;X.0G^M@]7RMJS( MG_`ZG#=FY6+]6"\X_U$8 M;>+[;NB'4:S;<>*`4N+$OI`\3M`R?]?/?W4B$'@&9W4-R_9,+XK`0(YB!U!` MMX1X<>QPTZD-[6C'/IC>E4:Z"V1N&IX=A;ICV%J<2E^':\:/'?L(AW[DONPT MLLU(3T$G",`P\Y/8%%2J6_HF*NUUX^_K>G5@!+VT57TPM2,P=[30"`R0D(87 MQZ[`3]UUHPWG]71_UW'9*9YYU!Z1LGU4L`4,)S(<8#NV;3FIEDJ<#"/MD$?% M6KIEQF(QQ^*^K;-K5@0&H*L;0>B#]1C'EI#"%J!X%&PX^V.'5L[SDI,?2.ZV M3AY;H-Z'H#.%IAO`_X5^((UZ'9#@`"1U[CE*'2L(@S1-@'A=W;'UU!*G M=8UDS2N[[:AT@,,<[^EDZWIAF#BF&YNF85M>&-F.SHYDNE9B1^M'\K93[+/. M=10D#8W82X/$L2Q0_+T8#NB(,_I!8!WPV@[%;=/$\P/-CRW?L)PHT$PKB00F MFHENO/C:%E5^BX'D+_G[^;B\RW_+EQ^FG[.O^P1FV@@6&Y:O^T:L>:D;V';L M>9KT$3E>N+Y34&;T[F:W;><%^^X&^UK[]@#`AF-$GJ'YJ>EJJ:-I,CJ61LGZ MODU7WP#D`^R[&]9K[]O2S=33D\`*0S,`N]8R-*%BA;[;07;=M-P#[#M8+JOB M>D59%9_+W\HYS?(N9S-@[>]QGD%>+Y]\)UKJQ4Z:FHE'%&U$B6F)J!BH^V[G M3NS]3[;/A@]\^ATWZX1>&OE&Y`!C1A4+M(U$G-Z%ZUT__:5NG=7Q=S"2R`(+ MP01C/@44T$TG`$-?1D-"MW-\?8/9<)33OZ<4"'CS8UFAE#H(,GAV'"6AX5BN M'NAQ'-IFH`MD0+]KX4RZ;=)_M M!VY0('`CSP*%U@#U([)C)]%BL$ITSS1CS4ZL=W]9RTI4TP4_%W=Y/?HMOQ_] M7MYEV].5GY[4*)(8G0,D,4X!I.4]6H,LG;%>W=UEZ!BI6?K6;3:_R6N6FY6/ MLO%X=;>:43+7=3;+YN.8F%=.6X^6\&Y%?Y87A&E?<$.C M[]X%'Z+W[[X?936^U4GP>LZYXGQ,NG"3Y&WJ%R.\\%Z6IX2]7E9"IM3+0C\> M)(UVQQ@I9=E6\KNVAK?XL_K=>5D!>VE_&9^1"S-,'.>S&7_FYW?:._JY7F1C M\?/321`0^Z:8LTUFJV4I?L'*$^@W-%+]1\?UL+\:&^LU!@K)%G7^H_A')].X MV;C:J:I)`G&0PR&/?DCS M2(<\DX9V;[_HZHW!YPU-J?2?!T!\C7[JS*A,RPI^-1]%JZK*Y^.'T>!0;VL5@,K'-#P6&@X3(]^.69N(W#F_!IQGY?>%T6?$$!/CM1[ M9X4GW]]]Z.VOOO>=[GA77>_RH4#24,T9-1GY?F!$`R,:&-&!&9%C>OUUP!\8 MT<"(!D8T,*)G(TVOG?9.'@/PO6&ZVL!O!G[S"HJ/ISE'&*_V;2@^9Q*K/NCP M-4I9:^44CEA2X2C,IV65CW[/QUB544P!%-0T;7"=]^\Z-W:XSE_<=?78?$KO MT3P[%5HYM-XS$,0;)HCOW!XIXML0SP.]?,/T,K2P'^ABH(M-GF_M2AODR,'- MO!-R0AT2B,$=''%9*U9>/AFE57DW"I3"INU6XL5HGE,=U#+[.OC_3HBQ]0K$ MU^5X^I!R,$3Z!LI[!2>.W=^`Z9./,QQ:*Q]H:Z"MULC6PV>L#J0UD-8W2%JZ M=>4,M'5(X_C-V,#TX\[:@F[SBL$S]UQ^]#BU':!"B*])[3)NKZ?T%>0;>-O"V@;<- MO.TT>%N??J\=,#L+##JT;VQ@70/K&EA73[47MG$\[C6H94/BSFD6;IP0A$]. MUGR#X9;O3/O*/AIN#0DZ`^D-I"H8LU+:-0]7QT M8*$#"SU)I!Q8:'^P/%B9RE.@>198=VCWX,`A!PXY<,C3XY#?N:;78WNX0XM7=[BU_SP=PW\D7KW,BED]"JY1D=@O+9E^ M"K_,[T;%G!3B3TM`UCO8P.@/6"X' M16$IL+2H1Q^KO,;-308\[0U/F^WJNPI_#H"T3\@..P):4GU'N[QCNG]YQS/L MY5.NI#DY3!W@,\!G@,\@"8X@"=*R(G7DO_.LJD?)?`*,7TT%'5C]0*H#?`;X MG"M\Y';-5^#T.V#YVKR_SRS_`=4&5'L`YU3P`=\;FI$-O&;@-4=KQW/57\NM0XR\.A7L&8:-#BQH8$&# MNG-2ZLZY!Q+7.1.OCC2TGMTBWY0[7]I>J]/RJ]. MO@-\!O@^);<%<"//Z75864 MT]''JBBKT:>\^E*,L0%3W5_OI1."\6EA[!D![I!!G4_Y;`8[HQ:9P>2NF!?U ML@+$_)*/>"K=@(JOC8K/@<_)3R#O+[K\@N[6)Q-6_LXYPO#Y(:5E8$,#&QK8 MT&-]]'L<-3*PH8$-#6QH8$,#&SJ-<1RG'/)[^RQH@,^YND@^+'+TB,QO>O>( M#'C4;-!7`9R&!7$[$$CHA+\U1 M6[.L1ZB#\7*5544V&_TU*^8__%+VUZWEA$!\*K MREA3ZT_&GKP'&M\;1J@K8&V!MKJG[9T]\H;:.N09N%`5P-\ MS@L^0X#L3/%H?_GUNF/X#B#&]![%V#?28VD@J(&@MH++Z]&=,=#30$_?.CTY MQ^M&^E;HZ:T%X?J$[>=RF(>&`-L`N+<&N&_0'VF:1RAN M/!4N?FB-T*=07395X-D:X3L`P&P`V`.__!F5LO@W\,7SW=U(JCC=M\28NP0T#R`$$1 M[!=*]U.L[\,>!/P[\\=SXH]ZC,3?PQX$_#OSQ!%!UX(\]%DKTYAH> MV&/O/K+79XVG,]%S@-4`JP%6KPXKN?73G`UW4K`:\&K`JP&O!KPZ"U@-0=PG MC5*OBB^L,V-:S+/Y&/N%OI_7RVIUE\^7_4U3/R$`GYG79`#<`+A7$R;'!.(Y M`.YD@#5@W(!Q`\8-&'<2VO/K*\E'[:P?9?7M*(4K&_TMG]P,K?/>KD?@D(&8 M]_-E7N7U4G1@/%\HO7TL.A6T.ONX$7 M#+Q@ST/K_:5YG,H]#CQ@X`$##WC"H`!/5CM)^0\.BAL&X[QZ+]P0-X( M#/PF)#9XZ0;WYC$P],,2_C9Z/Q^7=[G2C>AR]%O>6R.B$P+ER>%@;^VPWTX? MM0/8W,\&WJF0Z:$5]8%$!Q)]`ARUX[6R'TAS(,V!-`?I>78F[MNR$PXU;6)@ M8@-\!O@<1P@.LNSM>%T'NOB&Z<(8HA`#/0ST,$3E>C993LC5<,Z#%TX(C"?' MA`;`#8`[4;$W^`"?`YQ38>J'5B`'$AM(3'GO.[W'GK&[H/*V.]\/E#=0WB#< M3L\:?&-&WV%F2`P\:(#/`)\#6K:':-Q[#KU2C]:?]Y4`=AZ*P:[,EW/`I$-; MQ@,+&UC8P,)ZRJO5!]8UL*Z!=;TVX@VLZQ5C\`/K>J[+YH1=I:?3I'<`X@#$ M`8AO"8BGTFYQ?\%T;A`>T'1`TS.`\("F`YJ>.H2_[5@L_=@9!<&"L[_GXUE6 MU\44SH_];NO1M*Q&R]M\]!&6*B<7V)0$F^`.\=LA/CG`YRS@T_;EF,#')^7J M>I8/+L3^07CV/D1#ZS&IB_O-C7N$OLIMGF?UK__3G^!W_Y'[]G\YL\^%K4\C>_9E^+N]7=K_G==5Z] M&TWR<7&7S6JJ-BDFL$HV7EY&MFO"8F$2>KYNV8;A:T&:&G[@Z)$7V]Z[T6I> ML*_.5[307[0K75./N'W3G>,1HM"3'^%?XP<)B&W'4W9J:Y&FZX[K6'9@PG^Y MB6N[;J!YB>7ZH:Z_^\L:;JEX\KFXR^O1;_G]Z/?R+MO.^)779\4\O^2.1]W0 M_G6=-="PJ,>F29E]>RO_*):WQ7Q4KJK1;V6UO!T%=_#L.!M]RF9P.A)`^/^C M7[/JSWP)>QU]*F97-9@^(XW51+SFX1W?RX1G\ED%REEWGLWJTJO/)Z!K> M6-5PT+RJ1W#O<&M%-9H453Y>PLO%C-YH5@$B*;[`SG*X;%P_!VBSR6/7JQI` M63>7E<]@C0JP80S?'B-[@O=KL>6K43*=YF.:[?OOV7R550\C_6*$1$EH=)W? M9'/X\#R[H>_"HE6^P$EG\!,N3P.JYOE2^7`]6F25//I385CGRZO1AXTK`U9] M*2:PPBW@"0"YK&!S<&N3BU$^G1;C`A"!MIAG]0-(K$N`;8.]R]L,_CJ95+@4 MDD4Y1ZP;U;2I-GSG>3ZI\03P]A2>I^VSA\1N$/3%?#Q;(9K"OXC"V/"W.5S_ M'0C"@CTS@9NM"OZ-_&L^7B&XSYTV%,I_(FTPJ.4DI1"REW?9GP*Y!!6T`$KH ME^.HZ09Q5>"#F,DV/@08_V<^BN7&PM&'Q;*X@\-P#NA9GO'3Z+O[VV)\.P+! M-J_QJS4AKB3(_X=84"]RP0+I<\5\68Y6"\0R^#F_`)(@#.I1 M@`JP"(W,+H#XX!*_IT@';I2+!V?H._8D>BG3.N0O<`1T!"R!:+F8SDT-YFV9(! M@HBF!0UD6*,^4#4>__]K:[WW&-C8M M*F"6695G>/9I"5^#(X`,5"_/=+J)B\]5%NO58HM>#(KN3QV*:Y9Q%TO5!'0M M1KFPWD9]\SG[$Y=WF\\6]0A`I@"?8;F0#W"=1`<`MUIE9,4=LLJ\H:9\?L.O MXPKX*G)!8LG$XF\S>#*#31+J@)@`(BU(5Z`+(-H&9!CG5X#*['?`0I$<1H`_ MS9]E58_[4TVH2\]S-+\:?;XM:O$3$L4U`P0 M06`IV(Q?S4=?B,M0B!()9@3[@!>`Z;18P__CW\^^@+@ERKV'*T)$)Y#"#W/Z MH4T,*"A&Q?("OU_E(,87Y3U<+#"E.^R_FDOAJ@JQ,8F/J]&H5PF@FK>[18+9 MGTA@/^+C/Q9+^-YX2^PXS$`E0OK^"/B#9@.[HEYH!N\9S"_@GG(`Z[28`Q8C MWZWA4X3\-5=@@%'!M4V*>CPKZQ7L!G4N0"[D><7R@>$@,/1R-2PS*.'P!?SW5K!NVP_2T'R5<^V'>GD!J:V(2+AU4I03^>K5 M**AIGZL:->/E;56N;F[+%>X$T`=M:M1043=%ID MP,HN@&2K"@\*9V:\CVWZ2P8?!]"7-%UE"LREK#B82?N=%;![O)AK/%Q66:^`JV^_7*X7_3B" M7\=T%0`[N M&^""3P%L&!Z0O)=_PN=OV*?'LZRX8Y^!!98 ME0\YPH_:M>%+<(ZQ)$VZ]E4UOLU(04?-!H@H&P,IU`4[MR0^.$B)7"VO[MBG M&=S4:$`5HLV?Q!69HAYSQ'J0+F&]`/'`06A4.M9DL4FJL9,CO@&FB( MPB(%;79:@7A>WI:URG`88K.'.5^01P4<:JAG`]\^2^$EI<<^5\/L%F0Y'#^! MK8(&>Y_/9OC?#)A<>0>ZKXM)D4G+KYB#T;>4MRSOE>M?R(RK$E0OLB;9U&=4 MUEHO2;MRA`B_MD:M\I[Y%,PS5.*N@7/.R^66+Z#.3?13H1W7L#642B`([W(X MTX2DBB3(]J;:^YB4]*U'MK/E>^,2]K+Y:W_D;2+C)(DP5D$*9-!02#%E"AGL MI`;JR.=$,Z`69T5%1LD_5Y,;QJR`=ACS!Z8/M`>\JZR(C#XAMVY>J=M;QVL' M=,HO)^7]%OI64`=Q`@ZAF%ACU5W,V7(P?]]IO\+QO=S9WW-*P,V*/'Z3H:ONCWS-_M/2L MX\"_2.A)8Z"\\.&W#`1%_F':_/J!G/&3^?4_/JR6-6#F.!>?ZKKD+VW%TZT% M4>+8H6$:IJ;#_\1IY#)/MV?K:>PJ/OE5/7GW%\-P?0J]M([?/=0>YXY7.379 M28OI\O:_\ZQZ54"$EJ4EMI$8@66%AN8"-$(!"#,,G'5`[`)`YW3[0>3]_#3` MH3FA9]FF'CF)%CB&Y_N.+<`1VU;T#'`H1]L;%K#E$P"&Z2218=J6IZ>!8;MI MD/J1`(;F6]8Z,.Q]*&3M@/N"Y#<`PF<0^%_R7^&9V_I5`6-[KJMI@6\"=@1Z MF-BZG4C``-36`:.;AK4W;-9/NB^$/N6H);XZTFBNX[FV$=D.<`\_-5,[D$CC MIJ:_#AO']_8&37/$?8'R^;:H7A\FMF%90#IFZ,2>I\61[2>6@(FOQT9'VMC& MWC"1)^R`!#1$M%0^3#^A7?8)K*N\?@]V13YIA[IC^)C_GWJ:7QOFLC0:J'P2 MBE2$50=\G5;\^Q/:^77XL>+V,#W1!<;[WU(%&E80:W::VGJD>89M&4YBNR+* MK)MZH$"CIDTC`5FV:[LM>#QRO'50U$MXBKGRZVX8W&A'^3]F%=KNGTL%Y@$8 MK7/FR)5(P.)D&0NQA=S-^&LVOL5_;$`(1P&!$?FVGX96Z/J)"=`(O200")&8 M00_?CGA;N+#2\PPMB(8BTQ33-IM`R@AP[#U$[@P`S';AYJ M$6II@BM_K9G3BR7,N)="]VHMAWO2#1C&0[,"++#(&B-5]+-F6'S_5ZS>:KG#ET/.#606#KP+RB-'#@ M/]B9?=O4TK1S9OT$SAR,OQ;E7516:'0C1>\XI.;[%K#FU`N!#UNZ9[F:(EW#EQ/%]'5@4 M,"1==SPCU&-3'#B,`_,4I=!3+S7U[4B/`RLT@1]K4:H;1BS.Z+AN1U7WGLR& MZV`^241\96N.W1;-$!0?QS,U,_6M*$EM+P%=*`[U-#1L/];,L",8#=W3-VQ0 MW<13MV@\OD43U%;-U!PP?RTS]>+4,`VQ13LTX^X63:WK*WG9%O7'MQA;EFT; M3I`X:9R"+68%7LJVZ(`<2O6N/6::[C.V6-?EN$#/&:8))E^+Y8COA%VM#U-@&W"EJ.'[,A_B@9;/6,AQ?7W`SIS3_430/?_*@YIR MVB`YI\BK6`M$:F8JMD*;X@J,8U`Q*!EK@O= M\3W1:[7*"??6.23++T0JP3RB209,E)(8,4\J!RUP0HE-L!#'ALUT3@QS.[-5 MF6R&"]?CJKAF8KCADH@'_-6&JVSBT[0$D#(K7FC(#K,#;EGN"(^)[*&6PMC)T[K('S%I[ M4(\GLGF8NK52K02APF=!'O"5@^.+H7FH:>AJ8L1F%AFDZ?J++=)HD2#M9)+JV#?Q93C.33RML_VN#^X9VV?%RB_''2]-`\N/'=M,##<) MG#3R$X$[L:YUG/.8[[1Y^UMV]++=[X(]\,S(<9W8BLPD`>9I!ZGD.X'9W;VF M=7(I#KC['8BO)8GCAY9K`).QXC"-]43F"T5)-_KC='WH3]\\Q>6#^>27Y$6F;]B:%1A6'`G\\?2P3K(+EP+#,3W?TFS7]V(C MCG7/%R>Q#*SU&GHB@,59<<.WODTE/@$OA.8!N>%KL&T%>DI88ADT>L M0.^Z^D6,60'-ON?L0B>6=3Q/\><[L>G#-48@4SS3#3W-T[AX<1S7\,+C^O.] MGMW>'2O@?+]AH@C+')7IS[CG`Q")>"<8!*Z^NRJLI[:177 MJ[N[K,*R=V%A3TNL$B)C%8_ZX[./UNS`?][&F]?VZY"TWV:V(EBK*9*V=A?X ML[KH'.O)9VT=A,A_N*S MWS.._<&W><`SZ4E],(4;VRGEE7)N[WG@\K9* MQ3@?DV8S,O6+9[3'&K#N.5BWM4'_`;&NYS[]1T52U%Z?`.&@)#YO-ONX50@>+39O#LQIP/&D MAFR<$*?:GU" M<\.?.1K\-(!X,H`;,/%;QL1OV$+<)^I(/4"'H.,0=#Q=UO8MXL^;"CJV=M!4 MG?,TY$N][YSP7W`>PF>_8$H`ENW_W6T[3H[+1OYA7&N6\PS]L MFJ=!W2(R*M@5.8#-Q9E\Z!N]@EDO%V+(3_$EGSU\_YJ,X>2]O/V9O6_!_Z]? M:)9[U1W5U3=,3N7V#^U1.R'.=UI"9.`U`Z\!7N-"79@6?7#H* MJ&,1];+YO6G/\K>GC#MGR?@(VJ?%(L1VDVIM9^AZ"?7B'YJH1E.8,>-]B,)R6DT1_GW@&C4T&2P8HZ(4'UUNCJB"4$ M;X6>!BOL"24$[:R0PZ!:3ZF])Z]M'2_G]XU$+&S=Z3$Z^FR@G0K^#*;PB89/ M!W8VL+,]V)GA:U?NZP/M5/"G1SWN!VI(N>GYHVU,`=IQF[G2XX_/,%M/?GOV M05[]^O>!LC!@9'KAMJ$V?6<;OI_+=$&>&'B?CPJ:;SVJ\WE15J,YY1ZR^4DX M720??:$0>SG=?Z+134G`(.PX8.?:!NJF:+%.SRW*?=;KOL'^P,K@.5V;WJ$T!T@,!H M5;.&Y"W:8".C%CACJFEB7JZ6-.<,P<=FC;$!4E_*V1?\W9C%S:<\;LYG`^+X M3WIPB0/5U#5>>M+]94O?I-1B%X?`J!>>V+G2M+X0B0VXP_EH&>,>>+63(Q\H M6%3%;+2QNVQ?XM/LA4BI@HTBCB,V>F;T'1\-\KU\0M=_`JZX5$`J)A\` M3,F=3^F;M1CT03/IFN%PR#]PY%^5`^>HBR]R<.F$>8-QH0<@/IQR2;F?6XIC M#,;V)'U6-(^/)C6.B4?R\7Z-#L6K:80$X>,;KO^9C]G0SB8%M6!3]'`\!:Y+ M?`!'^(UQCB=LZE@WO;RM\NY@O&==\2S_DL^0KOXNK-Z]_5WX_NR]4,11$.;,D9,MQE7XL[ M($KU*NNCW9;1&W\>9=?E%S8.MIB#H@O"IH7G=#/$L?"',,RCG\/PW9[%`-P[JU>=N-J5_HH`?W1KQI73[]8` M?,W(9<$&9<5GW:KCO""&UR@5M2J%F[I2*G_8(6VOLQE]J+[-<])5MY-WST.> MC^K^>IR_$#/BMC^`H`'Z\W"Z+TI]7?3OC=]<^3US&Y44NEZ=30JZH"?FY.&# MV9G5>@_?*?CH>C;=?9KG=/,TU/@KS1@&C>)H2KK9MY+>!]-[PFW;_>X>)ZT_ MJHZOXP.;M,U'LEUV5MR!PHMJ:G;-O!^@!:$1L,3/@OER,:*A%Z@5@@NKV[R$8V@G\UHOCK3L[(YPV!8&[[)1G\3:YN/ MV+!T8O6"*FH\Z_QR6L#&QP4-'!>'4.3`J--38!=L)B7^0X(HFS^,-GSCG*7) MA_GHW[/Y*JL>%"FI(9@TCU@,72XYTN!6VAHXL)SB2X;(VKYDYF8&<-W<5/D- M/@E`A+\`S)C6>U1/0=\^,H8S)=G,>'1&=C4:@1,<$G^?$0(#U11T=J3)+UE5 M"/*!YZ@%<+'*EK&XV(\X!I'"!?T`KZ$+=U!1+5F7X M`#_(WR!^L2S+/T>+&888P'0O5S>W+:OX\?T*6XIK@_"QX$/T_FJ;LVK[0A?\ M3O9$6/PJ/'@'M+U$2QM>6L&M\V)&]X M@N1;E\5!`A]F6$]OC<3#$ACH0[W.\WGGY@AHMUG-_KI#<*EH^PSOY(8P&'M% M6"*K>;.!!?ZC684NF-L4K\"BM"NSWPM&'B3OXDP]FRUEN'\,>$QC?DU,Z-E. M:C-40(5W^R'`N]>Z]EY5*34CZ."3D0%A?P/&)K!/.U`8_L5&V:F$WU]X$`%K M)>QN$Q)UBW:?=:SO%*;)^8Q]K+C[B[WPWHG$V[4FWOZZD?+>L5ZEZ)-$`OO* M?ENA\C65E5-[=V#"\ZB]&S?7-\7-GZ*8ZJ<7-C>OW&\F;-[+`;>J*MV"F><[ M$QK1T@P<;O1\$?4X9'#I6"2[/8C5#P(>3-_N])T] M5"3,WASZRIH>L\?DL'K/%MP%<\2]@6A0W_&49\9'&HSI,-\A%*(`XU5B'\=E M(*K%CG!H62XOBWYL"WWT(N'W9T;&`4AN=^RCG$X!>9D0I;C!YK`!,X\(F`K> M9@$U@YLYL0K< MSPWB.;Q$WF"1S=?<8RKOAJ\R9``E@$:BVQ M\L.IS/6>.O,YR_WWUUX5-/\%@&>5L7J[SA>LE$-W772&HFO235F1L\L2OI14C.BA/ZB=8,&IB!*-S5CJ" M7K5O@1Q>[RF0YQC-.7,O<+BI7&-W!YFYKCL!KK*1=NW&\-)B>-`6*"'`G[$9^M;T!0N M225:KZ[\3.HW7X-71C(_&6I22_0<,]$J7T1_=<7X8S$`Y83WB!'/;1+C=O56P1.V:*-WH1N&A9*]L_HF6G7QE67UT1 MCHBA^I5C])5!V"YL!"G*$%,D*P`J%K4B*K$<:EG+ M!0\AD!^QN,/S4BD]A4U(9Z9FI/CT=,5C5/=E]2>10+9`J[.);6:SNGPJD,7" MF5H?@U^I;UDBU6)5C6^S6NAX;Y%W$-SP,@`"-1T>]+R[O"+%;9$M`(R+JKRI MLCNN-J*3K)B+MC@$U*/!I?]<_O*,+Y7SB']?S1ZXA_WO#=KS2R,UY2Y[8(EB M&VA@-:_S\0IS/N"-.WBJK!Z:\B+F3EO#!UZW"7]>4,@D9_6/S-N#MQ<_A6S\<_X`E4-!3/XY@\C^!K=#PD^DNL\_QRAA>=FASYF+8'I6#WA M:_;`*W\W]XWZH("C@W3Y="KD*6:?K\;R M^EB(&0A?"?RBKV*%OL2[8HEF(EX%686>HA(GM`$K69'-6D*[$E06XO1$AUC7\ M)0?N4+6P:8Y1]/F?HYM5!KBQI(X!K.SDFI6YXE]YJY0OH'U1QDA133"MD_16 M7`'^C;:^NH;R_!H38PM27.2X_:7[+A<\*E_2^TZH6.,09T+%:^G2]VH^L:S* MOE1YZ?:49=[PMF+>U#GO*7'0?/^UU)SG9A(_J0>@HNO-R^HNF[5T/?ZK1[M3 M'RXS>5N#GH9SCF1RW"(K>!W$;-:2ECRX"OSD*8;.46%H^KUW6SS-@UIZW]F[ MAVN.^>)+[;TEY$N-]V,>_^!)C"=YZMY\`J>+U[WUH7B*AB'^_6\_K.K+FRQ; M_(B%['%1CV=4X/09MAO.RO&??_F__VRE"W-QGG`7(:H$,,KO^?3 MG]^]QPK(_[1^*[^8VC_XF_]HOQE\+>I_3.;7__A$G5!HXEF\RD5!)4KX7^E? M[W!J0`$`K']^=^F\&Q63G]_!9Y>7IA4Y=NPEIA7XFIY8IFUHKAMH7F*YEF[" MHZMYP?:SJB?O_F)J_'_:)]YTF.C&?UI/.SBV2=UY3B-,_2!.DT1/ MO,C0-=,.V#D].XY"^SS.J;N[SAEZH9Z8>AA&B>9'6A2&.L=DTTU=QUT_IV7W M0<)TX<(S-D#"-<\./?1BD M$3FZ&9FF`Z`P;3?63=\0#-)*O&`S+"SS%8GEF;R$7!",9!(=B1;#<)$Q>/9!@'/E+<,[HJ.EQBV;%A^KJ1)*#0A9ZO"SEG>Y9# M%Z9?:N:EOA4G7^MTCPIV>4+04!T#1%,8&9YCN9'G>9JXOSBVV0GM2SCDRT_X M]Z8U;RS:-G58L/E4%KRG`G-I*Z=.C"34;#VU@3$[FAE[AJ8!37I!8CB>G:0= M7>Y116[#N8X/ALV2J'UJS7-U/W$,R[+<($P$<_=@] M">#6L2W'=[5`]\`R`;)-C30"RXPK[EI@FYUC^^=PVYMTL-:Q#3"T7"_P`P/^ M-W!]TPE`;?>"U(^]T#4ZMZT?\]2'-59:<'`<,+WAWFW?,;0T]LP@B@2'+46W>O@::L^4D4 M^#%H@K#[1.C,EFNXAM]Q*MBO0;-;MV]'P%XC5W/U.$Y2S=+-)!#;C\VP@W/F MXYZ"O;;_.^MZ$5&R"_D7\KP.YA-:BN<;1M1&KW=M<`L43`_T^]2#2P3-7C<< M,`ATD:@E6H:6$DS9\X\#HN MPM,`4"\VT39F;9FZ$1M>:(&(`O!8!@AO#A$[=+MTOTDS.Q^(;'(O*2N(F'RS M3OW7K)C_4M9U^/"W?')3S&]HQYCL=ELLZ"OB==46CF"S%1F?ROG/)EN?L.>Y9U8=MQBX#N^%=BI'KJVYH*%`5@N"%^/K0Y>;Y(] MS[[$:8[]4=-\`AN?L5U_SK[RC8?Y/)\6R^[MF71[VRG5LDS0D<'(-1W;CUW= M\J02$?J^UF7H7N=,^VRLG\/HCQ]&,\S4U`/-]2,]B9+$U1UILQN)UHG)Z'I7 M(S[>88S'#Q,Y(&&LV(IC,[7@*OS$L(5WS;;\CG:OVUV6\8+#E%5>W,S[NAE# M,[W`2?30CWP-B"<*HEC^ M![:-G8I+,-RTNWUK&ZD?9OL[B-LV4B=.0:\!$P;4/3M.7$UN/PH[!KFW#86> MMWN2GO#?K#?1!@5F!_2C0#<-L+T\+3(M/_6#U&AB?F;8E1KNSOVO;>FE!]B! M_'J MMBFH%\[6V;^NN[T6E>CPOW'@AF*K3I`&G:UJ6W6\?;9*6C=` M'Y7N_M14S8Y=^']0[70OC+W8$N83B-RTZ]>^W.#BW7][?1YL!^Y'INMH<6": M6A!Y<9+`I!-PH3'4MM&T/='$=CNE&4GL%,ZIC5VP3 MR,\_%SP6T!R"OU;86?5)Y&W'EF'[9@SF>I3JL6V'02+"_+IG=3P\IKG!4;=I M&\_;ZF/DK5FQ%\6.;VN.F6)"EA;H4H,#G:ZC/!A;V>>3MOI^_B5G+52?N&%; M2S4G\@S3\I)0MX#9F%)]=FPK[++[G:!5]O*273^&$8%N)$:4Q&Z:VF"[1`:P M'8$1IK_!MM2V63#/V/4O?`!SD=>_Y4]D_XYAA:$'&D)LQ$E@!KKM)")*!+RT M@\HZF`&[=M[>SPLW_R@=NHZ7^K&FIT9HH[O9CR6N1*G9C>QMRDU[R>:?#.[` M=,,P#%),D'(20!(PW\6.PUCKFNW>!E=?=Q//V>9C@`T370-RBP$70C=.4]T+ M9.Z.$<=Q-W;H;>/03]OFLU08$[@QAKDNFT;#"%0 M24Q;=_S4L%W=2J3;*0Z#+F)86\VAS=MYV=8?570]1W/\,':".#(2$[B*=4[6HJUU37;PYEH M0L23M@]"WPQ3#WFCE8:I$\#ER%1'T^X2\T[^0YMXWD8?Y3IV;)H>&'E)[&,. MIIYZILP)B?VN+V`G!>RS46EI[\:0M1@-+K%:WI:89B7#,YN7^Z-8WKZ?4Y/3 M8IFK?_J85T4YV1&[L=/(L@)'=^PTT$(RTPVITNM6QX0T=]_AYGWV!ZOMG,YR M?=MRXRB*#2=-$LM/'7$6*]8WI'GM5*$/?9;GWWN";9>!S,-\>9_G(GNB@*PL&!99WQX\/BO).L?WD+1\> M!(\1A:YK;N#$$3#G,-%<4!$C6:]CFF[70K/LG3+F\"#X/:_SZ@OY*X/QN%K! MN8+9K+S','!:`G*OKI?3U2Q@D^&>B!468'WHHL4?.9Z=&GX8>0(D7FITXM7V M3AW_Q0-2P2P_=3%WA]9)I@QAMV(LT@S?$ZR63V-O?;:0$(?K6L5N,E ME1='MUEUDS^5GT2&$_E>X!@Z**"&J<>&M+A`C^AP3:L?S-FT\>,!Y#%,B<%D M2VQ08K70BES7"])(NE%2+>S:1=L7-W1Z:@YQ!>XR_@AUN MAJ"->';DNTZ:.FD@S@`V2K>&=FML^#EG4#Q]3W11.QZ8JH8;&WYD1Q%PP%C* M38S3=/7K1ZA=V<7S=OH8L9IZX`6F:Z$G/?:C4/<-*<`\U^GRZ<>0Y(D[_6M9 M3NZ+V0S8U?OY,IO?%->SG%W2TP[A(%1=!RS7)(JT*$HCS1<\9?A`M#H-(QQ1( MQS9UP[9M*Y&%?I'3,3SW.\?C+H;=.WX,MWS;C'S?B3S*LT4RL65X#"RC#NS[ MV^S'"G-,EP\?9]E\"5>4_,^J6-P]V:OI^X#N>@R"+(HM/;5#SY.15$M+NIZS M1U34?7;7\]$>US32R$X\`_0'VW*-R`8Q(=WZ>MQ-''K$-'_6T7!<#K?@\&%0 MNEB/ZGQ"MQRIHQ69WX+-\8'O[2IV65^[;GJ;U!O^*GT@].&/)6A]^9*W7%2? MVU4<$_BV9FH.$*,;FJYGZU8JY&WD=1.4+XU-WOL7@.6P(#9?#&+Q-K?7V6NM M9WZAFA%T880C4]F<@?I1W5P#?L;PO"+T=B;+X!%E6LF19H`Y[A M.9Y4?,'\ZACEE[JY@>>=+(A?SB=>C,1Z"%:0GP2::SBAH:4A6/G2M'#U;@T= MB,P-O/=U0?Q;OL2BD1K#/WE]XCBM.Y8#V&O%@>L$6FK'?F`)B(,DWU"LN4'% M[0U&QX3^*8C%--%B'U@V:*P1Z!Q&G(0-OOO=]$&>(?4&H'\"$E,S`D?WM"#2 MM`CPWDG#4/8+B\&:Z+!SW]B4.W66X#\!7F]%IJ[;NA:XL1%JCA'K(J$#6]%L MJ/``9G\&S.=C5935I[SZ4K!R.1:1.^VKL('Q&#&6-H'H!3/422W)ANS8ZSAK M-L6G#@&L5[J14Y#+GFYZ)M!%H(51%)IA$H52+J=^U\EZV1MIG.:=G(*TUEPK MC)(DLD,GT"/3LD)3YG$9?K>>Y5+?%,M^0Y=R`D+<"0Q#BUPM-F+-UF+=3319 MT1\$29=U]6(N]'$CRU4V^SU?KJKY!SKW)@=N4X'RVG".;=/SX\@VG<0.#<^W M7$=&'MP@Z69KNYL<^GL"H3_@=7H$O`Z2IJ!C:K:E:[YEV`!*W9=I4;'93?'2 MC;<#O!Y,5#VVC-@-[,A/`]T-7#,,!/0,S^V@WBM#K1=Z?3G4(B_R0M>+M$0+ M$E"=(U>DV+B.E713;(X*M4_E;!)3Z@!+D=R)>VE65!A@S<,'^<^_%7F%#04? M?LF_Y+,6ITQO&"#J2Y%D`6S_X MX0!H'AV`L:OYMI6D:6#[7F1%FN1RCF-ZW>Y#KPO`93&;_2V?G03J^4%LQT"@ MD6M;A@\$BC%^X5@VM4XVPH:V1$\^]P$`=WR4+_6 M#G\JT.HA^F.9KAY$@>&XL9UJ0:PE5E/KU16HEWOB6L_0.A6ES8U,.[13-XJM M,+5=R].ER@N61*>XW]J0D7$NT'JY)SJ*0MA.XB6P?9@J'M(#,[`=B/8D2`:&;0:NEKB^8=J^%5N1R(9U'#?L\C1] M0XKHOF#I$9ZG@88^J&ZF%0(E>F#B)Z[A6(U'/DT["MRE:>_A=#PW\/6)CJX1 M8%-55_=\UW2-!%!0>@P#-^IPP7T4NR/`4S\-=$R2%&S8-'3TP`[T,')L24\5P]M+XP=VY6=/0V]V\'E$O2;DP!?K]C7)S6; M8128/DAIUS4\/4RT6)?4;$9FMY9M#WVY'WAN=D:?$6B!O"VP@EWLHP2T#2". M&T/.T3O.%ZYF438EU["V=6ZFJ:_1P;; MJX'Y9.4^2*XDU0P[U/0@#E/+"0TINL+([21C7OI[Z/-O`YN?+<\\(TE"-X[" M(`YB*D&:57>[1'G1EWD-X!S M"K#+9O^=9]7)NN=2TT^#0$]M3[=P.&*`0U?D]$^[*]DV%<(>$'!OX))>3!YA MB#$U)XX,4*/1[YQZDN$`V71;G3A[*7E'OJ/Z]WQX*2)8_BR^B/PHJX][=C[!$S.#I`]Q`9\/TP\)[:\U#4]U_8"WY5L('4Z M9;6`D?OR@>,!\@1RWQ)?CW0P*.+$C%/#!NP,)4:Z9K>[_*7I[I.Y^T)`UO7J M;D$#4OY>YY,HFXV1#5.?)'KHP_6LN"%]1HQ6^KTS,?/U2-YJ^<.#Q`^CQ`8) MJKEF[%N.*?5C$&1;9NHZUJ/@?1Y\S@CLSV(0*MR]*'9-WS=3,_2T('!C+VT2 M29+$VPQWT/'.&>ZOPT_:Z*ZG&FAHCNYJB19YCMEDH>!4J"UCDRWSVP;[B]$] MM5+'!J4"1:%CAF&HIWYCN21;QE6;NG?:<,?E/DS5MF2@=E=Y5I\D\H>QH=M^ ME$2>I_N1;KA^U#2U";1P\R78OMW3)6R'UBM=R>N+7TWW',.P763Z81AXCI4V ML7RK5='>NI*^Q,`AK@0+!RAOL1CSY]&-LYU%O:IK2[T,)S5BU[("3*E('3VR M;<>08ZO#5@,']3)T_7F7L1M.9W@'+Y848>Q8MA<%MN&E8+E;MA[*<5*1Y1M; M)(7EOHU+>#U/HWH)9NK;":@]B6F%NA4:9F#)_NF>96V1%,_63M_D);R4&QFV M%<2^[R6!8R6Z:3FNB*_9KAT&VRPS]XUPHU<+'ZEW$#F)83JQI<=1;!E6`%>2 MBCOP]6B+>+;,QYT/W]8=O)@9:3$H1;&=QIJC)9[O)L"3I%BV/7^;[7`V$@$[ MD(Z7^>27_;#5C4ZY%5=_ MIC'Q',B]]CV=A%*K:8$?Q:EK1VYJ.YAU'4BEUK63+6+$T[ZA>SH)4>-HGFYI MJ>N%5F(D"5B#B9S2ZVO&%KW7-9[IB#V%>]K75#\9GF>;9I):(/A]7T\`;\+4 MDI(H\,,MDLCN5RT^GLG^E/LY"5X'%*.')G`Z)X@";*43B.15VPV=UD!UY7[` MR'_[]W,2/"YQ$B\PL:W.2"]7M7IY]]/QWMV*A[%=KVH M'EB.8QIZ''N18\9>ZLJFNV;4[>"B^ZZQNXRO<_8>@*6?0)P^U7%0TZ+H6F6""I8D?@;8?)IKLCX+33CJPVB.E MX1"P.H6,)!_T`]N+TS3P+DT:?#E2<]Z#$AE&HYM MNDGHQ['AAW(XF-D=3Z=[YAX-44\3L5X,+".RHCCP@T#W$ITJ[YK9,+J9=OB5 M[AGN[B30YP*K_I@5N[M+O!8-!J&O8;,L4-FQ[41J18XFQVGZ87=RZ1Z90^K! M7P:DTTA7334C="T?+!LG<37/M$)#-D@PT^X,"]\].QB]')$,,[$=-,I].TE- M6W=]N^F5[T?=N<+[*PD]`.DT"BV\($%5*@8B2SS7!*H3:B1`'AIE:>J@%B15)E/)MHSLD M2=_=9G$+"'J#W(E0HYX8F@N6C&XYD1T:.DX_$:!S$V]+`:('4IUC?HZI5&DIY9ARN:ED=MM[:=OFMC7+RB3 MZ30?+S],/\SSCWDUAO-D-_G'LI@OXYPY>S^H/9`W'KVQAO5MW."1X;]I0FBE M.4&LI;H=B\;_IFO89L?TW`V0GD_4!P!YD2Z;@)<#BI%_'3WKY1Q>J)\.-L.P M;,#CP M32T)$D<`S+?3#IY=[G:<]7NB/N"WZY*>##700>PHLE(],`)`L""*/(EFGMUM M`O9B>.TZP4XH\;A\NEH"*Q=_R!X0Y'5:?,F;^M[Z,[#R/)LNMXR7)'Z_P=1^ M4)DO7.Q-617Y/A*B)A'QUZJL:[$C)B]>7RXE()`,5T/3.=%"2X=?B'"CY6WP M_^W1;^=Y-W',^WUEK3P23,O5-Z^&I5'J.T%B@(%B&ZGI.K$AKT]SM(Y1MX>_?B^X M'_#R7EO'\KS`B#4G`GDIZIIUK@6U'D.FXJ<[T=,^Q&L/:PVO<"_"&O[[73'D/;2N(P-E/=B.TT,4/3 MDMI3:'3$+@B)W9D,QX+J?7F2,$UBQPAT*XQ3@*+C^9'F:@*FMMMMGJCKVNZ( MX3[0.!Q$OQTFHYF)$T26;IBZ;QF)Z5BQ*2[/=*,ND]D=LNSSZHX^%K#/WK=@ M>6'">N(!Y[8]W0DUO>F3!F!_F@-Q*T1.%I;/[XYHV'H,_-D+],1/X=]Q*OOO MN+[1B:/[>TPS.@[\3K8/L^L!:S8"P[=!T+EQ$'B&G.FF:5W!=P*P/-D6[9KE MA#A;Q71!@=`=+8SU0$X'<8U.)/.MP?+YFD+@N%%D4TC%C3P[L1/91BZ,_&Y6 M@J[M[_4](\)^_G@D+*3&29:):YFNZ7MQ(JE8#],.%?O^_A;=T^$GY]1]F&X# MW6X5E47MZ=TUE4J\\^FVK)989_I^_B6OEYNTIR,,V+/LQ$CQ-+&IQY8?ZX9M MR#R0N#N9ZE&8;X3<*X,;=IS]-V3OMZT(2*>8W,S`WBZ_8H1?[F:>KEUT?;:D` M5E@7TR*??*B4KS1+;Q\M8UAQ$B6V9>JN9H66$XET&Z"6J)OI9FE[=.`_[6LX M!ZK1=Q5;.+X>)A&F]SB!Y9DZ2G9^;4[JO@T)OQNMC\FH8K`$M`@+R_30BTW# M-I-0@#S2[8Z:,(!\)\B-75B>Z$:B:VX0.W$*2IGO^4T^\X8PJ>^=/7-Z/Y^L MP/`OLMDA];'MKI?$L%/=<0//"0-3,UU0HYIQR6XG#F>>`,"/94`<$_,]Q\$` MIVM&00@39+ZB7\\96X>V#88!@[@1L` MECMFZAFQ5$,-OSOYVO1VQ]I.F].(`3O`)399:F=K_WF&'42I86J)!B9]&J6Z M(<=RA]&;LO^2>5Z=C^&^2Z=-DBB@>M MXRQ\!?L[3DW#2%WX+STQ@C!V34DN9N!U)/Z9DHL`T=\_-6(_SJ^76X7\.6D3 MN^[82$&=,$PKC,,D3L(X<5)9ZZN%W09:9T=2>`'JS7Y"JH(K^*4<9[-'K_D( M?"UT4A^KK!,MCD+=3]*@$4B@1#PMM'ZZ%'8\Z^6H[#'T\+8\H!S/"JT@4(22 M;[T11\N32&>[*]&Q7#O50(W6$A<;]>F>)VU'(^J,3W9WQ_L&;#^NV1D%FJW9 M7FJAS9/Z7B)C)Z`[^U&GONSLL/V5@QUA:@>.%D6I8X:>%WF!X4EN$GK=--DS M)H[SLDUV79QI!(8-:G+B@P:54HZ7[-"3Z&F'M[WFQ6TO6_#0EP3_XSN6[YF6 M90>2NEW/[!I8EJWO+CLY733:?C]CN")AW[=JP9,=BI?AC[H8T.:@&>P(J[/8LL?7>RY>GB M[RO'C(^I>#@@%^&N;,NVG<@"]A0EDC7%9M*Q4,\\#'URWHA'7`>:%3HQT)J# M/E7#-!U)?4J`>LHC+4P35)+]UW?,0#>9BRRC..@J].:]N[*P],&]]\`RY>W45;EY\*@ M=AE76J2[MI/:6NK;FN>`A6R%@ MNX6ZK'WRTO`M>;:/HA5LU\*"4+,=/0UUS[-`LD1I[$@N9QA=]=AZ_13ULXOC M[-2C$MLP;2_UHS34W"CP@D!>`A@MG3Y0)^#?[LE%NCTZXMA8^&B#'NDF&%WT M-%DDE9A!I\&/Z[]^R/X;+IW8R<^#T+9\/PC2P$F=$2]G?(]1 M62W*"GY_XHG@NZY,LZ/0\BW?#5(5=%V4NUL#G>YUG)P;ZYB4IYM^F-B> M%KMFI&N^'^N1G&;NF\EIQ4J_S53175>8@HIFN)YNI$GH65%L18&4=YX3OZW: ML_.0=SOSM+W(=VW33HW(,U([=>S(EXW"7/.TKNP$X;O+>ZE'AA?K86JYMN7J MNI]Z8J"IY0*_.ZUTT.,:X0E.#XLTWW8"W[=M)]']6(`&U.6N8U?;8U#%:7.- M8S+^[5S:]'U,"W=,XLJ1%J:^@'L2>QMZ=IVSD?FF=:J=`7XOU#S;#%/'-1W# M`M9C2.YC>*<9;3Q!)K]+[S$`>7M7 MED?TC#!(S-B(HM0U0!1&>JH)$%EFMZV7K9][&.\Z!)E\?;AE;79LJK5;[NYSN$\W M!`FZ=!L^561Q5=6J52`N51;@0*+C8%O#67#\U"R2Y_3:5TB$#D-R!4*KL<5" M@GXW,0I/3,CSF_@Y4Z?[603)MN>OT2:BY;O%F=-NYASRQ`1V;^[:%46O'[R4:!A>=,BG],4#7(E:4[LYM]'`D MS#9OQ3VQ;\]2UCQ*?',K3A*W',B4$`"-=Y>!:VL-!EWP*&-5BBXI:HK0*DDL M=T>YS#HH*\AR/$^F>LG3V!0W/?QD`-%3H>#]Y\T>&9 MQYC1EX`A,N3`O/$C]ZR^R7O M4!1/H72G]?L"SB>PX'>"3`:9&D4+N/*/VORR\[!'AC<$Z8F/M1@#1>*:_.AY MJ\Y<\Y/>GILLSQS.$7CG"WK/7L75QFCN#M^'.HVLG9HB>D98>*B2`[EIM>X] M=D&2+]ZWT65,<2DQD">3'ZC_]?'MAW_PZGW5YL*4LJ$&;1T)U#R-K(LKO.6\"4\<,$36BF)T\P%>@J:H@"Y M.RP0YA4-B'9JV9[+#3G?'^%]D6CB0:)4RTY=&$]TPSEW)+H^T_,*-[=_:/82 M`R.5'CW)$LA`,@6GL=0E]/F7;ML>)F31]4`@J8+?AJTA<':#EJ:V5H/\#"'@ MDL[SY&JVZ"JD5#E9(!FNA6B"HGF)J_J%0%1;B;J30./6OP@8I77PO& MT6KKWKPMQLO9,_(C9YJ9@RS%B_H`"=NV9VOG?.@\0GU29^XF6DZ=]*(=5H:D MQ9088D^W`&L8%[=#V[7>T^7#Y%$EH10"!Z@]G6T=R7A6-]ZZUI.)I:S]>K,> MA6N441Q0-LS3/Z\UZC+6#&1#U),ZE7("@:!O$=;!Y7.P& M9H,OSMVZ?VP#&#O\,W(]NU8-V6P42(725,)_)5JM=GT0-%2,WOK[CSZ'E/@. M\G58L***YRT^<S]2DLU M%6PR+IA(7:ME_9@*_64(](I5854*&@#'T>OE'EF MPYQ;GN4R(L[W&YN2)J7&*#7T'QLX&O),?M;R7V%'ZDMK`Q[O]JXY0^HQ+UC5 M("HR+HQAN*4%Q:?K_QW.])06S.>2017%!W%A,!X"ZY)"W*_TW&]K"%I'&I7( M&OKD:K2>FHY>$LT")R?U[;D;@H?R!B;HV"P5-DQ<X$?//;^OK.PJC[.-H7XAOS]_I>SL[=+#.3&K=] M&C4HL">)(4`)^V2)29H?6[KNPA@Z1>GUL!R5?W*B3:VIO`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`5T/PI" MIFV'?4HI5NJ94Z11YDUY5O^\-EOVZ:SSX)EPU\!BM%H,784:@^R,V>B=RU_W-CO#I`B!:;1*5$NAH.@F[*:8A7+_(_I*ZLX<3WZGU MV"4HQL M+BKIM!W+ILY\(=),`78U^>A`\SISZB^'`G[DLLPIIIX`9!37OAV M&TGI,B#4NHV-W,86]<6QSRF."X)E5I@Z\04Y'9GM<%5&3^T$2BF"F=5\2N+& MFQ+:)`BY`E7GM;_U;<"*I%],%4W0,-28-8U@".S6>K\NTL?_"@:MU,1"CUH- M@E/V=W41U#JMH]+K5XY>UF3KT5.DL:3DG2&$#I/%4_+UKKTR,P]/[;J;:)@= MRJLW*:F$[-6)F/'`M5!(K]AASBX,P!N4H?B M)<@&C][<(JS6+)H]59F.9GR\Y)V/MJ/^BBD(I)7&*C5`B* M=\0X#%Y7VAK^Q$(UQYH@00-[)X2N-=16W:!2F=*DV>16X!^=$?,?LD!R"Y4BKNO$\T5L&MO%GJYW*Y# MFF>_L;F0%A&?2\/0R6J1'#QR%L-V2DADE5%>J!3>"7I1U5.C/T;&Y_U@S<8K-82U>)"A# M'"'I2ZI?2PB'KI]N':H&6(Q7)-" M?]$!E5)J4Z'<"O0L)J*342G$V-;LE)TV[6@]RX`2BD.,FHC9'JZ#(9\Z2 M22*738LZM#'1*MY-L@VGI^">+_8=N9#9>XV;-#]@8A>IU,\HQ#1PFF2(3NJ\ MFVXI'ODXN4(%4MI4_YM+0@'&M&U.D;Z3F-Y"H//DH7XVN3.`FYKC.>A M$MT_-`6J1"JE&**Z%/U=_4'<#*UO;Q_3$B_X)8/C=LL*H#/'K<2"&3CN"YY; MDEO2>:W/+EIT?UV"-EG[T@@T,\>(T3ZS5]ABG-=AK*`P]%)IZX0-N.+$GKR)S?7\"0RZ",5J!V)/,T%*4L6V]_\/,=[A^A79! M\'78.*^ND@8(E%QRJBTGWLT,-;\*1:]<`<_:@G'+`JW4UCTF#G;GA8[M;L1Y MEW]B[L]5)-LGP0_7P;(/OK$+N\51>")<7_\].$=:?RB.IS'5VIB1J].-I1K' MDE*BNA:_YV1/\$4G]T/)54OS#ER/68AN7X(BUKX@FKW"JWZFP'7)UZ1[WYLH^ARH= M*9D'VXI]!L$GKN5NP[?.S/J3^OJ&U,J.0J]+U)$H^H214T8COVLM=@]+F[*V MT^Y.W+_GV:68#O4+S!`R$07Q39'0-.RE4Z=I[J>>=-O'DS:A&YI8M4HY91=$ M-):R&XU"GAZ98-?/EVY_EN)PTBB$[K#DM=36.$1H"KO7T/-TU,^_X>#4*=8 M=U:EJ*7*"BT4<++)SS`7=='&RHI^ZM7.MK+B?7G[_L>___+^X[LM2YG^];>U MA3<_O^]QZ]=O^\W7'E;^8^0(_9<4@+UWON9A,Y^GK.#Z6USY^D8#SA9C00JQ M0E3)E`:BB77>C8+]I*V\%.\A1ANXYOM?WG]X]^;#VW=O/F'#__=U1T<-H9DV MZ9:#DI`BY#IB8O3K5(IP`6,I(<<.F#UM&OHF/=/`?:RAE85$7Q]OK$=?QUQ+ MJJEG9J76T%.-5'",@!1N4SD92:X\KOWX&/;X$U92[,D8B4%D=:!`D,?@3,J7 MH`']RI//'SMF^/G'?]3_^?'??_CYIS?_W"%&_O2[]Y^_^,]__?O;GSX!\]^: MLOQJRG_]EW)U:VH#]56;5MQ4EU(S:+LU7?A6"ORW&^8BMJ8U;-W_1[*/0H78 M*&9)96\?6<]1]1MGE1>U]9.#V[.\6-\O3P__=0W8D7; M4Z679-U''V"OG!)D`,;,4M$QTQXKF&;1#CO3`5X$V!%E[=:-W;8N8S=X5#\2 ML?RMRPV>TKH??_[;5FK[X;Y^9#U!%E^U]]`4+8 M`P3CY:VE12UF=MP MJA/'(0ZTE.NL0?4=FWM`=_%9S+5`M==GQ`A*M2#%T&;D49?6T^ET&=!IRHT_B0M^!I;?C]N[>_ MO/O+FW?__?;'-[E_SOSNS=_>?EC6HJPHVQY=@=R@!@]B@XQ>1::R^G?X`!+0 M@\VRO($??>]KBAASD+A-5C"@*ZR[?7M^/G-^+FC=/[WK9_S[_NE_?/?V/[?_ M4'GW\:>_?/SK_[%WI;]M'%G^7R$"['P:9^H^$LP`=>X82.RLXTRPGQ8TV99Z M0Y%:LF5;\]?O*U)=HE0D6P>/EAW`@"$>S:I?O??JW6]1CZ_?5:,*7EPL__]4 MC?N*KW$22>XL`4D@N.?"AAPJ-Y8\K@/:8P`Y++C]L!!!!R*,49_:>`OB%)$F M6R\:[.]O&=P]V(9*&HR=XDIBP;03SF5URCA:9GETITCU!^.>7&\D6+C&/*%8 M.F<0=@%G9W^TJNAX3;H5AGUB_!I0@R'T5[5FWT2%D<\C1EW`BQ(["T!^LH% MNXCHPFG1;4;V%+2G9Z4!0-I1A@W2-G5OLCK;-$*I#0@=4V+ME?GV25A$TT`E M<52J8"*6T?I,6,+B(J6CVQ/6,\+:0SS*6148B49%C(QCGMF`E3:$E'*CP/*>RJ'#@>^]-U?Q2@3$\KDXK97X25%"-2+8",)6H#\TKG)CG$;$A_P`WR# MA\6R)UJ8E'!?LH`PJ*6&!A](EOH>EUT1'A`%/BQLO57,P(JWRCM0)H@P#$A1 MT5NUPY0]"%_I4T/96U7$F-1@3O.4OJR$H)AXF8TGH8NF-#W@YGZHONGR38V8 M#(H2.QR55[D5D\*D4%`(Z];BGH;;^A9^KYMS,QI=75Q-ADW^U&VZV.+U-'P9 M58O%>OZO.3N;5V>I$^^.;QXR3GJ3;O'TLT#"@Y[('$;88LD%QCEUP=K24.,/ MZ.%W'%2__K/]#9!?!9VKQ?INWG[\[=KF^G&)!$$)AE&:,L"D8932V\IN M0VRA]'+%NIVYW_99[R\]9,]G[9T.S"+N''`U,JGG7:YYXXR7/6^)[K9Q_CSK M?LAL,,5`[8U&:NPEPY0;E&OS."G'USZDY?TW?[8[$HHB5H8@RJS"7NO(E6L' M#!#0^\KVT>K/*[+SBMSA%\6!CYM$\P$H3.L M)\L.%;UU!L.YN&@04*<4B(&>(85%Q MQ['+WG6M^>.Z]7X%@#Z?1".71$=+0-4#I5X#IBHC*J1^7//JTR+:CZ`&(YBR MX&!!7#"%E`GDMJQ(EQ4;W9?>?E!=2X_L*W=3;%.62"22.2:K4E`D#-&-SFHTHP_K'HZG>AA\HYL)9*])X>B`WR:3+P<1(37'+=HNP7D+V M=,\VY=XC&0`83:U$,KD]VQ0DL\&S?3R:ZFUT4"<3FQDA8V2"1BI2YD@;9Y6R M4(5?&&3/5\0LV,5&!D:Q)RD7(NI;'SI1Y2"*%W;W/1\@QYA76/HT;@V!0L`X MRL7PBI<]-?<,4--,EBL^?&7[:'8U;>;7_^/,=HO?*Q#-VJ8:1!HX\%:D[>`Y MQ_F&QG,/`&/##KM@>3^K5\T#_0]YSL`FG[?O>)U(J*UK?U^DU< MEZ6IS[SS&,2$@UL($9`5[<8XNM.ZNMT8/OVN:,>NG&'&,>XH&*)44B%2.X8; M_J;Z3M.VWNWJ652]J8G^-IIF2'BG++>8I6)D$T"YS0,CF-I,TXR?'J=.R;@/ M[K]'4"Q(R@B8DIZ$*(UE;6TV_6_"UNXHFR:GWW/<;P<=R)0=N+SD1C/26.D11ZR>9!N-.+>4W:/Y$[ M7PB"#[\%0#-.%7LJ)LO3"*VELGFL<51;^%:<'KUZVAL>=I8@BER,3H/%8;W) MU3%`@3'2S??#LWAXM?L>8_AP"@R6(V)4=-Q8&2)".*K<2]V&C?S[54/W./%' M!4XC?G4P!F!T4BA+6OAT()NL)_0]?9;X>QB"OTT:6'!3_1,HH3EWP_G2W_)^ M7DW'J7/;5NBVC2-9^V/#.(6?JW$]:D?,;4?+6\.Q"QZCH!%3@DF=VY(0PC=9 MT%WBKF.?_8+I?OW^S:>[56"A#%/!($0H<*JR0><&1%K>F3VYAIOJ$V[D%+A% M*RG0FV1!X4`Q,Q)E>C.&;%9.D-K)GB\*N`?R)9BASFAJ"&):ZY3E(7,UEE** M;^'+7N&TQIBKNI$,0JP7@,%_5\,Y001U*K1<$6>C,>A0URSS>H$ M.B04OU?UV7E3CS_]B[VYWAOG?'OW&, M6JIEL!1;D"*"\18PK\5F8V:W*7@"`>MA(N+B>SZVJ>4FI21M%L MFD;3KGW(7*1,FD?OT=/H-`,K@C/#C28J]9!O/9'(%IE8?$MRS1/7>]B]=Y!J M1%$CV`\5&A$#6A.S.0X@A2OZ(<>%&X=#8]@I;83?#6/1I=-,S=,\#T.MGN_+/I?%!"HLL]\X(C&1[-VMN(BU:L&)R M',*CQX="6V^T`5N<$FJ0CHJV]3GX?S/ZKFOK5Y:%2I"FG6,C*,>LTB6'`R]^)B,924N:'_TS$I\X$P MN-G\L:>/1!Q@F#%$,`H9%`>"-?=B&.3>] MN"9.1X86E'70PPBC%@O'F.,AM,H*%Z3H%(KE:76VEW%+I%"=(P(%3JBWT6/? M#F#B8#2%0@744CT%(I54(M[U$N1$EO].R!^LQKYU#P8!`>V.>(<((!N/=>^O;H`W3 M=_*J5_K+AAYE/315'ZO&\91/[D2@Q'OJP'Y'T><+E-M""=E0\]U#9?:QQ*"\ M!P5">QJQP3K@5$H.THNCQ+#<,%.HA3SR6&##'V,$%12U3-'7`!/YHB0&+ MTF!\CF28UY_@]4_5RD'^]N,_J_%9-7X-^[L#PRKXC4%4CL[7HHWMMU]/%\W\ M:GG$;0<9>YT>!=B\JR:KJ-YY?7D'EG;RP'+"OZOX>2J>OMQ[>LIDKL;GIO]^VI1GZVNX'LA[-7KU=@L;CYZ"V.7%(4[ M)%*E8FIIGH9:FYC-$,Q*'7HC`MOWM0\DUC-(['`RG(ZJ7\^KJOGI)O9==LA8 M#21O5A7S]Y243:3VKE[\L:EK:SO0'/[\/)R/[SVIXU3>S*;C?#!=GAD)-WD$ M,Y`@+HTT%CO;GH(R)9.>X!0>08^/V3D8<-HCQ^$?M01K!4I;NW--7'&+E[[2 MXV__2$2X7:H=0S`X%X+GG"AF.-7$*T]R:,CSM-T^6-3%]K^-V^FT@H$: M;A3&++AHK(@B^,#;,S&JHX7JT03#CJ9%EFHL&59@*G!E"6F[.FFP*,LVR"^` MHYYSFL*#B"&P8Q(1R#:9KF\F$;4^$V:_?"N"Y\5SW8RPG9Y]BF:YIR#38:TXZ"A%-6 MT38/#C3+^&S/SE=V!QW=X^A9$!BXQ&CGN`5&\CEW`G3I!S3%[ZWJ^"RO%VS2 M",2E\`(QIRG\V<)"##VDE&_#'6^GMZ^]N69 MI)0:8[+N)\MT_S+%K6-9S]G%YF:!'YK;4\J\]FLUK6?S-[.F6LY7^`SO7;\_ MK^=-54T?P&9[B2&M?60TNZAR*+,0#,!_LS:\N?IL^')931<;BGSO5<(HHA32 MAKG`D!;2VUSE&P0OLO!?]>"T7BK6G"AL+-C,CD:/M74Z@N[M(F->.V&*//]3 M0(W_ZZN`6AHE*2&1PZ;`X$QE[#8&SQ`/FG%9J&=E?L:?4-^%.C_GI]GT#'[L M(DG-7`*S:FCSI5IVCDGO=)T/0`!D+\``B$1PKKU9GH^+`1MNRPGUVT/@ASJ@ M8KI$SP]HN]E%J=1:NA3D9<$[A]N^!"DA4!5.\PW)2G]B?4AF()@$1P4"8P78 MP:<,,M3F@T3/"D?RJWZ>4)==<>PK(#I,/"(VF>E1PW_!MJ@RHTO-IBRS?P&@ MOEUVGSL6I`R#;$::1HV\-CX0;'/VIRLC'B>0V@]0%GL%*8W$1(*$#(QS18GR M;:-B$-H*E51:YM,>&M*B>VGO61_AR,&H,<#F%`FK;#0ZS_8-9?3AE3B%_O?2 M4-7"4"MUY"!6O9$H$IX+"P10<:%''%^@[H%4C\K]Q+,H3,"::62Q)2*$/!?9 M4E\$47L/Y@G57$V0`Z'I!$4!(Q0C6'IMA0;8@@_+#?FVL-RO&NN\18@+#A:= MCR`:E&J[DPAA76G3]5[.&2WYL:L6;WFNGXQN"]+5NYG1OW'N"UD]GHC^U= M>6[K=2AU*=N>N:@Y95ZC&++Z'I7][A]_F30_CNM/@T5S/:G^_MU'>.2KC\.+ M>G+]P_OZHEH,WE2?!^]F%\/IC\OW%O6_JQ\PNFQ^_.XO9\V/][X^J:?5J_-E M[[@?,$'_\>/E<#R&?;QJ9I<_8'7Y9>M#TNN;%E%/SP&BYO[WEG]^7OW0A]ED MO'I0K*?#Z:@>3@9K:*:G_RU]OOVIO\&"'[MV`4M/6+^JIV-XZ`^4[&\OR^_] M7@VJ98^L`=#]\,.D7IQ7X\'E;%*/X/0'PRG\,9^-JC%0P&+0S`9P(L.S:C"[ MF@^J+Y=+RD@OKU2:Q:">PK\5%PU29=/J$1]7FL]@M(PBIB=_/X!?OEI4^:WJ M1BM*+Z2@X)+*$@,N?_4\59T,%N>S>?,J2:_[3[P&OIK.+NIE0&PPF0VGB[_" M0C[!,E93N],J1E4:6ST=-.?U?/SJO+Q<,K'HYG%X/X#>G"_C9Y.Y9 M+O)B")^:+&:/7FV":`JB:7T9\.OIY?8QBZL/BWI<#^?U/:#R\V>7N?(L/WX. MIS$"U,^KP:=9\DPM@XG-^;`9?)Q/1J+?5ZR>N@ M&LZG\.7%($W+'%X`!*^G@T20Z?V_#CZO\$A0W#EF@+\5*&L(#(&0YLOUSSXN MEWOW.YE^;E8RNVJ`!J>)^.%Y'YK!+*T.<&F`&"^'[8/^G[TW;7+;2-:%O]^( M^Q\0NO9YY0@VC7V1CB<"!$D?W6M;&DF>B?DT@2:+3=@@0&/I5L^O?S.K`!`D M2#87@`38=4Y8TR2Q5&5E/KE49:8KS-($;Z/7>'&N_#)`D7 M\!T([!H:R1<0Z6DH!&%"EVFU,,*L@"EO!5/()LCTE.KP9[PDD]1G-RS3"%8( MA?4#DGW.E$/I;A`I-V8K_E?J^M[L&5?!S98?UVXR":,IKH_PY"7SG"\FM-%;7%CSJ%1#DAU)\)\9Z*"N[0M. MZ,/@00'#)&/A@03X)UR"Y(C@P1X(#YORG`!U$K"`8F2J$D6ZO/8#Q`'B`?"X M*")`4]\'FD[F:TL.B!3ZL+X12`'"Y,1/Z?*CB$Z`0%Y"?T*Z!&%P!_8,4&Q! M5_$>3RVD*$N(GQ3(_R=\(H\D@G9FS^F#)JHV!.`L7L?J):!6X2YS#'2VUU;%Z#8A*"VS/5% MF50WR:+W9.(BU(-RC@G(.["'*_C814E@99GWFQ&(@JRI9H8 MPJH`-3.+IG`/FB8-\E#=MCF]_)V7@#*:L"?M5_Q-3:QQPQUE([S_@TRHIH8U MI88Y5>(;4+%ACWL4=WQO`3)!;3*P>R<)TX%EZRRWZ#/C+#<,>\+$C>=@:(9/ MF\,C,3\7M\"6B&B)EVCU0/"_=A%(5/.,I)&"/$?05>GP^W.2T3%M\W*H)4+)MK*ZURSB&4905B/J;1LE/.3',-H@=?SD+AG< M%^8-5=PEVZVLOD$7$0_U$OQ%^\'#`_W5P4P$N9D+-L`CGL[+55.+Q1H.<;!5KRX'Q__FI0 M,:XPW`[&HJ+E4L\J/UQ*N7[-MB^Q%K7F*8,@(X(9!!=&\!ZPMY_FA')HU>NC MS$[?,@<:P:4$=%&!8N%L!BQ-78-22`&?4GIO9DW1UT^I7('AO[IZ=65`^1(3LGC,^X*XTQ8KK`2\I'&4D"KK(?Z3,R<=7EOQ.>HY:8*%`X6T6#/RA MN$("C_,WLN:`9O,%.R8&Q)O2$1722V>411AS18VABXC,X<&,B,P3^HKV:$[: M`%>G3#94`YF]"(\/TVW@@#AGD--T[:E1B&XG7NP_=]E@_1`(OX&JHP`*X"G2J6.$`I>0'O)%&`5^ MHLXPRA+X!@5/7\HR_4X115"-O@]?UV.+4B%:4)<3>>E2$\EIO3*Q)8UJ+:V> M:;TMR3$R.CZ9+6!)7G^@(;)BV5$N"B5:\`"A&$1#C>%N+"[''C,6>0"D>L#+ MX+4L0N?20CSQ11E&DK5:&8:AT\I\9<@4%W"+[C80BBD#AH8LA+F&[CF@4;N+ M$7.U0F`%L28/Z#1N1*A_^3#X^)F.(=X@.C5P[@D)D-) M,^!X,'!%;3*,#(0,S;=K7!JT?$*?#2>,)%FI/W9WE#TM*&L\#W0!QFW:H&>Z MC=:T;EGF1GLTS!X0R@I,_,(U)VOW[L=VSPEIAE?FCLO:[8QIJ0.5>PF;N`#N MPL+[UMMB0Y4-[E7,.UM06*-'+TQC8>E&+G7N@<5PG"3*-DB0]4%=P_-2/V$W MNAF?71!4Q+Y2KQ:B7N<\"Q8MDXM.1NO7K%*1&]'1#C,F+>DXN;>*33)[-E]: M9%S$#Y]Y>BC3#&KK6MR&5@[Q'D$TFC)N;`[7#H0U89I&>43\&4Q]4.`XM$WO M6.Y7*=H=_+.78'A_HYUYP0V[H-R;]7(/+&E)O;)MH\QTN`>G]9(SJ]=,6K,@ M2O9'R=F,,#6!3+.MA+)+S$"_D*I\DX`:(ZA#T'@JP48F-4PGQ/D6&=Y&"'J* MR3S.A&`#CE:B@$!S,5JK?:MF[;$B:HX@;A0](PHPDWM+V`%#;;L(^N1AO)/@ MS5AD%94]C13D1FVX=7NA`M2W5H% MSPJ4R_>N:9E9%"ZV*U"ZF+FXU#*2AK>">IG4LKUY`+Q[EMA?G\*7ZP:V;3R= MCSK&>@1U[-1=@O9=]G^N).?:S>K_VF=6H_[/%7K)FFU6OJ2:(D5=WD1RT(,; M^^$3WT-:VT,JMI#S+:2DO%FQ>6H0K!LOG'J3;.,`#!CB8N1EL3HEED7;R+9X M&]N[P6=F-A@UD$!J,V^0.IA;;::W;SXZ'][\0,S-/"9MQ?Y/OK_J M+O*1XFC87W'N1S[-O5LO.\>&,"'N?ST!M'\ MS8_%))I5["`1#\$[G\R2AL^*!,+_=8/4C9Y+*"TB2HOF>=L3P>X=BHN&W]2: M=[0.W*!8>(GWP-P%W,>+BLI.>,:"'5(NG9:ALK:@387*NQ%?(PIGS_GYG.J) M9QH`SLXYEQPV)7?8MFQD4.5?V:!EY:W5[,H^"JHD0:K$6S8$>63NE?`J&:CYNOQ MI%9&S;?%##?22VIG`9H'\@0DI'$\W)"CE)D1',<";RR][+?/% M56^]>WF)_>O,K$.DMC:/GKQLVVV>A6O3D9.:3YQ0XEQL\$:]@Z>V2G%`CIV] M*[G7VZR@[)3E-I./>LS)FKF:;S8S.[444Z)GI$':[\@W+Z88>C$:ZEK-.^H1 MP:PG>K*4983,W`F=?B,&])XCJULLX'T&<'EO(CNVCGE%F-YX>VM1JTU/3W$1 MGZQR@3)C-F9FP).'"9*P.BQ;E)VS686R.FT MRCX>P\J*N%W?4@8G>G?DO-N)$UG:>5[FZ#6D7)7/`E8J$Q0Y^<@0WIX,?IK% M-\4]JZVI^^6,+!HO/SPC*]<;Z[G^*SZE1UEGH8^*K4BT@GORC._UK=G\J?%: MT06O7-XA<[,2&#'3A&DPR=Y:T,5=+N$]^?%\S\CU;'';?MGU2K=6SR!UZUB]O=BVF1@T_UT'@E#`L(C%M!M-3!:NL[ M#WIE9Y&SK3+V8FKR^,_E0B&%9*[50.FP@VQ3`0:^`A[$P`1+*:5RDVW#H4`G M;DXYFJ%Z&-2Y*VK5#G6,$P^"E8*1=]=I.:BD3+9!F!7(*6[9*`:SO43-GA(X M^0/7875%52:M)59C_AJPRS'$0B\)!MURFP'-WV>9+=FJ/X`TS MMAQ9YF+QSG("+4V0SL5_YH.^6>485V1XI7Q7TMQI&4JJ.<&EV@/;DH-?YKAR MDG"6>'PI;^0291DN-9?:PJ!,IVZ+]Y6MGST23SVLR\4&+:VO=C@\J(ABWV@P M0MCIJ/9G`KXD;MU4ZS]5;;4U@_*R3"@9=>_87I0'9;51%NR5(QQ"'1L_1X!B M/5#^_H*+(78:SR2UYNAEBWBI'@5;SX(4P--`XF1-8S/[^JUR0ET'FG\/HO-4 M'(93F+]YP>V)+N-3W:-O$5-V3M75?O2%<]*M*KJZG:06#ZU%?%"7FCO?![U0 M\?:BT%M6`*\X:O!AK60N#9$XY5!?UC]9H`V43\_M68W2.FURJ]N*F%8-@UDG M=>F>?'DP;^&=N!$.P,_EAP98`==?7U*\IG@PJ\\S(;Z?7?/3&_$-_1POW4G^ M>0L=7F@3\.1-DSG\"7.ZQQV;Z&Z"&T3+F+S+_Z@D8:P&%15_890+AQ+\]$96 MWPA1^,0^2,7%/R;3U9_1UD?0P<`#Y._7GK!Z]-:GK6ZT3KQ/NO!]6D?&*8D= M&6AG"'HJ9W."<-\N8,WTPB.)$CPFD8$Y"UZ_7U-4FX'L\N91_^4W@9HY0FXQ-D#* M_>2;T&/K]1!PN]UG8^WDDKFWWX!;)VS+V`XSK?#XU[NY-P4KK-;M&,YX=3/> M+\6Q^Q.8CP/A6?RH<7;<9,?*Z0Z.@_7C(.>[%_FN&G_D?,?YCN,=Y[O;Y+N# M\8Z;?*>P8MO8[P7JK4^[(<:L/I8^:&T?8R^)6S+@O.LR1^[ZD5MYS,XX3CA.,:UGW"O_ACIA[66$D5-I>X&WZ^Y=4$+7J^8T&'] M0+NPZ4+S/CN\ZNU"E6OL4+8#3KZ[-(GJIPAEP-H/ZINR)%^,?^KAA1HDQS^A MBS#'F0[3AVM?KGW;+A5<^W+MR[4OQQFN?1O4OO9D$J5D6J(J_H7_=4$AY[9# M,?J\/(W'*R)Q->YW+MR;7G+6`9)QPGW.UJS^QEM--A0R&^5Z%:FZ#C+>O="_`=5\JW"Y&< M<)QPMZN4N=[E+BUW:8_?F+WI_=?RSFL0)I?;?>6J@=/G!?H<7..@`5IU@3Z< M?SA].'TX_G#^X?3A]+D]^G#\X?S#Z1.8;=_[H";`-P$Z)SXM2!7W[;EOS\/[/*/DXADE MK*+?E.>5M%,Q75(OJQ^Y&GS%U0W8+F>XCC# MZ/B0]\5J=!>M M5)VM-D9K#SD[ANR<<'5`FP+0-@W3>Y_PLRAU$(\?1JF'7+>B8#F,3HR,G'"=< M9PC''=J6JERN56_/D2UMM?Z8N##U;==?;&`EHOE>0.[F;,=3DL7O:X^(O(A9 MAPWFK"6D'ZO;NG,BC&8S,DF$<%;:WA4^K#(AA3`0$KC."0-JT=&DR2\)_$_V M\TSXN"01W`<7"&XPA2L7RXC,21"S1TW"!:EA_M9IT[]9TA@A81F72 M"T`=LL_EAP9AM'#]-424\)KBP510A`GQ_>R:G]Z(;^AG0(%)_GD+';YZ"Q(+ MOY$GX7.X<"N:^,F;)G/X$^:4(1,`B^\N8_(N_^/])IBL!E4^*5$`DFQMK9A^ MP&$+.IB?WAC?OPAUZX";W2==^#ZS(^,\];ZNK(,D=V2@G2'HK0N$UI&!6AT9 M9[L%XKBS?0T>F#W/IUYI;N.%4DK&:0:2L=,\+)_W*XPG+UC][;CQ_%!CZHKS M&/OATVK0_\.J?71@W)^)S\SJN;>L[\1EZSB\=5&C8KC&"YV&&C]>WRY^M!=A M"O0K2!K.5G__[):!(8Q6?[_])8SC'SHA;I/P(8!KIH(7"!^=#^#Z=F#8AY[* M;L=HW[)X`T8&/H41HMM^UN#)0,<@5\>0_Z*<]TLXH=KT0/PZ4)0N*SP,2HMA M`F+Y;AQ[,X],6SG@610N!!NAU`N2\,A8X*W@4OODKG6XU6J+Z^9LK$M;505& M"8@'K1PE8E0K!U;"36&%4:T<*K?G7KL]=T6_HAGK[IJ.4M76R[S3M5A<^R>2 M&7TKZI=6HF.^ZX>`%`A@$'U(H21T-%09V9>=BW:*:SAD8J M0]_V#SI7"T>Y;IW5!B?M&;>I\LL9]&S(2^$*]+H*]/"LG&O'#\:@0?&DZ;^( M&PFC`$%G2"9D<4\B09%ZG"$O$U;@<-8NZK2.>SB<<3AK%4.VC#X(Q(D0N0F! M401)Y$X2WD6HB\8+KSA\",=UO*#P?S50RY_7#>80QB'L7%7Z:B"L'F>60QB' ML+9#6(L(UQQN_18&=UFAV.!!V$P*?#OZMB1!3,H9CX4`2R6:_T;V9TUTD^S= MXM>NJ5SN-7"O@:M<#F$=AC#N-7"O@4,8A[!V$FY=CAKR&?;2[0*#X2Y+AX6E M:_J>NRS<9>'ZGD,8AS`.81S"+@QA![6JXPW,;JV!F7)F`S/QU+8V)S=04CK2 M\$PHQ!FJ1?NP8>4+\7\Q?/DEJSNZ3U>:E_=V&7EVGH>KF0VC;+.9/>$)/RREPM/C#%52WG'LX];:1.Z[B'ZT!N MJ'$FO6$F/;OHVV7"+ITI(G>N%GL]1>3JH]F9&73G+]G.G+F+CZ64FR?PE+QN M&M@\GX7GL_!\%IZ2QR&,0UB;(4SLFQRZ.'2U&+I:1+CZQ&[L?2/3N\N[%NB0 M7OZM4W+/O1@N1SQJP*,&KT?>N,G-36X>->"F-X"!X!=/;C05 MW&`JA$M,@EGMC0IN1(0@3(0IB>$F<%/ANEB8L\1CP0OB)$H7,-98`$XAD>"F MR3R$U],<:N$A]:9N,"']0^WN_?0QZR,'_5C9M/\Z)\)H-B.31`AGI1Q^X4-I MHD`?S.=PPH"R,:7)%Y@PR7Z>"9GK`Q=0HCKA8AF1.7@@[%'4.3F5(*MY\')0 M7IO+04GJF>6@%./$FBNRVI&B,C=?UHE/L)X7'M<5\WK%:0X.L#6@N\JE2U!C M#]?XRFA_[2A0=R@`7'OY9A9/X6?,7 MZ;,:[C5*>IUS,+R5E1600F54]BHU]A;#T6XT%OUK&S#RMA%.' M`^'5@;!KA2E:QHE<3CEU;@_%>%96UU,'.1^^4C[D91PX'[:!#Z5F#+W.9)6> MS[+C73NJMYQBVB1!M[5Z%WB[Q'9A[DT=43J?AJ_FD-+YI'JK7R"[J:W'E,XG MW\$'E3BZ<73CZ'9I=-/Z1N/$Z@3/X'W\_#B'KQ:P(H>OPXTS\0+XQ8VS$Z(I MM^7C5X(FFT?/NQL>?16A$:YDZZ=/6YBL-G79W)SK5WP-Y'^V93V;ML0Y%G`L MN"DL`".X]NW9HVS=MJQ^;;%&#A$<(FX-(FK+M7X=$'%0WO3%S)NCDK)KHA?[ MB)>_\Q)8CDGF"KM>)+".SN%,&'N!&TP\UQ<.S9,Z9"KYB9=-YM*7ET@Y+Z;D MQC%)6%:T[[GWGN\E'HF%9.XF--4\(C.?3!+631T/)T_*6=:KY\2K?&LOF/CI ME`C35;;VZKI2@GI/F+CQG+Z:_D'^2N%ZG_WD3B:8$Q+#`"8$O@;N[`DA#"`J M?5.^;ND^LXOB>1@E=PF)%L)]&(%(`F6S"89(X_4?^L(_B9#&I'S;SH3\519^ M$M*4^ZVW3=(H(L'D^0[6+UQX+.//PX-#DW`!D/`,`W&S3/0)P(]+*>M%T[NE M&R7/]/NUR^&=00RO+?+7G]B0*^.L%`N`849DFDX(7;K'$#N`PPH_L_6=^>DD M25G@HO(LK(`7"POW69B[CS01+`3&H>,*:&(;+":(=T"I"VM*W`40DTK.(Y4< M>.*++"!X,5R#U`,QF0HICNX_.!P7WAS]28`'E\LH="?S\PL6[!*XYHL\`(=1 M&KH"S&5"XCBC#9LWI7Y!MG4:`GGNW1@ILX0%^"L-D94RRBPC;X(2\`0OAF<_ MNIZ/`M`7/LQ`E&.\DEV"^53TUE7QB.+J7LY+V06S*%P(2(,$,RPA0WF3@@'=DT_#6>P"D M$:;+XD,`>0C*$;QN`DSL`=F7P&73^)*L(-;,"A\"`=]'20'"N6)X>"D*ED\7 MGI6JH&L#L@SRFU#A"Y^"7``9<,;!P_[PF M:H]NY!%8.KBCN$A(R&0>>'\!1Y;6;."[DS_OODSFH8]\Q>`F9Q%FP+;!,F60!<,&CLSNRK5)>!^3B*)^ MSCF@@ER`^W0RQWSJ9X_XTXQ_>G0L.R`MDQ=\[80)#&K$%3F9E+#R*C`-&(^' MO.#-GG-YHA.9ADR2)O!*>"[,)%.53$M2'9#D0R7!HQ>%`3Z^![^',6$/H;#` M1@<6*;S0F\&@*%VH),(+PZB\!&I@6[DZR9[MLN/07'.D] M*09+E9[KQR'0R,<5`OD#4G@QZ#0P8H$W`L)`*B*/'GG*5Q=D/@QF'J+60WE4 M3UXRI]/.60%P[A&H%O4$;P:D!,-@RI`<+J#O+\E!;^N=0!J<[=K(@%`^,/<# M*7`4-.<26)(I&_AQ77KF'K#&S)V@RJ-+GRVDEV5FLRF!-9/FB=K+$+D2E!0L M``$3(2!A&F?+WJ<687;G](\T3ABW('WODF,T9BD1&00K>`$?X17@>=QES^0V;8PO2\4,$H4Q@<^`&9&=-D+!5?HR$*(D3&Q=A)R M+_*L"R2`S\@X%(7R"WIP1^`^4'.X"&(;[P%W4<_!?]X"I?0)1HR<`^IWVF7S M!FLT+0B@VA2-N7@2>??(V/?A(P,?$%9J@KHE3@?MX$]2/U,U.8!E,)7A&+(? MD#8`TH-J`VU%%X/=3J&)KGMVU2Q-4.S6#:DT0JA<@!Z@:`!W@T:])X":>%-: M0M9B`B[3#3E2%:+"]!5#.@;`N1GF8@#!`T,=W19D"S2G8$13;T8-F"1[=NB' M#QZSQD#9I(ME)@3AR@*FMY>(!$_)'83M4`((X%,,2WVTI(#$J[<6?(;463W3 M33)C80EX@/*)GER732ID/Z;&<#9)AD@`HPP]5Z8G<&3*#*D=3N\"#"A@H@U0 MIEB`@`TJ'=\```%FN4L-K`K9=DW@A6I7V6&,[.A$*2J1U=^BWSRME>2B-)VB M&J&S>X=1EKSN#,L97L5$%:DG;$VT.X7>E&S=FGAUZ^"4B?2Z6G$#;* M17(`/_BVX66V#5O->,VGKU)>$X:HIJB3=\)6U*L\?+DILEQ`FMS4G6?5%P1KRMBKHEO5@:;9*-L,Y-%BI.Y&VSH MWVQ7AYZJ85&>#ZOM$.+1VZ9>1":X%4CW8U:?5DI^EA4,I"J[K+'Q@$<4I@]S M($$4A?=9K(R%KTO;IUR)(W8>[H`S`^$,7N$FVS:?A2>Z M&8R[S][J4-:.H=:H][O6;PD9H=*,L*4]_?P@,(,SQAY M`>[:Y?OL*QGR$76*Y;?5$:BY]M^^W>840[KN"VC:O*:PK7 M>#`K#.U$>,(/QQ_3HU7WA`3EH[?%L1OSK0GXQ-\I1.T MVMN7CCMU;:O7W:J2W'^GD=L563_1$&[9OCU4"U]TV#;;KOV5;=>VHD2BN'EVW/O]6#I`);BN'5C$-.*QP6+D,ZPU%3F?B").V"]+>&6+<+FYSC.,=QCN,R.0AT#`1XPPF.!1P+.!9P M+.!8P+&`8P%W#NJ,'K0H@M5H#1::N^UD]9_Y%E$[,+=%S-+R.RZ,9?WQ![E+43&K!-4++R5^6;1:_4'>6R(QX9X;(AC M`=XG]E6.`1P#.`:\8@S@]@#'`HX%'`NX/<"WB@XD+/U8;=RR*DG%MXRN#;TM M8L+6$8YS'.W\#>7.LY MX-R`/8\:M,@<:#VW<;QI:/^O]2O/<8;C#,<9;M=PO.%XP_'FMO&&VS6'X\S1 MS3%KZXTF[)K.MN@2ZYRFBH>PV?KR-M6/"03A&!YXH&BK=46DZGBN*GGMU M5`?$`-Y9$]S-]>>V%*35$$FI&F)$EA&)<>.RU!#1C04O88TSXX2V.IW#X/QG MP??@5NQF_TCBA+60I+WFW4`(`8R\P/6%A9ND$3:?I7T^(T*$!8QC'M.^FB2. MSV\^R^6H`W)40_BVQ7+T*?*PMZK_O!(@VC.:!K,G]"C`Y!F_P&`V/1\0+K$/ M*@I5$KF3).X+XY7`>7&Y26^:>+[W'U@+P+W?[2%TV[Y>UN>;O; MNE[()\@G>-1]O-UMFZ-9AY_M?7W-I'B[VZ:&V)5VMT5?3-Z_CD,.;V[+F]MR M*>92?)P4MU$N>'-;WMR6PTKG8.60YK;5D"FO17$PV^YS!7@9BFN?K6D1_[6. M<)SC.,=QCNL$X5I#+,YQKX'C7GL9"M[;=E(?$^7ICT M>BJ;@T#'0(`7*>98P+&`8P''`HX%'`LX%G#GH,[H08LB6+RY[:T%LWCXE(=/ M.<=UA7"I3_(8T,\-L1C0QP+.!9P+.!8P+&` M8P''`HX%'`LX%O"MHQ,)2S_R9K=MAN`6,6'K",-].'-;CMW$J?UK7IXDZ:&X_*MYX!S M`_8\:M`B[);+$6]V6V>S6][AM@Y];;>@0ZUR[@CHX^F"8O.&'EVMHJ@](1YMY](30GH49?4-:WI;7+ITGRE<4F;Z!ER;$'QT M%#TCK[&W3N&_)*1CB>=AE-PA5PH!`CEA,`X<#KP5)U%*4;\O8+MAT`'9\U8S MH-J"#6D&ZB"8>*`22G<*<7K_!YDD^+[2O*=>//%#;,T+TRQ)Q;T;P[]AL.)H MT"93XL="&N/X\3Z<)\G(A M8+MS_CN>_XPKL%_V3&JW5!YX#F^>8>MMY\VM3@\_)\FYKFFN:ZBS(8>_#4;L M?N/-VKG/R<(CA[J[%QVM0.4?HEQ)'C?NR0W"=U MPJ!I]\?I$:PO_X'W\9'H+ M3Z9S..-P=@B<:6K?O#[1VL(_',XXG+6('3F<'6V=Z7WM^D1K"_]P..-PUB)V MY'!VM'5F]6L[:L+A[+67Z'0B,O428>Q.LG*?L.9`PX&&`PT'FI.`1C'Z M!@>:)FI+76Q@!]<`P7KD-9&1?JP<-/N0D$4L_$I<+!4QQ83)UDA*>S^[?]9HM#PW* MM*;/QHG6&/$6RSA'JPI M(DSF;O1`7B@LU>J%'J9THK0J2)A&R5SX*W6CA$0X4\S`I.NU(EA0G3Y>62'` MKK&\4.1BO4P.^Q$?DI?=*,MF]M7N6CK?*5)?$>"U/GQ_\`CWEL]9EJHO^;0` M#7#O6^\'(2&3>8"%7YXI^\;A+'EB]50HUU%)>2+PQ=8G`.59\1<@B?M`*'&] M8!:Y6+UF0HOAO*6_Q^ER";<"X;W@!RSG@G?^%N*ZV0L8]@0N(0]X?U_X)Q$F M;+TBL-78\[%(")DPL9Y'8?HPSTKF3,(%W(^E9.#Q[J/K^;2,R8*X`9;_B86` M$&``^M12E1PZKVHE(5:V)YL[2%`MQ/\/B<)Z5K&H[9,7QOF0E^9Y&Q,BY*5O M9?%]&>-GPK@HM_-A55>HN%IZ+[CW2&FLCH7E@=(X1D(7[V'O^(&28(:$O)M^`3_%5V76`N,!# M6#H-;59X8S#'ZB93`7PZ!L6S]?N&O__V1?A,'N`C0;OQ"UF]C:NZ\U7=X9H. MJ_I51>IEE,U`R8X]5_CD3KR9-VD>DYJO.%D&)2^*DPU,DFNVRL\L6OF=)/>M MQB`&B;"U_J07)&[PX-$:DU3^>B"[!.B`&7UQYD@6ECBRZN?0G3ZYZ`P"VS!6 M`I;->.AG8$LDL3,'WL?JJ@`JN`AIX`$8?`%I^2T$X)&4?%!8&!73_U@ARD)@ MX@2^8"4GR[R;S('[[2!(X9+/].$H+F-`;T$2[_X?'=\,]0\IB]2!*'0<*3A, MO6"1;^(Z$FT'<,'R/$7(%]/P*=C%JS`_5F<+.,>CO[B^]Q_Z"UO"8O[X`%!` M]UD2(RW+FOELN4JEK)=INN)EQ_L*[9/YNFS^@Z>@]J4N>@4'S\_LFRUR'*ZE MHTN!]C6=K5S8D9!:IK25NMWW#9U=T4D`5EE\ML`QV_<'6$\9J_-/X#MZ1+RA8) M5CDO3#.PD[.M)'P`9/O;)\H,2^^4BM_@\!0"`1WF:B^4,AR9+T_C>2%(ITE$;@O%!B MYC<"40+**$#N7ZDA&Q^F8O.___O'-+Y[<-WENR',YI%B1,FDMH/I_Y#I`PB- M#9;H(]V7&Q:5\[\"LP[\F9LN&]8;ZG'1Z:3Q]\S?QA=6I@:;76CFE6RLGFK8B MB^IH,)+,D6/*BC-4V00]K[%B'1.^L3PP;&MD*R,3_L\8ZK9LY?IRH)ZE M+VM8L<*`_3C#^^%F.NO/S".B$;LO8+"3`7KDG]QG.H3"V-VU.*7I#\:&K(T5 MRU$9IC26'KSMPW?^8@]XFT'2U\^(]G0T=/RAO3JS.1HL?3# M9T+`Q4-Z??+=8$NTY93SGOJE(P;HQR5A0K=W8"YW+$@S*7$-W=\.8N:7%7O= MB?L-W%)0#%Y"=R'0:7T&;SH62(#>7[GK1CW.:VV]XNH;3S7=X[3QU':D!F,\ M]41/-GJF58?7U3YC6E^6+$TJ_JFQX9AR9L,Q[=3F2O*ENT`I76E7Q2=XU0F> MU$BD156!+FI5?"DIX++9EF]I[&] M*7-)/RYQ6[^V[AD&&Y4&IK]TH MEP2BR463B^8+HEF;D_SJ1;,CD>Q- MLE+Q>.2>\C.T],RV;'?N M.ET9[!KI+-MZ=^%R+6=OXDR4><%.M*WG'1X%XE#6(G;D4';<22NQKU^?8FUA M'HYE',M:Q(X&K<`?J35*;==7YK+F@3R>I@;B\[K8?)R MD>V[C]?#O")*TX_5*MMYK>FO[C=AP&I-\QJ8;0KL\_IPG.,XQW&.XQSW2CBN MHX>AKLYMG#YU2>.KK!;':V!R5NM:#4*M\G\QJ9/-S!<8;C#,<9CC,<9SC.=!YGZLL\;OO*GXLS'0FF\QJ9 MMP'-M=5).(665RZ'T-#![BIM6B-8#=M`7)Y>L3Q)31TNYO+$Y>E5RE-]A>5? MB3QU?OF0!PNS6D';LH*X%W8A ML&LB][PM['6Y%/-N;>A8%Z-+6SB!!WLXS'"8N2C,*!>L(]863N`PPV&&P\Q% M84:M\1C<:X&9@ZK?7&Q@):*5J^A(LOC]&B=*YO);I6!-362E'RL9*^S@_\)@\B=QDE$2"(X8;0, M(U:U5Q9%2]A&`N$M>XHIR^)[=M6'3\57TOL?!#>8XNWBD6_\+0SNBM9E0R\B MDR2,XOS)DO'^H.'`6ROC\4&%";,P$A(@PT/DPMW!@Q#.@(KPP+M[-R93P7UR MHVG<$^)T,A=<^.,^380@3`3?6W@8GTC"'KM!"-E9IIX0K3)LV"\I)MY0`FS^ MU(/[A0D@C^L%`LFFR2X%2;G+OQ&F^<3[];":)%^:USX&PJ_N\VKAM1YEIIX0 MII$0S]V(S$'&2`237RXC,#&F=%UR5A*>YAZN0)K,PPB>S'[UXCAU8>%QU=(E MTK)"G2/'FD4C,W"G%)F22<:,[Q"]V'2TGBJ*/;CFW!?2IS$"Q#@-),(YOR:9NXGP1"("S+0`MD&F17YQ'UW/IT7$D*<+RJ2PGI%PDJ2+ M!XK6IF2M1HB"$J?W?P#OXN*$:1(G,%8Z9"I8(%(XZ6V<(5#)A"?=`_T79.?\ MEC!8^&9&O"2-2$^8X->^SV8!5Y)O2R^;$[PI>RT5=V`B1IV,T43&:!ZP&`CY MW'W$<=X3`I+YC403#_$`'AB3)/'A3Y!8MB1]P::S&)()6=R3:#451>I=C".W M)I"?PHR7&[+4DQ2EIRG5V-,Y0K1?-J)PL;;>L'@)7[D3AEQ-(3]IT7!Y+CCJ M:K9QNPFM]G3#ZBEBK2)RR>&;$DBX5@_9KI5/0M9LZ*G=B-N M>H&B]9][#,;6E=XL117'E%>\KKLLAF4W8AS*U`0P]AF'8(BX"Q),X;\$5/$D M(FZ,<(_TR*U$IO4W=#PZ`DP-7(J%E&8LQ34K\8*FK]'\=+A2YDJYQ826-+FG M*M44N,NHY!<*/J]/@OV(#\E+4--OGM:J4N^9J27W9+&:5W,Q[7W)RJ2^,47/%%AW-3T08QFY,'GPW>?@_5/_&K07\ZHQ*I?[Z.CBK[GH3--Y131B M24.OR$ZC+Y\^P251F#[,*X&A!$V#-'HNO/4/8#H`#7#UD?KHZ1/TYN%Y<`>] M"I9HF483&""\)@IA(18QCG(!=SVX":$OF7I^2@="9C.,<."[YB1?^^0&.!.^^CLD`\X-=(<(6%&_U)$D"O@(D+AK_< M\LVKG\!D6XDN?$LCVN[&&$I7?XH\#/"%@&F22,70]>-0`('R:7@WPSZ0J4U2 MO!?FX1-Y)%$OBQ[FAJ*`]B$:011%,FDLQQPK1"TF/14>X3M=T^_U^00]R'G?->"V/_\OG+[\6>$HUAW]5C!0S( M@Q?0,*2'(75)Z6W9[:$&0!Z13MSH`40NXTQ@8CJV/DHM:)#L:V16?&(M@P2] M2:I].$\S>M)[%+;$`P%\%LA?J0N0$`3X/PG,;P)S`(6?DZ26=X+U5L_8GXD; MK<+#4U3R0'VZ+)3Z`A@M.)$@I5B#^X2[-VU2/_$6\`B@0@3HY&'$XOZ9/KG8 MTYNX@0!/?R#U1"/H+/Y#HK`>D:4`7I90(0I61*&[4!Z_!5[ MS+K!T3^-L+ITR`"6LYG._YK^#4BU%*PX>`6AXAVBT@]U,RO4.@I;N`;NRQ M?;ZU&U=VSJ:EM'(L)JX_27TWR;:L9ZX7"8^NGY*<9=>@1DAI%-,5?H5'`SN[ MD0^^D;=(LPW-13@E/MVC9$\+\10#WL$4(!IR3.^!;12G"W8DH=I.I:3'UXZ_ MM;V-E=K7%552\W_JZV*EG]O$2CRULY!^Z1Y(+7]A1U*@NGP(M@UENGEQ?)\''#X5 MGCWB3[MKK;J6^59N^Y6AV!'U.!ZVV2%J-"I)S#N<<[I>>K.I`*2R$MUY` MM[?B'V[0;&U6"2K]ZFGU[M.L6Q#7M*G?%J'E;B7GM1;R&O<0FU8,GG;%QFU6:8E\QN>O('0#N.G+.:27G<-=Q-QG'I5.&V1'R M_(3Y#5JGS2K"[TRMKS;?[Y`#'3?JN0/)>:VEO'90?5B M9[1,UM-.!8+F"4MJ*"=I@%^>^@G-R4@HB6GZ&$W,P(232;A8HER2_/+M3GUE MN+_WO\`->28X6X))&K'$[RQ_VTT8>;Q%.?5KKX"TELDQ#XH$,:/O!%@(4URR M+)0P3U^A:20LXQR, MF!86S3*Y$&4J#-UH\FU=*7E72+VM.6\OYMFWMYA]2[GDCB9FLM9.7U;UW(3/ M)$FC8,TNH&H*JZH`#;Y@Y09\TW\5Y6H_A6&T]GQ-%*E5X`8>B7FBY\9:=S?1 MTY0M6<__47BFY^V]L"-[DAT+7;SZG"B>Z[HPT`F:O]Q`( MYQS..?RP[FWF>=Z"#N2G=*^-;9?9TI]A6%.X[< M_.>.(^><5G(.=QP/S?*L'FV^2L9G]W7B=Z;>UZH-M[EYS\W[EJM1SFNO;G*I3PDE?)*N9X\>7/K?5U/WCPP+?"FTSOIQT,3)LM?=S5K MDSH9D4<2I*2DM',6!;/U"2`D*K3^^=F/7]?3%^$^ M_'U!%1`P`\MU>N9,^@6`9C3A,T*9`]D'7='/8]EDH.7U.^7\]\+\M/[((? M\Q"Z?LP$?AKA4,%=A"<+B/_,?,]TP,2-YS!U]#+I9;X;%![@MOGD\)`9?#W! MFZ$#!9C3$]Q9DCV\%GZIJP_V7:6U,Z,.78S<_:`+12=''5YJ;M;9U+L^LZV8 M#CK6)56@W6?$4LV\HDB$6_]17 M/$52SJR>HAJ7KDER>>I_2E8%>YH7\A,II`?!,H6SU6V.^(W[M M'?$7*FZTB+"-E7_?SL*T?AUGT`LP:#%&?P']>$`BEDM1L[*'&M;BK455OY,%JY'([T.W!!E.Q)?;[Y!9NL8FF/S M20QM/SS@81Q`X@_`OEX0>Q,&QX>2_G5G>&TGZF]%O(K99KB7L1E]XJ7ZKI&J MTFV=1.^31+5G&7IWR7/[[-,"8&*)(W43H?XY4Q:J==*FV#^\..5+$V_+2N)] M1_?EX"C08?HTK$3Z6G=)<_NLTQ;8>9T*I%^;;=Z6=3Q7??`MI8,0H_CKYYMM M;=LM[&T1X1K6YY8"3J%X@W3K%L.=0I^=Q&X+PM5F!;S(5ITP#]2^6)M_V?JU M;]KQY$C#"<<)UQ;"';Z)=MU-LG81[G5O@>UT@OY!M\!XF*F]EF>;/9JWNM83 M1;FVLQ.Z:5]A'$8 MS8C'MTJNCVPM(ES#CH6E]C19YX>RK\UQ?*_D]O=*Y+Y:VTG5UJ]]T\X+1QI. M.$ZXMA".[Y5J"R_"9,PQ0+Z.3Y@?40L(D& MX4V<*U.LGBK5UL:2,Q_?A+FI31A3[GBPVL1+1V%4G]&B:N+Z1!J MUB>O%IP7PI[5,T&I7VW?>,IS6#TA5H>X,N95MZUR9628"6N+L*4/U@N+'VSY M*:]9/4TC+ZNPS!J^;*^Q*].GP!]2C=QBRGVS>O+I)'KBZ&H:E-A7JSG5ISRJ MAU1'AO4>B?]<3P5GR=R"3G4&M>CE[SQ`)&^R(\SUA371V%MF\\?*U_5,7WX) MG.6:P7E,ZX!["P+OO\/_[=%BUA%ME!!B_76L%9;)&.M5\8U,4MHN(:$%P'OE M-CR`8G%*8@'YPJ--=EA;AUU5Y_,^5]EUJYKS'6Y!\!'H-YFX6/B>MM.@G19< M/PX9<8I>%ZSZ?>T3G<'27&2>M;1:`*9P41;N4"[*'1>0J7QO5J@#VKZ@IL:$ MEQ>SCZPZ_%W1"VSJ`262,(J+=BHOB0J6?5^Z4=[U!Q1GUM@!:_$GSYEXDFA# MI!A_(:DG0,Y91N*6B=0+S=B.X+15RZX5EI1X+FMA03F[X"IZ-;,7NMKYB*#&^WAK!WZ\_$`/]"1_LZ[0:XMHW*T-BS958VY7 MJ7'>UN%2#,I+A_.V#C?"RIUAWW9A+6_KT%:&YMC,VSJTQ:'@;1U:I,QN2">Q M(P*:TI,M?LR_Q>S3`F!ZO0?E#+VO5`_1O/*3]Q;83A^(MW5HN^79 M9H?FK2[U=%/B;1U:S#]M09]7&:8TM'Y]Q=[:LI)-NQL*O*U#BUVB%L#:Z]V$ M,:6^R3=A.`I<'07:'''CR4:M9IVVP,ZK5""2VC>X_MCI(_*V#DVT=3BL+.R% M6CHH??W&6SI4W:=3GE-'2X?#%KZU[1S$OEHMFW(2+>MKYV!HV\H-G/*H)MHY M7!Z4@#$2"DPE/@3NX'?JLC4'/MA7G"M2-6K:V!BS1!:9[>3 MFAOV;`@)1<,5Q+O?`.,#,O.2;=7IZ>_`/>F$ZL>BV'W.:WLJ_V]C4?OCDHK(IR@$Q;_8 M@J"=4$9L+B&=2]%A@G4KH.LLBZ(E?/GP*5M#4:0?-GK@>,'9[)IM^V71?3KE M*=BA$;73WZ$?PL8["].H'DXF?V$92B^(`:+\!>W@<$\>O(!6JLSZ1LAU($5L,&+B=:H4,PR7%O1CLN(DO?G>0:W0U6-_Y"F".TJWQ[3@Z]@D8-%."4^7.CB M/6A7;7,YP*=K)+4ST2W?<:/D+.W(BIEO[("\5>6[7 M%IMY&@'-G48\/S#$6>URK,9+67-6NQ"K'5R8D2?B[6;,41XO96X$[2PI/(8^ M&/^^ESS7QJVMI&8#YUMDI1J&Z#[-.@:-[2$<9S;.;+?";-+!S-81-_8B>G6: M=U!^]HC?X0I8C1\+K0W*.&*UC3Y-\X[)>8?S3N.\P]W(`]1=UD-NX"_G^LQ?_>3>+"!$\7`H\316Y26T=L6^- MN\"%Y#XD]P-.99XCPEOM(PYGGJM&1ON:QKW(&@@Y7CO=&&\[<\R-KJ,S(Z2^ M5EM:<8O(UBW,:Q'A&N8W2>N+M?7,;!'9.+^UEM_,@VN*'%1.H!/Y3"\Z?V:5>EF4`RMN;>$N:D)!E>A2/6KK/F):$]]#$]-*$MN4N](5_DM6KZ.]D M+?Q<&A1+)I[DSG.]!X>$M-IEVA"OI%HXL7TS2Y+ M,9D_+T-X5[+E=\P5Q`>D0?[]=-UZ842,MCOTY?%.P@@S!\-@2E->]LXMS^-? MR_\`<1@"0`(\'0L\T*18;U&B\UZA M.BMKL5')<.9N\$!H(LJZ"5E.Z7PQHU/`4@E`ZP5P"U:(<.,LI25^5U,ZI[SD MN2R8RV+I]:6R2,J9N2RJ=FJFAWSIU))+W]>9@2I=&>AE7OBZ0^GTX][,]O@( MF[N8@OQ2H>?+'\^_I.F]@ZJT9'%WPX2M<_$.KRO^&MGMGWD:LIVE(8]RJ_P3 M=1X^D8A5T>8<>:&@0Z=RDB[!D9_)PO5HK0,';HC<28*>[]=F#DEQ]N2`N9<] M[8>'B#Q@R.$#,*,7Q-Y$^`=NMYP0/N.;5QOW?4R3.'$#&O':TK2AML386LG9 MGMJW/5,5X3^M<3*UA5_P/MXAJH56S"GT:3VW\5YTY?L,HZ\WOT?9EK7G2--2 MI.&$XX3CO>A:0;B.!,DWB99M\FDU;Z&>QW@OQ<:OPU]M(A7GJOKAC',5YRI. M*DXJCE6M)U5'C*TF??*?ZTUGZ'3L5^E9];65;YM&.MY:H M]`RMMK[?+U)IQ2D=LOENL51:NZ",G_MHE*VZ`$6&UC>;KX70EK5OVO?@2,,) MQPG7%L+Q+139)2U+N7[$M1Q,;6>7%\Y7NZ>\(!3JR2F MO!HP"G#ZZ5GIG;Z/UK2K9W.TQ%C2M9ZCUA2!/)G$3Y.J<%=(B@6\7?/*M MDD;9J@MNC6'UY?I40=O7GB--2Y&F181KMHZQUN=%VJ_-;%RMW;Q:4XQ^\Y5X MVK+TYVJUCFR.[;;B1%MX)4G*MN)?;7)E)QKN*DXJ3B6-5Z4G7$ MV-JT5]='H"[7NU'7EKU20D%_*K1O8U.GVLR M5:6GF[71XE:\G?;)VNU'3]K".Z_RY))A]25>=X&CP-51X)7$Y3GK<`5R4PI$ MT?MOIUO/ M;7R;?,TU-/L&/_W%D8:?_KJ,EZGV:ZM\UR*:=8O9N%J[>;4FRWW>]N<$3_9' MVB1^V_47&UB):.7V]I(L?K_&@GJ^`UFB:GE'4E%JWI!DK:1#UDI:"+?A0=6$5J8IA'>G,P):P\*5XLJ?`16>YBS6W'?TX6[ M2,RB9/AG^@(_QVK1F8214 MEF<7M;YZ"Q(+OY$GX7.X<"NPGTE+GFN$3Y-ZDFST=+$::CUE1828]J&FDVET MT+)B@D=>U=SG##J<`0^!<(2+11BP5>@)\`-N;GN/Q'_N,K>@;7"V\.3&37+%=[+8-P6X MV8>!U\(9O4:':_;56D?;M-1])VE]HV;ZEL6KR\(T"WVPMJEX4)T0IXN%&\%U M,4@80/C"16D2W'O04AL"=K#>>E>E3XDF:S:TN'$8"#^7B1;@B/PULDEX34$' M-HL)\?WLFI_>B&_H9S"I)OGGX]GJR9LF\W>6UC=%U32*?[[/LV*![7QW&9-W M^1^5I5P-L1SC7]EZQM9C:`=L$]"A_?1&MKY_T8Q>@&+>O)RO`V@X8N%TU\C&E;8 MX[0^K+M:66M(AV MK9/]RQ&N&P5Z\4B'I#9_])G7W^6"V5K"-<&H?9UZ^X[4^RK&M]8:"^^MP9_9$GJ6?6U!FZ+(#1M M#'&9:!M]FHW0Z7T.IRUFG;;`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`LIL(L"A=4GDG>=0-D M?T@%&?\;;.#`+(P*Z7]1^%LL[7K=3>X9D*ZTC?L-U$U`9EXBN'$<3CRJOY^\ M9$[IA[\#\=()U?%;%V&=\!2B25LES:B9FL?Q64V2*)E;1+$FR2N3<]7Z9K18 M^N$S(0)KA/HIC29S%QO?^&[0473Y'9X;45D8ID'):<@!11A$[C1.(D(2P0FC M9<9,L(ZB*.RC1P\L-<&-X+\TF8<1->'`IHN)[PMOX0\"$_30WR?90^(?A'2) MEYS+D>NBLLDD$8AI&RY$@C"-T"=8`)DR4)@)3W-O,K_8U!3- MZEEZ389G-K&(MF$$L]OU?'0/J2N"$"A"G< M2)7TPHW^!.2B7E)/B-/[/T#?(\A,2)0@._O>PDOYU]G`-K4]?!#Y\8 M!0JH6R.![X(?GX#.0+]SZC[G]P-;)?.^L&),QHN@(V)0KQ>CDB;V9*.Z!=^P MPWCNH,V>NB4AJ7GO[\QQZT9/E.K5KF@X%/!5-CKWAS8ZIWDN.N1JX?C6LQ8& MIQJ)$6SQME<,MW1Q%\%;PF@`W4H:XG#_IW.<>%Q0X,Q1?Z?4'`+J[]_]R/[^ M[Q_3^.[!=9?OAF`]^&$,-NW'F5,*ZW]F`7TGC).8-C<=@'J??G*?%V"_Q5]A M0@,?M.#?_O?_$H3_+C\,WNP%*9E^7!(VVY_!ZO@EC.,QL!9%-XB#M)[C3+D159,F5= MDTS1T4?6V!FK8T<:.I8U4`=OA#3PV$O3>/KF;S);Q76:U3C-=M'0]OU!&H-U M'\?PD!=(.30&\DB79$/7;'$P-&S5%H&4YL@&8LJJN4G*._4UD?)#,/5Q)<>1K*%I.Y(]DIR1 MKH\U4;,=PQD/Q^(F7957!0#.'(6?_$H=R9QYRU1^@;KB<"2.`%1E@%7-DK61 MJ"E`77FD6D-Y;%3@5;H^)K!K2X\_F:H[J3*R;$4;*HYM#4:*-1P,1_J8R;*N MR_)PM$D573J$*L_A4?P8Y)"RS>:N&)CEVQ6Z0)*,J#Z<,M:'YOB#]AC4<6XZC M.Z(NFXXNC67'R-<9B&`<(OTMFNT+7#U4AXXY'-GV2!L8`\,:*_EL+4TTQLI^ MKJYCGH_>%'S2V*'17;I70]W<7:HPN_'?7Q+P>=#!&?V5@DI$?P@\-?!WJ'+, MK_H$WE"0O&1CC(V1KEB`9X9LZ@-9-H9VON(*N!N5%;>4RI)OG\6IN-(<>IB2;ZDBR!_IP+$M@$UF#?)4'IEI!4%VI*HPFV/(2 MJSPTQZ9AC"51D645M:7N*&SNFF$Z5?^A;0M\)`+IQE`!"T`9`?X`SNI#,W<, M3&VDC.6.+/61LQYIUE#4Q1&LM.)80\!/W MZJ3E\IPU=3C68#$UR9+`4'<4Q5!D2=4T61DZ^D:L+1\CH$]?5;?,>^N,UF>? M2TK^Z\"-OV[8Y4$3#!"]IH.5@*8]'SJYAZWW56`U[ZU!. M&FW5R"R/5G<,71TKDC($X0#Y5P>RF;O]"AB?NT:K]16IB=%69;X\6G,T,F1Y M(&F6Z!CV4!J/+#&W#2UK4PF7::LW,EK@A+_O'JVHJLI($\?@=3BR;:IC52V" MQ:;F[.0$N2_+S8Q6WC-:`XU5?3@"_K6&DB8ZCN3DHU5TP]HU6JDO-T1;9<]H M1Y8IR\[0<,:BK%J*JDDCN=#1`W&\>[1&(U(F_UW:,UI=$LTA&(^:.AH.Q:'E MV+D!I>L`WX/=HU649J1L+VT!9IW!P!X,I*$%ML#`'`YS3!`KCG)YM*;5$";L M&:UF.@/+<$Q=!2@82?)@*,JY80ZNH[Y[M);9S&CW2IFC@6<+@U1L'?ZQ;%DM MPJQ#PS)WCU;5FQGM/KYU!K9L6V`(#D9C791'IC0T;$$>^W%NR!+#FV M;4MPK3H8`,_*3J[1)-62]E@+>Y#AO!'OU\&:XC@Z:#+;M"S%,`USD`>*#7T` M6GCWB#6U.1KODSE-DH$OQJKF:&,%>&,HFDJA*T:#/5PL[^'B\3^X&SL`Q M)77D*&`^RM)(LIQQX=J`(;E'[O98#N>.>)_.&"BJI0_UD6$98(K9IJ,K8A&K M-.4]*&SLP;6S)6\?MH$>'F)(6!J)-F"R.-`+"T(6]7W666-2^+<$>_#"MT:66/14<=#<^2`'2F:II[3>*0,]EC!:F/HMM]:`\M7MPUP MBG4'E)P^5"1YE.L\\#?M/=;:'DOXH!%_"GUO\ER0E]FX\"Y,>IBX M_B1E)1#N\:!DGAU02=X/4HQ"T?3)(GUJ/74J3>+$#5@ZP2J;/2++,**G<%GZ M?U_();@Z@@?O$2\DLUF6^^'ZOK`,$U@N#_Y\%J9XJ_=(BC?3H?0P$31=X*UQ M.IGG`WPB$3E\5)@X,O7@S1$))D2X)\D3(0$2!8B%!Z:GZ\..0Y_`B-PDB;S[ ME);AH%ESZZ4CX#[<.8B\R:JNQ#(*'R)W$?>%?Q(AC0G+_HF(&Z?12AEWF+)0`$R^=83>R`ER*ZQ9W-DOHG2U",R%^I%['T1"^8^.F4X-GN M+!]JF;+T(*1.>;'_$/,#A8,P^XA:Y7GJHP=Q-A#HPNX!'B>.8AVP/G M(<$#,B%Q[$;T$5./4?C^F>44!],\:6:3GX0P$I["U)]N>^[69WJS%Y^)Y[LW MKH%?9IA#C"R;<[*S;ZY(QO*TZ>]X-ZWLD=\HI,L,!]C(W4E.V#P;JS3R$*[# M,_5N(/R1QK"V[)!H7_@(ZU(:X!T#F.VL200&9-L_:PBEGQ%NR<^R8MQ7$;%762+>>]Q"3"4!>XF%" M!/!&A*_`>B/X&Z($+AP]504L6=`]$ZQIGC5!S]V6M0(6487`;[.>A2$C&0R__&/+X= M\^X+-@A<&2O3HLC/%K*Z3VXTS20#^0\Y/0B#.Z#1C'@,Y&G5*#K8:;YI(F2[ M/C%\C`I"NC`.&!="-YOXIL;$.<1SBA);Z)X#?R9X6Q517QCD2ML%@CYZ8/65 M<_VRZ;%I48ZC<#0EF&R*NYYLJF$`(H8W560S(\C+''9D]L8+-O)^@_H84UJ1 MU>%@H)GJ<*B,K8$SDO,8@6K8NF%?UI0V:S8Y#S`P3T;*-2#4&S#Q:ZTTUNAH MT?S@R,R1N9/(S/R,J3<%>F5F+K)PQ<$KOR'S\$J+LR=M4EA5BZ'\=.23J9O6 MRN([DM33-;/6K.C6EO32]9YJ:;7.M8&D[TM2Y$KIUA>>8C.YV>U4X]TS.GC, MHULQ#]"U`_+@!4%6=8`5Z@3E_@!6(=VUR!ZUJE20N-$#*>P;-)@.C)CT%UDJ,_(Z3ZQ^Z>'M,2G; MF24[>G]P[K"*UON0]0!/>ZWRMYA'\C(TQL_EAV:J<,T9QVN*!S,/8D)\/[OF MIS?B&_HY7KJ3_//Q^OK)FR;S=Y;55R55U&7M^[PH/BARWUW&Y%W^1R42N1I; MN7W8JL*[O+5J^0$=R.B8?GJC6=^_6#Q^O5Q[=J-TZGTGW]B5^SHST'9/\*36 M>5=MQ;U1T=0\S?A;W796,P5)VM5-8>%-IS[9Z.A1;[2\R:.=;"LJ:V:_N#M5-KDYPS4F["+Q?8/.M0#F`<0#;#6"6Q@&,`Q@' ML%:Q(@>PPP%,%[?TI^0`=@*`'>^!KDNFV6%/D][W"XGC=WC^,C\U"A[EI[73 M@U^*TX.G1$CD*T1(CHB'U"^&EIJT);C2\8KEZ*_8/CBN> M*U!5ICF6.E>4PA^XN'%QJT/V%0 M).-D90::X6<%^'D:ICC`S*VVAW)S[^L^\ MZ(&=%3WXK4BD_,*R)C^6:AY4/-8FPE,GP=YJ_V\+6U\U.*58M<>"#YEFAX64 MQWJY,.T@EJKU=2Y,7)BX,-4A3&;?XL+4K/EXH'?<^:,YP[S"\8@500;[$MX;*L#6I.+)A=-+II< M-+EHWHAH\B!J;4'4XP_[O-Y3?HK5U!D5?DJ=*\M7*%"JWM36(AJ1,9O]TX[-2-1'*]KS>4 M4W<,.3O!=CSVQH]\=H57.436"9&J<7UR=H+M.$1RB.P*KW*(K(^66E_A5F1; M/?L;=^"+!O*OS(7OQ-'`RX'LM4C6A+VI73#1LA-LQ/<7;M%\[`3K<00[R6-N M:,>&(QA',(Y@',&:=VCE:JMOCF`U.:X_4@]LV_47&UB):)5VHV4VEI!I&^WL M3%W3K+=OUE[U+6OMC,<:][56_0%]6'=".T*?W<%VLM9*?'>7<,OJ25O\DU-F MGDWCB([O9XY=ZBFJUC.L:K+K&<,_KJ'[V3-0%;5GF-439N?,`+M:9SV=:9SD MB6#PI'2XUDTN-L.\,>/*!%"DGK"U4=XI4[X]20/Z2U)Q'A5N"<3-XT):U(.<+B` MRY91."%D"D#BQ@*HWTGJNWA["HC-.G\F$7'C-'K.^'M!DGDXI2-,_:08QJJ_ M]3VA7`_0>S?-4C#[-/,R7+)&V0#()')]P&3R;7E)^$U(4,ORK,3KF79%I7W9 MD52T-[TP!0)2O@MATHQH&6F$1Q(GI?D_>@NG]O073$NW`[\TN]3+OP^O2-MV6]]'2X]OZZ,4[M)>>A\ MTW7S-%UL5BVUN@)2/%9<4K-BN]-I*MV:SV`G^JER?F(<,A_I7]0/&`7HEN5. MN`"^]PGQO<,%]0K=L:\AR-LI_RD*P=M:<+&N7ZSUUR[56P-FG+$X8]7`6-6P M)F63E9QI[O,UC)1+`:K<%;;9+7O5A2U M%V$*Y.PLUW&(ZQ#?<8CC$,=JR586OGGXDBS;4R%J- M5:LYS+0&9K@6O[9HZ3W55'J26E]-%RY>K1&O9K4XU]U<=[],"]44:^R%S<&E M->#"=?>U14OJF9+6,\WZ:H%P\6J->#6JN]_><_7-U?=!&"/K7'TWN#%Q2\#R MN92,GX3"KU[B/6"E!LS?VM(K'+_.6B5^B..43(7?:4F,G3W$:A;7)ZZ+D]<0[5$0QF6T3-K/#3&)>HF-1372R]12>.-QWGC\7I8Z6N8 MN'[IX#@_,-XN`^"4KHT=-`W4GB::/UV?03F^MBA;,>0$,$*Y;0C>SL2\%-DWD8>?\I.O=>;.*2 M<%_CM/O"USFYF37,5^?)+0G;_?,N>?0"X2/\A>V^L`<'S0'#=N`DF+#6R+_! M`Q;%S^D2EAH;-OLD7W7,,UM&Y-$+T_AR=),OQ?M]89A&R!(X3VSC*Y"U+FDK MM9VW*N\)3^4'G=^^FQT]WUD/[O3I5IN_HYS7\H+O:%&I>I-,I>"L7M`V`6^J1N?W-V@]Q)[FGUDU/ MK8;B'6WWU,;D/DK=Z!G`5;1:Y:M=S*X#E3+W)O-U8[=0/$B7]AB[:LU$Z5UL MZ,E36,N([ZAUT#H+0NHIIMB3I&J)J';:$);>5ZY@0WQ=,QC`,5T9"YL>)E>[ MKU7M'I65U$VU^ZN+&E<2VZ1Q9S"4^B#ZGNLV!(#1EQG!N)>46QIN2JV].73IPUT7#-'2I$YD=Y`OBT]^H[@8G0N MC:$FQ^H$E_+^N;OS[0G3E.X4>$G,%I"^L@><]@``X).8:ORG.0$FB@07YIYQ MTMP%;KDG)"@;+N\>7'?Y;N1&`4!Y_(E$M&+85Z#.P`>N_=O_ M_E^"\-_%993=/\Y&WV`HP0/Y#,OW,7#<>&X'4_R?T5^I]^CZP.>HX@,D\F(BJ_>_JO[X.WPA`=6_A^O%/;^ZT-X(WA9_=27)GVF/+-@>*J.L#R33& M(UG6#,,6S9%JC$7)>@,2Y;''I?'TS=]4E:YD:1)'C*[.>2G[YV7!-"QUH`\L M21HXCFS*8X/-2S-TR1QOSNM.;\F\Y/WS&@_&]D#3!YHY-O6A-+:'CIS/2Y:K MZR69-<\+H/1#`!!!OKK?\-[/(,W!Q/,]*EYV,B8`P*[_)7&3%)3K\]K%ATSW MPV_C\GQU4]05431$;:PXNC4>Z*.^'3R[8'X>01"D1 M1+)TR98-R9&TD22.QK9B*+EX#,RALH4@=V)?%*7C2'+$#"Y,GBI^E,D#7&&K M0TW100O8TL@T=<7,T=(9V-OXA9+G2(YI+WFJN%(FCZ[IFC882\9H/)`!34<# M(P-72Y,!:[:*$V!QBZCSJQ>$8`*"B"8$C+>$73KZMB1!?#2[C!1GY(PLTQP" MPHQ'TFADZ#F\R`/;V$$/\SAZ[!URXQ38CR>Z8RN*J@[M\0@LC+$D6K::ZQG= MU,5Z..*Z%-@O$Z(-MK`L.:8]&`W5X7`X&!HY!11I--Y!@2,1HV8*?$0?QI[^ MD<;)XE!SN3QI#H;;=C!*E(P7\$O/<#V22H6G#X5@V1-D<.`/+TJU! MOIZ&YCAM64^TL`CX';^$$]#\&"&1;K/1KK._C;NM:\X4L'9NB!'01?'C]?31KCFDKV2+5@A0<& M>(!LOJ9F#4;FCOFJQ\UWC>>PW(26.+I.`H7HV\DFG@Q^3BC_4L^+O&BXX/V0T.T945S M=-&TI:%B6([CY&I.5J3AYF1US=@QV1I&?P)9?@N#1W#FR-1^`B\_Y#I5G;^=_;:?],'?7U>$ON;%_][&MS_.QO`/;[[,[PL M\B;P0CKPWX$X\:_T4,?N?1%%D2W-`*"2QKKLF*JE&K(Q=BS#MFUE+&^26*GL MBS1%B);2^Q.)9F&TP.C4J337P&;31J.1,1QJMCW45$N795.4',4VAP"TE3TV MZQ73//^V&,Q*)%\@L^1H:&4,Y($.9%9&8]$NG`)'M+3*UMA)X-%B,@.K>N%T M'$;95WB=M`N$:V+Y@OJ&.)#4D0J6T4A$C:L:8,:;XGCLZ(ZLB-:;OWV2_B6) MOX*/?@&*;R5%AY8A_W8;Z3]_^;U"?0N#'V#IJ`/-%+4QL+^*>X2RYJBJ(\L# MH+[Z+T[W@]C_4`U;LC$51;*!S)JNC\>*HZ@*LKXV'(B:*$LF97W9DCGC'\[X M>^!_91M;0U,=@U4L@BVC#,$5&P^*S4];D1GD2&*7Z`YNT8`$9.8E:)F6?WEA M3ZMV=>J8DCV03!FUJ"7IPZ&MRJ)E2[JD#H&F2D6=[G*E-,]L*9.7LD@34T,(:.`CIY#`QFC(#)QI8QU*VQ5(D!*2,O<`-,)_.QAT6&L<_6B$",1Q-&:B#L334QMI04_7B&*UEV%4+ M5-ZDQCG#;73F+T`W*"QE/#8&\L"0-,T9`MP,\P-`0]6LQ`BU"L*T=N8O2(`R MM(<8&=)UV3(!8&7+-O/HZ%"J)@XH%05^C9E_7!+,VSEKS25Y/-`=6<:S,JHT MLBU'5?(U'\M:Q10^8\VW#+?1F;\@YZINRK9JR:H!7L!HK&B:/L[WT\!\JZ#> M&7)^Z9F_P.V`:)(R-`:2/ABJ`XWNU^=K+IF#BB5Q!K>_./.QZT5XU)D,G@>N MCU'U+W-"DI^C,%W";476U^Y)KC9(9=M291.@>ZPZCH'+.\@75`6SZI6TG(ZQY<8-_\7/Y MH0%N@OGK/"^6$^Z/JGEPA"BR(@:6U9QY0VH".Z*9@?()7G6"QQ4=N<'^ MR2=U`%@-5FMW'V6L4D&B>LA%/STQ'78?^E/VG,SV%-QDK4S3"74-./\=SW_& M%=@O>R:U6_8WOSZ2-\^P];;S)OHZ9Y>Z0[E.YO!W$?A3KL"( M+U#RVMSGN%'T#.,[U-V]Z.#L!08\5FO^EF;L[R\5=ZVQYAD-SUR#U*]!N.!6 M^`WCN0(-Z+92'')1+9:=RP>7#Z[8N&+C@LL%]W4KMJ,+-W>CR^KYHO1+B",G MT4(8DOND+KCI8H?5\VGYJGJLGD\NJ2>J!N_L_BH;1[?..N!PQN'L;#C3U'ZU M,0F',PYG',ZNSXXLA*$P=B=93;U6PUE;J'8YU.H2.*GZ)2VMMO!"TP85MYLXT'"@J0"- MQ(&&`PT'&@XT30*-K(K]@T]8$R*+APV!Z(\N:V&1EY7X[,5_KA7G M&H<1@87-.^G"1ZSAM?&D$H6*/_\GK\1`JS6L/S._Y@,M($$OD%XH^65(8W.@ MV)(X-NVA+1JV,3+S.KB2)55J\XE;UN^XE>#+><9RRB^U"U`TVY$?DV5E]INC!Q'=\RQ/=1UPU%U:VC:>?TY2=(K M)2/Y4U,A2`QW*^Y!:8JF$Z MBB@/%4,:6B/;TA2G$%%Y5&G@T-AR9GIQL.NN=`=*HX$&$P>.:(^4D2TIO![EY)-,/ M00(`X,%3Z3V_QV26^K]XLY>+@>]^2#QX_A7K03J^&\=KQ/P2SA(`&C)$*H9+ MG%RU8XYDC2U%&BNR-31&DC-R)#6'!.!GX\W?/BFE-E&'S*4ELZ=(OGGU!N9^ M1CA>N^M7]YNW2!<5.LG.6+;&(T,%\/R)1FYSAJ-AI70 MA:0>`\TOC_:CO,T+S'I+I-'8['YSVB#/G>C7>42.7%)C/#:' MIFY9U@ATX]A2%;/8)!I92B56(U7:,YXXS+/G^A0>-U-[8,B.I(B::1HRF%+# MX:B(2L%25YA7JK2R.VF0&_-D,1T6()H\4_QZP2]A'`_(#*[YZGX[ MNC^)8VH&+(YF23JX8..1+(_%?/O6&@\JJOI.VFR">,3H:IS6"\U'AO)`&Z!_ M#E:'J%K#L9%/2X._JA:<)+5B5B\T%I%`98JZ#HSG@`0.!J(Z*H)JMF)4P@\7 MF!2:B/1C9N-\"GT/+CBBK6.5Y-2K6NU%:D=&QFK_\Q)XWV17:21&?2$GOU`B>%^H'+@YY30/O$)P?5\(63\9#&R' M:1)[4T(;>?S>_](7GN!V(CP18>Z"#3`E,8R)]D;!*V"Q75^8Y"-T8]8`)`TH MEY1^ZL%O"'ZTZXB_BO#2KB!)-C%X*.M^@@\AP?0NG-T]`S0*)(MK"S!*;*2" M#XG((PFP+PM^(`Q'=SP.!AZY?HF?$5?&--/(6V;EP9)1%NLY',O MIGWLK)/5F@GN]`_P#5BW&-H,96698^L45XC)TL6AP0@6RS"`"['I3(PM@.;` M%B2*V'G,)P^><`WVYRGW>!LVSK\9TF2 M(0\U4*N2H^915-.P*@%L7:K`<_[B0X>SUT`53<<<&K9N*_8(=^=MVM[6.G(CIR"-[",ZN M7#D#(F>MT!IG,(STC-((0+\4Z"%1X#+T^I6VE'HI9*%KIFT,AX8FC3!P8=E& MWNU,,31S4.GS)E6CC*@RKJ^V9FN6:`[ M8BZBY8PU;6`/QK*A#@$6;%W,=8@N#ZKA(]`R%X6'(^8BCQS;M&UM-))56U=, M#::0KXLC5H_0PKIX;E272S:!H[&2J4G,$C09K3@ MA-GMABM@?5D?B*:D2;JA@`5E%HQC#,7*WHAFF<<-!TBUZ>@?[Q0-3.R8Z2@Z M51N*I.F2LB(:^*^7B*3 MEPH;=8PFP1*K&1E4_<&/X(@I3VU\1GW9/DB9`@^Y+>"L^8">BA M(EDB8>)%X.O%"1X+@VG#^%Q:5KQ9G"VM<3G[JAH)_$LIH0!BD!_KTK!0SKN]J;1-*`N!A9`\@$.(Z M+-HC\8'&F]][&#[(PQ_P94P>*/DQ+K+NA6^]+)F[[!D%WU.&>0)=.J3_MY9@$-CSQA;]AG&@M@KP`D=Q](U!<^IM'&Z%D4 M@5H<0F9R](3?D:6GPO^#BZ;AHB=@+V$__=83F$87/KE1$I"([DKVA%]P/JN; MT;G9N.+GB("=$`G.'&8!5Z1Q$L&"NW3(@$V>VQ=@88`T.#7DYJ<0D(XL5TM2 M8FO&ZA^R/K%>%",3D&4/8RQ(;AJ^66\A"[0G+I!S8^4`$I`"A1QD[/Y/LNJR MN^5)X18B%JUX\?*LGZZ[7$8AOA5G"=9$B`&:"8D2UPMH,UPFR&G,7N(%,'BR MN@M[`*<1A6]XM3?%F`Y[=9SZ"-B_@XA$VUY(*9'W']Z<0#'2[*8%/,Q;^JPW M,8LY)0(+F+E1`#.$R='(+H(;@95/\;1YGDL7W MH\&'KT.[^$)Z_P/E<;HF(.G>HS=%T%NG:AY.VSX_)-L?Z90Q.!(4\<*;/>>A MOXB`O")`,I9`";FC?P;/U:F_]?JDWT-(P*?!>`AM50RS_9%JH-BC`:T>$'*2 MQ1_7T3@&PF&YK/SM[`U`HG!!!9?TA(50G''B_U\L+$"?Y@-'V<\5E5^41@_3Q`_#/U<4KY`9)A5&,(DE MH3$)9+UMX@*C]-,IR:.FV8QZ.,B9AR@3/7A()"8ZL)Z,XTH3AQ\G[A*M%Q9M MG3(BEZ=)@[SI`K60^RV_*>]DG05=D?ZLC3:]=LGH,R4$;P.LB<'%0$2\?R[1 MZCP+I\9VS^U3BENP-#,1UI%OBU)D-D.\;D^LW1"@Y%+;KI=Q$%ZRTK4Q1L5Q MN4.F"M=?T"NI@)C:9B-X;?M9C%F,KKM'_XO1)-X:+RK)Y`6A*8QC1\"G)+8,SRC*9LPP9?S]P1QOT;'.*MZ(`=]V/QG(EY M5(NBT:Z0.))PN_?7;U9)`M&"YE82)7.ZQ36!@`UNF1- MZ88O7%RM$RW1&!G[J[(GTQA?[XKDG`=X-@"23PN+!+0W@=M7ZS:_.%4JA4%: MK&*3Z@%3MM,\(73MFO^:$7\6Q6'\^+P:J$+XN1-"M7Z:Q'-I;:O![JLW2G&2S(W?\#P]/;P]K_Y7/I%^F MTV^Y%GV/__!"\F4Z*`(>--YP]#DM>S!41B-K;(_DT=`R5==RUW03HW%MP_KE MZ;JC6L>U8WN.:AD&#=@/QI:JZ>.QH5H#Q2UW11W#J76,3Y\^K8SUE^G+4-LIP7]6;8EKO: M/E74?FWK6WLYP`?VB)L8M*H85CMC98?_R&-QZSR);[!`H/F%@*I*ZML?)/D1 M^&3OSIBA&F-W:*FJIIC.<"`;SNKLI>T,:SIBO]SUXR`<&B3)#R(=>W*TKVGC MH:..#,W0-;MOF8:\VJ)RA_5=R_HAX!TM.;&Y>RQ-WQC9CFN9BN/*FN*HLNRJ M)0G*4%->`R3?=NXQ'*YC:NY@#`*5!_VAJ:JF/"P-AZXZM0,'9[0S<8-T$:=> M^&5*:_"Q3:53-RR'(W5D]G5M9.BJ:RNR80R+75Y0#%T=-[YA^5HUR)U/V2#C MD\M57['*HY^KKXEHQ#[<7"G2:U8/9C1FDD_"L+CFXYU\QSZG"\\O/Q_?_SPF MES?26V9Q^47.I\B^>0HFV>S>T7NJKCER^<=^4_+)P:(K]!8IN2__J:UOU[VH M4NFO^.54:VNUT`/8^%G3X)XW>YGK-FGRBOOL$^\[]7U:R^]39.P@=A`[B!WL M?@=W30%75/?Z_,,_M:,^W^/,"P^E345^YKWR06U[3=M@\:ZCLJ&RM:5LW(H* MH;*ALNU3-A.5#96M+67CQOF/RH;*MD_9N!5U1V5#97O=':6I[AYE2SI4I,?5 M83U##X6O:,NO0,XU%#RV3(YU<40?>GH?UF87L"(75T-3S`AL[Z\V'8BBBD)8 MH28DU4!-=KW';675;:5!^X7V2Q!51/MUN/U2>QK:+[1?:+\$4D6T7X?;+Z7' M;3>RVTJ#]@OMER"JB/;K\!!7C]N68[=U!LT7FB]!5!'-U\&B,GLJFB\T7VB^ M!%)%-%\'BTK5T7OD8[\J6_B_LC2VK=2"49,KC29[ M;IYH7*=.6E`.OB1[?B1_G`EHN"]C!GIF#\*^FJ M/071TXJ@,22,V;)Z=\$Z!',1I5!BS(P5UL2)(S49-7P`VAGTN6\;!$ED,N)SFB&^;IY M*U89QF%*F3=RV@UV3YH/+AL7RCDT89FY+/%^B]Q7G$XOJ7+F19EDRFGS"J'3 M=@JMJCP8?0OE9ZG0Z?Q%I$<2@4@HV^DN9L*Z:(O*&]$+?KS7+5.-ON*4M.47 MB<_L];3(S1C$/H0W!]$2FO9E5?(D+WZ37_>=LB.Z\`_TTS\ZV7RD#2W%5#5S MH-J:W:>YW%I9W,Y4QK5"/:I38R<_H[D-]GM/\GK?4D?:2!VK(W?D:&-KZ+BK M6F]*WZIQ?6N*\Y)A7LQ^[^%"&#@C6W5'AF*,1OI0UH=#6M:OJ'$WK!>OUV1= MI/$N"PP=VVW7&&M]PZ5EJ89#'4;>,EE@1L=-[@*U9X[YMJWW5,,>4T$8=FJM2 MRY99KRALU2I'7+#3OP=1#(NTYT\%]RVC0*H^900+K^SY=Y+-XLDYW!V&X0S, M@6WT^PJM6^.JCF.6W!V:YM8H432G5LBAQ>X))-<]=@8LB^VX0[UORR-:MV$T M,ONK:GX#:UR3JVES,*]7(-<]IFR@*>.Q+@\=6EQ7[6LC31V7M3!49U@K"*-9 M=HV?25RY?BJ=K:^4ORZ.^EF6!`]+YMY^CS_'$157$H?@OSZ6;=FEFG5*J+R1 MPY(9?K/TJ/C84 MRS$TRW6T`4PWM2(WBGZ\U3U%2I<9"?7,D?A,LK+,)6VHNRI@^"7Y)_A<.>WX M$!RV,?AK_T4FCWL)O,8VK1AG*K#"'VFR,QKUA[ICZ+2"C3T8.[7JL+6R7M:M7,FF+$\,`$8AFT,QRJ,@3+HZW2" MZD4X[9HGF',MV#DCH0PMUU+Z?=?JJYKICARUK]"1T&Q],!S5Z0DU MK<:FV/I(\%K>#X9CUW8T4U-5T]('(U5Q5A6@03/K1=9?7X2>L'SDY0#*LFT9 M.@U[N;([&IBN,AJ4L0'P"6N5;967M2+;Z\D>U\"R9=4:PM+3[6NF04NPJN:J M*K=KUD([_,8$?`0W2/TPII'LHVKF@>X,'0>P,W;`8QSJ2NG-6.9`5N3&*2AY M[F+5]ZSRZ#GSH%Z-G>\ER2PWWF3.).8G[4%>K+6%/(NR2(LD_A&D=+>%;9?E MO[$*2?F>$-M)BZ?WY_7EQNE)%5GF1TBJ:&<2DIIZVR1\8I/W7>Z^MBE>V[[/ MN2CY(K*!M'S\[,KDLVZN<@&ZE'/(4>S3Y&7O7(.5E?[^9A4\1K4R-2>&MC4G40]1#T40`^Y)62@'J(>GJ&'2J.+&8'R89H\EO]G M[X_7RQ1B"I&8"\-N9X-@"M'!HM(4I\>-HKS;6D/OPQQ(-&`"J"(:L,-S(!VC M=_!:#0T8&C`T8&C`1#)@FJRC`>.>Q2WROD*3(OP<1^]Y>MUHVBLU8,7>_VN$ MP)Z?;[A'.*(`J.E%%`+JA@%E:QP)IQ!0"*A;!Y2I]V0$5`NK9(%\_Y>RW6C! MFF^I.";\GGW#4_[%R>D\KU?ZNG%RNGI*_1UCD:#\]L`E\#X$_B)3TK?HY9[+8GSB]^LT^V-Q#@<5S(%0Q4Q,SUU$/.ZF'F+F.>BB"'F+F>A/\D\-EDM!24]^]G^LS M/Z_'E7#/I65;T*(0NR`X882%&H<:AQJ'&L=;-`!H!-`(W;`0L MA=\QL(9W,.3V7D*\;*T$!QS7W8) M111$-;UD06@AM*H$$3T;H8700FCQAY:B<$QKOW9LX58%4A,B\1,_<:D*,JEA MM`\!Q6\VEYLB8$!`(:!N$5"-9>M?+Z`P%/U*NGN<>:&T]1@R.O@=,F1X3*B&E&-J&['^9=[.L):6!?G:CP9]K&6 M6^F2*0&W9I)[-7$:9#QS*]$>'IY>=(M91*@_J#^H/Z@_G7Q`\_T"X(%SVNY+\3KR(HOA-+VH1#U>,!XXY M&M>"!PSVMI<@)I#8NFMT6CTA<]G%KL8Q$'RNU&Y[E8S(1>0>M<[@YJ6>+#11 M,(A1:(2F0-!\J[>75GKCDRK&N(L$C#%M!`0"8G6?S2](="UXP)CV;MFNEI_2-$ZD3Y$?SPE=EY(4'?+FS=`1 M[J0&[N0D7CZ$Y"S*F6XG-W+CA-\KV[U:RR6/]I)4\XIF](S+R[,3>H=!2[21 M7=%5M)$<%],<3TRAB403B292"%U%$\EQ&2D[33$=HXW<'SW+:%$65WWQ@4@PBL([9O2:#,E]\F<GQX!4EVBK+RV(T)2"Z?4HP'_5Q];Q0G9?R9/TK=X[M6F=1BPQR#*&^F!\,LO\C4$^^8I MF&0SN!HD4]@CL#6AMTC)??G/AY?V9=WN:FAR;:/DK='D`Z*;K#$?[TSMS5[S MMVFABQN54^\[^<:V[Y.QH1T\G]&MU3?*9]U<6VR*]=J$99\F+GH;^U3CD1O# M1$SG\K]AX9)*(YC@)I)+?#)_((FD*>].6`^*-X'4NBQY\9$V#VQ5 M5KB=(D4]1#T\0P^YQ6)0#U$/S]##@_=-\'3.ZYPH>9R''A7_YF6$6Z15'`$* M!_OV!->-$+]FM%!(]:01"^B%]';E>!JBU2, M>3[`.RDBF11/-W>BJ5\R(!&9!AFWC`$T@PWG)%W2H,G\6&%%@0N]#_/U$`^G MG9_K68@'Q`/BH4SH1DY&C)`?S\F(.:M"F)[FB*$N:9/>JAQ)HFZ;!`J1A\@[ M!GD:Q^021!XB#Y%W*/*4%DICW0;R,*+\X5]>N/1HU6RI3S.AO,CG=I(%S=,5 M1P-DC(XA'A`/ZUE9YL?9;=0OQ$C\V3-!/2<;PE MFW2='C?'J1VK@""T!!"<0-#B5SD+H870NKS@!((6MPC-U4,+`\$?Z'GA84(F M09:R`\8NF2Q]&AC&T\/HT!^T*\6=:.&Z'7J$"\(%X8)P0;@<%"[FEIQR&W#! MI2Y\#ZTCD1^05/I&0B\C$RF+I3\C'V3C!5%>!#).`ZZ+8(%$W"W[=:U. M>O-GN42!'<:_$%H(+8060JOKT,KE9*N*VKR@K@5B&&+^\&F^\'S&5/$;>?3\ MG#OO=R_+2()!9@P#7,3NB(*-IF=PQ,45X^*MA:N$7C=ZW0@QA-CQ*P.=8UGIV\ZM1^0A M\HY!GHK(0U8+7K+ZDL%O&`O`6,`!N\3,!B\6[:CZ93X6?"#8%U`4I&B'_$?YOX5U6.Q$ZDC%:1D18>#/83 M28A4:_V1SRXTL=`;UH,)\>.$<6'?4RGEK_]%4(L&C0OCAW+>R1[YKL?&* MW%.Y-IYQP[38?JTG\VW_-$ZD;$:D9X!#*A'06LIUXY/Y`TDD36EO<%19J8=: MQ=8G:'+=;11>BZ#5]:WETP2=D'21QW?"YYZT89H2,ETR96K7/.D]IZO&R>(- M[59-D\K=LJ)E0LO$QS)U9&G7\95IQYOODBE)$DIZXOV4O#0E62J]#0/O(0B# M+"#I/R0/)C*8X19)D,)E\919IVE,Z\1`,^\Y]S-WQ7Q"N;P/[WGE/1ONNOQ" M?/1SM2%1G,R]<+,I])K5@YD/)ODD#(MK/M[)=^PS^)1^^7F+S+\'0RBO)'>,HO++W(GF'WS%$RR&5P-HBJ\73`HH;=(R7WYSX>7 MWNNZW=4MN94'[&QXQJ^[GQM/8&WY>&?8;_;ZUILQ@^)&I>W[.M-0L3O8D4.$ MW0I%HGS6S;7N7I?59EBQ'NH[^U3)ZR'!8AY:]]L^35ST-O;I*9]W'N)P4LZ_ MZZ7]"4%"1"6BDC\JM0N@LB[+PV/\EP;Q5E<9]1#UL'T]//A`#Y[?VZJUNV;I MPDNFY_GZS$M^W?'%+?V6+4&+0NR"X(01%FK<+6A<1SR21I,-%X1&]J-'B5*! M$*2R$]AO$T5G?N$MA"[DTN@*/Q9_40:2WH?)96@$T`@7? M`KG3M4`+(RH?!AX]^?K`;Z9'JW.XU>F<<3'XY;*+`@",*B`>SL`#M\GV6O"` M#O9NV?9]/UF2B33ZN2`1Q^T+@<377>-S/2Z`@NXUNM>(K6:PY?"+J5\]MM"_ M_K`N58(>-GH4!]@7A5_!)%$P@"XV`N)T0"!-,OK8QQP1Y%F/0""9==?D7,_B MGR>5X[6O_1%:"*VCMJUUA!:ZU8>*\"N)TB".&(70USC-$I(%":%NMC0@$9D& MZ&Y?Q!Y=EDF@`>]#-SC&^_9(1Q1PH;^.B&IN#6W(_.J\W`JBT.'?+=OO<>:% MTI;D"ZP@Y:9K&;__KZL&%@8`/__+")>/Z ME?J4+-6+?&YEX-`"W;";\E:S^>T['BJ=ZRZ6CGA#O+V"-X/C#@#B#8,&KPKQ M,\DP9-!Q&W>A8G)M6T;%UMJSC#MEVHU:VLRUHRF:/+?Z[4KML$(G(1N=SE M:*N*RFU[YF3AB8)%>A]N*I\EPBV9=Y6=9/2.T#LZ()@@\PMFXMH`\=(\7L0] M4O96YWBD["0P=>(X&08B\`!]EZW;$>MR#4`XB9YU?[<*]N] M6MNRZ6R"#TEMBKWE&'EV0N_.]3#11J*-1!O9/1M)&:[X\<2BC3QPB?YKYH%< MMEW?6L,J0@N#B+R?Y5D7BBJ_V5!OA2KS2[&RST$$YC.[UV"@N@JRV2P. M:0?*'R.I)HHC&U:H:Z&1K/L3XL<)H_.XIR(O;).MJ3U-@D>%\,.Y;V6/E.*I M!(@)TBP)'I89]!R&.8+>I?27>)F`H*+W3#;I\B$-)H&7!-!KC_WN$I_,'TBR MGIDTY5UKXE!EI4Y,<8H0WDDIC#>1G@B,>T:BB93%$HPWJU@B93.2DK58J&). M@RC(2/C*_1T5-?U0/B_G>(F+!U0>F18Z[?G4>H(%Z-5'HEL8 MG1*PVUX(PY-Y&6$4MV'LTR_HOR4DF63C-)5\+TF>W\/73UXR2=^MQ`YS`/$S M*K*G60`R>P*)M@997>X9?!%[5=`#!"W`#/\,YAX%5'OC`I94YFY)ZA MX%[.%=F+*F9C4T^E!3PQGO2D[S-F`#QZ84(?UMZLPEM#R<]%D-!)(I-^P'01 M+\&"!7/XXH%D3X2T-V&"FM8)`TX#'1B<]EJM\@)7QR<`F'YA(@O2&K5*B0A8>L`47`A+-#HO$#IGL\G`FX-WD+6*+=7LV5S! MU9Z-_T4U>BKGJ:M%%/VB6CV=;_.IFT#UZ!F6;:D$ZT0RN99YN-4FUT_-"Z]- MT.KZAN)I@H:9<0'KT>`'H2Y#-H-9LK!/\0(6"/GBGGI>K@UN MS-?T$^*ET"LZVLLH@5<^1G#A9',)^=#BLMCH*7QMYELV(4_!?'%=;^"3P'@!&"$Y!2G2Y_95/W$B;Z)/."W-5;Q"GSN-E/5'!LVO^?91*D MD\!GO^1OR-BAK/6<_YA0)W&WF*_*KT)[WI(]SR,WK>%3D8WN+B@56>Y9'5Y1 MPI3(V3QNK@8Z.U%3&_PZY]*I_?>A MSR39V>'*8S>V.^7R*874Z.?J>Z,XF7OAYIOI-:L'LVT8R2=A6%SS\4Z^8Y_3 MA>>7G[>(^CL+EGPF3]*W&!:!+UL.T^5C$.6-])997'Z1[UBS;YZ"23:[M\V> MH^BRJ1IORDTPT/706Z3DOORGIBCKYE=/>JTVQHRM!_L.."O&FO3QSK+>[-UR MV]P5+&Y46KX/M*J-%^+1NMUFY3^9M?BS:BWH`;O!YHKMO[UHZ27/$BS3ML[J M>*A$?+XRX9-D^!T+.>/4AS`'.Q2#9P:DZ&-/[\,$J;-$6&Z3IRR&^C4)X._? M-(KZ'\RB?RU]^DO:H"NST=>;*B7SR^T0!1\7,3$"K7#:LSW#99+0B'J3UD<@ MP?X_>T^VW#B.Y/M&[#\PZJDFPO82``]@=V8BP`.S%=O75'5'QSYUT!)MLUL6 M-21EM_?K-Q,@J(.4:=FRRW;IS0<)YIV)/("W:Y;>S]`Y\5[@F+K7HFW'8.G) M)/R2-\U,U_UJW6^*1@KS:G+97)7PTMTQ2CI&20\YI.9@\TG?QCSY,8C:3<3/ M^72IBZM8=7W^_=LKHNK;-5GO)X+Z2,7ACMK\QD_4.@98:\8L66*?B)/J%JJI M\Z7)FF638U7AN^*Z:+)C4NJ5'DGV]DP8\8_7Z+X"2_:*(HNO7SJUS6X..Q9/ M7Z$-?#?QFVZ<.J;`CA':L5[X]LW2F[,^_K%>>`R=CO7"=VZ6WD^T=$![=8R5 M7H>W?PE[Y4Q-,BO^61[#HF-8](`VJH/EHUZ+*AS#HF,%\&B3WF-,])'RXS6[ MQPK@L0+X[=BN]U`S7GJ$`^')--D<3^"V%;_KDAV-2ZQB@'0N` M;]\LO3GK$Q[.]KP6_3AFNHX%P*-9>J?1DGOF'V.E8ZST4!(>YP5?H35Z0ZAA2O:6>A5=$W;=KNL;J]>\H&GO!+H=CM/:M1VN/ZW(X6-_S MT03NH\"'NE_\+5SG_'+7B'\EBCU'CXA_N!/+QF\+?PM2A.\=+P7OWU^"UVP< MDLX_;UP.N?N**+RL[00O;UX]<.+T'7.J)GCFSZ7K.]WWKJ9'/0N&*1Z:NJ]?UUC;Y4&:_L M*N<@9W=X2U==H+[I_YNKN';3U9#07A&&%YYE![T5V-`N./#5Z5AK:V_NFX-T M.H0ZU_#CEK[,TW*Z&HNW(=_B^;.]ER"@3$FXST@[BKZR[-`3K, MS&W>3FVV>3JBF77[O#/G2YX[/Y0@9(3;B\,GL/]#@Z8Y=%',L_FD``;H:[1- MG;"83V;+J;[H'MX`\93S^1(>^9PORJK!2^U565T[Q#W]']T%\65Y7N?_6B+0 MZ0VN\&)W%1U:UW_-5]KK9)-)M=14:/(*+WL'ZN?S.F_OHM,WL>\6VP*3A)/R MNKUFW+PZ?/G<]@<&U>YDS:[L<=FHT4WLWM5"A.?X['?'^P.2_LOMQJ5(]UW+>N#;IO>XO^R%\?R:5YV]**KLF6]%&U*HGN;>=WTC:HC5 M#?J*=8.XA[ZR^/4*#3\PJCLMZIHDW1\WMS__]3^6]>EEEBW^\Y,V[C]G?R9% M/9F5];+*?P:$HEDY^>/O__YOCO/7WI.I,>]M`@(=,9+@G[I_>_ M/RQ,)0N3Z6?1('\ M`-ZH,,LMZ^F'OW-&-#<&8-Z$Y)'@LOO!E8P*'V"-N9\(RD.`,S3@^F&J2+0- M+F&^_ZSPDOOA]47D29YPXA$2>;'@S"<&7NXSID@/7E?0%X#WM_:]W[[8`"W] MU[)H[N+R>@$*`]&6_+.HNZ?D9+*\7NKX)(%EY_FT7?^G63:OY?3W9=W@(M]K M2[B;>4$D8QFX0`Q.HSCU9,"$SP#C0(2^2[>)X?,7$+7'D^*'O/E'5LR_@XV' MJLKK)*\AGL1__%C]$R+;XN(.8LXXJZ_4K+S][WQZF=-`C#1'/ M*CM/)=!3U"AD,DH]$2L>4-M4H3AJU:C)Y$B45&2!.`+ M/)]2FDKA*R2%C$B4L*0O%?0EO,%KTALW2<(XC6.2@LA*%R94K9 MP4S*3[#]G]QUT!2@SN>3(A]*^CR&KI_FH!^P;;LNYMBG#@&[3G"UN11,?`SDK)S%LEJ4 M=5[K-.0U6"3G.OL#[U>N&E!2!_:`.EUH0/]].;V\-GDJV#W6^:Y_.YG.RYFL M63:;H.*WJ3>[,.XG9D5V7LR*IFC?Q\Z:@$"P]:CMAW,P6A5>=SLM`/(* M^`+_.<^;VSPWJ4B][GPP[6?32Q;@*K_)Y\M*=,%WEF"@CXR*):HH1H]BP@ M)-%FHVZPM'*IS9+1\370X>/@Y`%$=-G%13')X'6K]2`&Y=+HO"5@O9."&H"L M:H4!N=68*1M\'8$QW%C9%Z`E/KZL-=E*L%+S[#+7CR]!T*L91@W..?X_1RZ_ M*Y7[%>AD!B9G=\Y5=F,L8H7)ZU83@;V@3>5MIBV7+@\!Q6X+T+!KL)/:5H*4 M%3.L*A4U"#\0'KNS,MFER4URYSC1P'A_\NG9\Z/H"7])/T*JE;% M6M9?9W?F]>ER8K+_1DN;MEIC2U1:-5$!AY`R"4L#0B?/^'"5(X;(_2'8`==% M!3)4`8WA@46N682EF&&Y;"'7E3)X$`!7)[L$C-#^#%M1!`*_8^IZ+<1#ZTQT!;`MF14;GQW@ M'CQ0+\%C@MDIRJG6/[.`EKAL0^G;PFQI^-62`(PH\@'@BT&D+EM3BXX^NS7Z M7&E=-JM"'%_:0*$3G"$6XHOKH<*&<)TYWVM+T'GB:EJOE09U4GM5,88@"&!Q M)AH\"_T>WVQ)`XOF<\`?/WKFJ$X`!CY2;](0C5F%X8,%KR5@%U:`/30\.K$^ M3P&?IBB80`;H)W( MFL+"_96A\(GZ_K?Z/V(M>S396[=?2\PKQ"EBQE(:SZU MU8"ND(L/(SDF657=G0*.MQDHH*9#IA,<"(CV#'5>W1@L9RB$F@6H(3I^`ETR M.CT>88UR$"1>]'BT M35WP,D@50`VX,(/(Q7CC#<#1)-4U`GBRY3N`@-6E)HRUX;=K%E\#8%'K2&3" MS;I;'MM*=@/1&>;VM8$8]"K?P.AVR^=LU/;/!=](^2L081K+@'/F^U@1B`1Q+?TH<7NI7T*#G>6Z!\#W0[Y_A0Z3S2GQ M9:I2)@,)H(:1K=!QDO993,D("0&*_:$<8325*B8L9))&P%H51\P*8ACX$>/] MNAQ[#BA'U(513ABC*5%8W&24^H%O::F\N)>\%71GQ6PWD#I23MIMQJ>YG$RT M-?LIN],Q^[XP*\Y!E?W$4R*(N`<$)L3"3(*D)Z)T0,'O!^G)&(Q(L.>J@'F* M$D8*X^I4)$P)H'T(V&9$?BBQPRRAT8<%I$QYPC>3H:>1.%*71%+*9G5;!&) M'D.(YST/(MB&M6'8'J`?$:T3@ M1,PYY13,;Q2P2$GFIH'M.:%!Y/7MUT!1]"N@-6(/7!%15\B0,N!8&%'P=:TS M%#[\T&O].25#_2,'QNN[M?A[7SYQ*KU02)=ZB>_&B00[G5CY\U/1YQ-U'^1I MMN`Z!"8CK/&I$B)(B,?=!.+-E`E/64Q"*7N6X90_F#,'1F3$)'@LC5VNI$A5 MDJ:2)(M/Q@D9_V M7.=`L\S](#T9@Q&)XBYEL/F+@TAY*0`?BYA:7\-BUW^,1!T:A1'UIJ%B*55A M[(>>QWB:1-RW[0UN$/:"=S+N7/;$X$=,>;6G24J3N]U7DI*`)D)X*26Q5#(4 M+@F4Y8/K)GW-%N-8],$Z!"(CW("=9TH35X6P"Q&`@$A2L>)&TNL])/ZX3CP/ M(F,I`"ZDQQ(91EY`14J\*.[VUXJQGEB!&QSW&H_$Y(=R/GD25Q(N7>9)I:*8 M@1=77+G2^G0!>\@^,L&XO1T$[4#XC#`G58HD@>M'+(S=V$N]6!*[9R$0O/0V M7N,1\G-B,Z+\L#\1%!0FP"X[[+`+0F6Y(WW2TQDP>>-6^!#X/,G%4PR&:>AZ M'G6]2`KN>YU%BTC?Q7M#294'PW=(S$:$CW(%KI+SD'$BE*LH!&.K_0SM8Q:( M\<#_93`;,1,Q`7L7A''$80\0`FHNYS8L@_BF;R8",IX,>#AF#99B8$]@9/6' MO$G_;)M4_E&64UTGVL#HD^'5[CYX1:G'A<]23_DT]&+/IDB%'\,>M-?`&_0M M^#A,A\""WH-%"IL5Q=,P5H$?P];%9T%L%2F*W!Y3A.CSY&6P(/=@$7F^ZQ,1 MA5',:9`R'KO*6FS8!/0"34(&,NHO@P:(5-]E M%<^RVO093^?GO_V4-;KO>#[58K_]SD@3<>!%1,1)K"A+2!#Y@KJ\$UCJ!]M$ M\@9"CA=C]5>B$?-C"=:)D1!"EQA\#%&A':2"H*6?KO2_ECH\5H[L._&R;LKK MO/J M@YLFOBM8+,##62,$6\>>0Z"B'P6_;NH\7;]@V\8XE0$#*R1)(E(:!M8&P5ZH M5[$+Q%NS04_2+S`GGA!4NKX*.814W%9\A)]Z:5^_W'Y0^PCJZ$'H=CQD[TB< MQ$D8Q%1X@2N\F,HX]%:58H_VZFQL(%S=@&!/\$:"3JE<%[Q;)"@#?50>B^/` MAM.NE+UPFH4#)NL)X(WE`6(E_=2/X]3GH4A5H&1L_0WALJ`DDRXCU:QJ8XHGRB<=YS&64LB!R MJ4<@5(\#A:D'TRCZDO=%7S\B+O=\FJ9`9"H]X@JD;QH*R0(5#?B`)]'W40U@GHK!'PFP MG]1+8)L(\4W7=Z-8TN],&,B0K3Z_#V!C;4NP(^B;Z^>''`3;B)=V`A[!'94"=,'%]Z4=AUP/DTK2_]R(#GOT^P.;9[) M-+=9E9OVOP=,;P(;@Y!Y41S'"GZ*)"7,ND<5T>0;G-Y\'_WF#QW>1!.W!/EQ MK.@<:%;SU]5DV$U6%>6RUFW-^E-U^ZGUAG73/EZTHNPL];2&'2*K[VHPRW4[ M[U@O%^:P,9QLR)KL/+-3CO"%ZW+>S4@YV)%=3-I_+JIRH@>GG(]X`/!I#G]K M%_[+R=:,@I[=FN*OM3#HE\N+"UBW>UT_OPGD;:YQ:$H@PZRP`X/% M_`(/N-$MVK976[D)_FBP?/HD,QVL$*/Y>0W M!=@IG)69:1%#GM9GSH\X1*2;XLV*1=UVWS=FNO$\OQP8KAB%9*KC@!-82\NO MF<"M<=+QS$F*"N=B.E$W4[3M+X88?4H`7.9#>J(P6VB=UH-JL?UE;>X#UYCH MT2G=;X[@=SI7Z/,6IW=&W_3'&G-*',JK%GS8#M?+ M+)O/\PK'GC1H[9S7!EU`=_1<7VDF0*9M%_U%-ZFP,C%5)VG3=2%[DID+]SSZ M^,WIIIE6P.-Q9W?Z>,[:S$RLYN&UN%PL9PX:M]H.+_5-O!V%ME/->LI]AD(U MN9J7L_+RS@[DWIVL3;69%<^1S_7$3$>OWCC1W\F;HE-O,TF4P\?*ZV*BIVU* ML*5E.V=B(;U8&Z2Q@X;OB'$V$#Q%35Y7>-1@JVC7BZRHS#0SSIB8<3)#/_S] M%/DYM4."'_&0T$^K5_"J"'Q(I\(80`6`(\",[GQ7U%9+Z`A7&&,U)M]J:C;<+[K3BE_D< ME0IGUK31'X)0#W2N&6GM\WK&4\L'SDJ9\P.RZH^\63N3HF=9UZ$LM2N]#VN` M>'*%IG?=LNNXK86V"^WVL-IO5]3B->)-+)/Z\J9I?0U4::F,<\I@,1&S4\02 MQR6!N/I0BDT+W=G#0<\(OS\UTM\\V7'WH8W-597GASF84I]CH:UQ'4/GJ)CS$U8$U)1>'9V"KZ#(H9R9\P%FY2U&ZQ>]MU`]<#JTG=#'[F?\ M[-XC>CMVZ]N;>G"K>OS:Y''L]G_OE(CRO,!/B%(T<`-&\*B^KM\_C?M'1PWT M7`Q#\EAXQ[I>%8O3F,4)I6D:^\1WI6ESP MT/ZU@_0KE(!R/`G6L64B$S,/QTL"+:.B&D>MVS4($_M!/@VYG\@X' MZHB&D2!(`B\&)0.Y30)%2.IV(PTIZ[70,'>[]^1!H#8@%_6/%S&XP:+Y<=G@ M_@R]ES2GZ^S5NY0JQB.N`DE=7Z:NB$+7M6D_R?V>('C;2?PQ<)X*_'TM2SQ@ MG-(P$*GGIY'/$J822V_N)3T+T3\N<$_H=_6\C7:(@?PF"9A;0:GTA1(N7S7Y M4K^7)J<"9_RV0-W5T'8O5/>23\@(E(M&V&Q/6<3`="DO)"1.F!_S?D74=7O- M4@^!"N3Y2U-._K@J9[#_JTU%93\"AF[@1XG@C#-0)!>EE5DCD!+>KS5QX6Z[ MKS&(G@K_?:06+`IE3"1HF\#!($Y"84E-(]$?]!:BE_=_-/QM(_A^%`^$+U+Y M_]Q=6W-D-V[^+WE7B@3!V\M6$;PDJ8KM6:^3][$MSRIE2RZ-9S?^]P'5.M0% MW7W4K7.Z>U)ECZ9*(S4`$E<"'QXDSI0TUK.IA\4[OB_B/9IMQ1Z!/Y)P.(G[ MA,KD$.I$Q3CG:R,VLK`1:C6I*.$9@FR\G"?Q]GHR#OR9#['DQC(\,Q7[6[+* M]8_LT#E0_])=^XOGP^^O.Z)+?Q=\\0%S$*"-#5V"&BE0[4T4$,<`*E42;*-S MPNR]A:U%)`%K2@+0$)\\L@=HWL2J8.K]=DYK+SI.``6\PT*2F&*U[SGU*`^E MV@\;F(_Y]HKWRP1?]/A[$WS)2)5E$E..KH[I9#8VST1R^^7A%_U%_2L?$^X7 MR2[^EI2,:(]85C)L>ILRG$Y0*=D$##J/=GH'ONV0C(.U)//-Q_^]^>W+;W1W M?W_WSX?F@-_Y.SL\XZ)B^8]OVXL)I&IK=9J(BFW)-*_JU*V8=1/!R<8OS6K1 M+O:6%,S2UN6E8!+'\;''E\W%0LU3":--.D:0_N4B!,-R4?&O>DL;S)-T/D^M M*O3G8_O+\^;$^3:9%Q;9/1<9JA)5Z://%319?)ZS6QDU/'JF"Q!9>'&53BBR M/E-*',62JZ7/Q%2.7R:1I9#$'/SJ(OM^`IE\OP+V-N'',M?FS>^[@1\WV_SD M5:X(EE30S:,-14WSG<6B")A%\]-AG"TKE1E[?;Q4%+B*+`"H20>?74C3U&NT M@%H4&+8DD>^3RN>G'[ZY_^^/OWZY?MIL,S.9,/T`L=W]V/]]EP?UBO4+Y?G0 M"ZUWM^GI$[9\U%SWM'8Z9T7./L0_P`%1G=)MER6L%D?(,J_=S^Q[10-G$DW, M1O%_D?T7)1_[&/N`^@T1-$M_3:ZEN%E;VG(8W2DDVVE M]6),4U,'I?4QDQQ8L]H)6[<:+T?EY1D@$92F4LD6,A$F-]GN7*L(`D1.=@AI MBW*U[Z",;Z6TT)BQZJPSAF_5E#^`;:*17%B49;@:"GWZ]N;N_N'7E"_7W][]X^&R_/!/ M_C=_MIM?_KB^OIV+[73&Q+ZLH_R0R1`:)YXUNT3-N*C$\RQ$^2:WA9N3\,L_ MX^>6Q>6J$]M.YY"U/WAR><1D2J$P$K@ES3D?>P!S<14Y=@VU`6:O?7((E<8# M!5I9BHS^]23$4NSM4ZIBK=9].U/`ODDQ1&L'1EE!E(_4"G/)V/.?)(@+[I4T*<]WSW2[N[O[[Y=+OQQC_] M^500^*S?,$O1`"+9T*HR,1C,?/4;2[%HCH=,J.U?_O)!PS=/E!Y%QRM6;F[O M[I^5(P\,0CF-M)$3Z\Q1CLJ<6+8Q_&&"?)X2Z=+KCS^4N'UWMH_I<4AL6Y^5 M8=>J57"3Y;"_=OS]Z0?^ M??,(=WBW0"T-.$<-$7*-.6K2`V4O>?EZ\5H/ER+\M.(X<,)N^V?,!:0I%38( M;-Q,3.Q6V8$.V&_KM;C.7[MDC]I>>91D^:H6U;))G-0U0QSI&ICN;*ZR6"FP MP+].T>Y)?0*&%E12[/NKHZ!@(#-;UZ0_/8\\-D]2KS&3%MIW>=1%:IFC(J]# MSQ!CJ5J5K*9XB6R5#OYU_>9M+"XIEMWE*%M<=)&->6HUQ&JJ@JG>P49(@L^? MDY\HA%1*S]=1<`$E6.:Y>1[&GY^44U[54MG.J15W!IUC2VGC M2G,>=`%LS4W9*V4LISV5NHU167M,4P1<-&P!;GS<`+`>6YMFY?>QI53U*GL# MJ%/,U/O+:+*;S11I:[Q`#W@[=.1'/G`U&4*5OS8"I`9/C[.!$2'UE!7+PPEQ]-ZT,?0=7H7!J MKA^6SVL3BDL*1T^0R;*5CK7P=>'Z[=0MQ]7:2L1GSDU>:-I?PM7FY&,_WS8_W:P MZOA`N5J=-#K6G9[M%\[U"3#AELHG<-XJ"7\BX"#:YG;C."P5R#7@Z\XNLE!Z MI,U&8N\B:+-A.=IF(;ZK"U"@AN)=TLVU.,#[JXJR(.Y$R_?QM/&9_G6?ZX)F M=$N6DY?,>F:M266BK64KL'FB>+-]#VFPCS16!DS:F-X.[:"Y_BPRBA]*KD&Q MHL#['M+,/M)8(4UQ.33D\),3/T(US"UG3((T+UXXWD.:WD>:"[5BB=C1UF+Q M3?'5FTC#ID0LXK:%(D?KZ%[20N24K"9@/QM-\Z9H/8#K6$_E@6ZSYD>3MO^N M05&N()]EU08Q]6&!Z2G1J29LLA6K:=YEV?9*K22M0@SHM(^]$;I,?14LM1"$ MU?4"O_4]I.U5`Q97)N>#A^`),N=>=8PMH95C2UX@EK^5M/3'IH#4GSYV%9`. MSQV=`O0J!562[2CC"`X@#^!$NV59W5X7<"8C MNE5%<=Z80`\H];B"/<&+6=B<*\6]K;]DDQKC0UHX`2*\X`! M*!SEM/?EW=&9P#/WS7RU0""/?2%QB&K$*1S_"A-ZB0SN5\*^TC8JCA!3L]HD M5CX]YL>K$B_P`A%C40[_\?'FU\W/Y@?TPN<3OKUE\:?#H1-RY$Q+`U3`;"B8 M%A(K'Z8`B%L09+5XF3J0PH79F]LHRXEMXX"E`V1S%!U:C=C9X\A-%T)1YP*! M#'%>]HYZ;7T&.5RN?[FYO?Z9-AOG/_SZ\?9S^OE_OFPP1.9&9\D1R\C8RM%[ MW^G=Z[C6I.A+*F7+2L'+NAGO%=WR:,W*DV5'QR:R`E-8OQ>V6W_&7TVOG*F0_?O5[+ M5=A*Z)?1*/0F%V'X+T:41[WHKXMR3SF$Z$)`3OP]YY0MM"Y*9R!:CI#FQCXN M09Z[VY-CE5&>!KW5SJ^MNOR'JO%-\!ZM.Q!>WE6 M&4!GNP=%!:FP=Y6#6_M3N$-EMW<;Y.LV]R&9?[N^^W3_\?>_=U3&EU+Y?//Q MP\>?;GZY^6FN!Q#[I%JLH6@77*L6#%\@C\ZD'C5OV6ZDA*_;NR]R:=:^O;O_ MX^_IM^M[_LXL;Y6Y<:HY3]2GO%SR?45Q[,U\3M8=^ODOS!NL=&P$E4HI&-G5 M!FL#5=#]V(@3@P1ROL08(]SL25D[X-@\85;`%LQ5!Q1JWU_>CZW69L#+)2^X MI>WG)%>RSY;4+_=WOU\_6YOU-`C^S0/.ZIQ+JEI'0$H:<_;-6QMA%!Y:1FEY MG'Q`>">W>JV3K'U1,S/H?:Y!69R##.%AA.MCP@_=`)J>Q MKM$4F0_$(%LIWJ]5NY4^&1LU^R<3DB;VJKLY42L!EA57.]0T5/_3RQ M&)%*7UD!B;>3F*-IGBGC<;QL2(;DT&@=,C<*0H=]RDW<3\RZZ]UT.%:PB#!T_ MTR:%G,^I<3F"DKDL6E$'.(#N!W2][WX9;9=_N_ZT647P!BU\B=`&'??3D*:4 MDXTN._87TS.Q=_#\4G_>?`B[WF=$[Z+D:(*E>7Y)L#'-1HJ];2MRG%`@M]%W MT5$-EB%X?/MAXP-';(^6Y8@9579\S57PVL1&Y0%C<_3Z.`F!9ZUZK88[B3F: MYAD?2)RQ!Q5M3/RG5Z67MZ;+G(IL5;=!:.'R-,_Y$Y>:<<695JUSU2KVU6/& M65=A["R(KJI#:7Y'9RX@I]M%!RJ8`X>/N1(,CZV;1*`%@?>RA8PCZ)RYO19" MM[N^H^IQ/@4N,+D3G5%V-Z/9?1/>1>?,Z6?FI/;6:L*,*ID4J$UT'^T9"]2+^$E9M)PG*D1)D#L-:TRBHIE=KD#5P)HGC7<:S7 MNY7OJH^<3&802+/1=EGS5UU9;H!3!V_@P'#+VNG7C<_+"&W7B^[;D_.3R0R3 M;LF1\14+E08_916HK1=4R0:9<`4R).4&;0@L*2787 MB;;V=:6X$MNJ1@ZI%/J:F7UE,+@Q8-TQY83"18$2=F);?WZ%LS6'Q+&^,DT M-R/7&UQI$"L8+D)%#F4\Q\P&E<\P-Y>29[/J\L#=#BB.^\K!ZS>`,_FD,SKR M4G1.T9.ML19LWC:(DU-RQ/-O9IT]@V8O2< M_E8)RB2>*"["UAQ\>W0AIUNMF9RSP-'RLV>WU,0#@;6X3AAXL%+W0!3S(UTX/];`^.@ MI*F,[X*7L+@"-V(QP[)W--D1)QTQ>F=UB7T:&=*DRX!V"PRWZ(A>BLX^52./ MA[Y\[KCKTYE\?LNAK-.B@4UQV.UR3M:SCZ2$;CPFYY1$7*J564?]-U-R)Q/5 M(CT0R?%M"LGE$G)K/FM?GX1GFNSX\&O%%WMGFVI2CD/P$*!:=FMLY9L;#0/> M;P$[CZ?-N596AP.Z(;,+VK;")B-@,Q#4A&OL.3?=LHWM_Y6<#C(;3NL:JJZF ME.B[D8V3H%1)PGNN%BUM1D\O6525@@N!HXMN7XNQ'6QD:!\HN==4B<6F2SJC MW4X3(>MNWK4J6#D*C!2&,0MR'4U8K91UTA-=Q!$T*L@'7#G;).BMTU&/"6=? MMLP5B#[',SK1@R/GI#E<9E8=WY%`'#S`TSM]E%GUU>-TU$5'5[O5@I3V@2)& MTB8B9BIVM+,ID&.7(,!DSN@4#CW;P*&"0\/F*J6.XU<[[N*$-Y0D&,%Z9MG)\V)C@ANK$L6 MR\/0@HF:I9"Q3-4C8[5$2UXW!5KY8B!$TT&O6FEL+OK^N3A@:(H!$?6RPU@M M0;CPBU&IIJ8?(/^L-1V)<,)2#[:_E,H2C+^@!.%0/T(Y*$_%*Z1<4R55RB@X M&0RBX'1E!';\Y:G!.ADVN1*JHM1[\(MNA,H.',B(\FUBM=ZHKR[)P-I\=(UT M1'9(U#A6&\4)9^2D&,!:QFH]/EZT* MKF1L11G'ML!SAAU<'ID%*BW;<2]?%7:[`V-"),]6TN784@:O]=.ED!"K?9?$ MQ0>0IU)\:.A)MYQ[@3D&6Y*I4SP:G)73'BNU0IXX25E&=I%,,E%ECS50@13] MN'C(7F@>%.&,LCNXR:@Q8[WSO.@`*K%#-<.B]!*&#$-P+9NR7`UO=V6&4U(H M1L>"506G"RHSA1)H8-NFTK7.]BPUZ+=[FN19-(YM""2#+=C0TH!J#D6"O%YI M,92WU%/WU_?(%\F6OLC9=_@(0G97T0QK3>"29>IK:&B7$H8Q.*(I<@\@9,P M$3N"!-KF57CF/XO:D10P#'MB]V)9;!`#.5K6:[@7[ M5/DDANN\W)W8;!XAJ61+I9HYQ,\FQVKCR$V3A2H?SK5>K;OY!'7`%%3CR-M1 M[<]^#L"0G[CU;!QD'7"E431SZ9&'PEHU^TLVZYSW^<9Y[=A%FT*1-8NU6NPN MO2RF6@)OB(5BT*22.,P8Y5(EZ^@KU0)F('9;,]9R",190TFO7[43GP#MXV,[=F(#,U/40$PBJ=5ZM?13@R/VC#=TY\X%]%B'C+*P&4N, M0E"?!P$;]3;T,L1O[\33#:?IIZ@P(@:. MT4*.2'7,&I/,?0QO`ZYY<#K2$\P3A[6':62%B.RFHZB0ER7;')U[$-XZ^,NC MY;CG)SOMK:K3(UDC(,CB;0\3XU$W_7VJ`9D\RUCP,."'Q7`.2LIH0C`65+%] M99MS\A:S'X[3?O-,<>JNHBP/DQA=7M8[N% ML4DZW-/./YV,G$@Y4S&$*263O62;A6IU][2.;0?WD::>#JE0&Z#EZI(18XTM M44:26$H_!QF+;&>GA#O6]7F"-R2ET($M9)61FHB#'X.K*R#DFJ,51ZU0#)^* M]A'K8L;ERG`;2S!]'26YT`[>J6'HKG.T_]M?5IL=>NM(!9#*697A(0](VK1; MH(]923ER/@M9>BFS*8(#*$D<%<0>.]JA:MN790,$^8QW=5=NY]VTL^:]%6M_R[+Z]I^KG[5S>9CV#M M'U>7.!-`;V2Q6A24*8#O^R=]:(&'AAN2M^9V7VG-;N?/+2U09*-7.J+72;-K M\=2/`X:<&FOK!ZW/UMSN*:VW'^;=LRL7.R"HL)D19PGK+CKJ;O+OI MYL\H+*<56`&J1..M3KZNKEH)*^L63U8-1P+;\$0"0V_%!?!ZPQ[!^R M6JFAM*H]J^$7S=VYJA%SN+B8WW:7OT\G?TVOEI@V>V'1&XP$=2S!4S$)C-74 MQY2<(+5;:5KH@HW4/([R3;;FU`CWPY0Y15J1'WV>GH-M*4CL'TA"P.X$;C8]2IJ2<*67'QD=P+MV+ MLQ1HV_Z:Y'E[`O==0N!2%"2R9@,)4B1(5O9]!#GI1HC8QA7KB-B+SDVR9$?N MO=-$%4BL3BC4]=FK/H(2VAD%L2^=:?;QT[S[T%TO.,J^RVS;S7]_=#>OY]/9 M_$TW_SR]Z"J*>IIWE].;,)]RDOX^W\[YU]<=?X;_&ENA[NWD_T:G1=9L&,S3 MQ<75;,'N=+%N_^#7%8#7E>39]=U?^^:S8_7G'`6R!XG$4I,AZYCZ.GW&V.Z! M:4I:QY7;,Q^2/HE#`B5=`A<$NE"!ZH7`?OTXVYC&._YDAW20F[0,G2OEKYF* M>7)M$.S!P:N=3`]OP<3:_F?[G+ISM%]#6#<;A57IY;V!65>!A M2=%L/DCHAH/\#D;SCJR^1/W[[.*.KJ]MWIONZHH9_HU_^'QRQ92%RX^<&S)A M_-G/JTU6@X\V3[&?5P81#6=/5A`B@LE&)H\<"R8YY38:RDX$71UILL2@RDJL)H`2%'']>T>K:@:R=R-.>B,'L8GE-2 M&,Y'LC7*!B^M!Q%0*UD5I@)[4&J!*7XIS&,51I^WPD1`3,NU3NR;H4Y@]"&%+HHE5N&O8%_5=JS'C'#1D7==G:^,&OK9"=P M8N>B1WN$-F>@1S&Y6A\V&7,66A>-L`R1(R@7;;L?[U>(?&`]>J;"D]*)K*F3 M3`@DO71]$YA'-*ZI8K]86\4^`0&?R[&?1KU12@':*$]!<+RAO3/^HM,2B-XC03+>2&%,`I:IU])'DD:TT)2J[4@_2:$.8:P^A5"#EE:X M))(6J"W;2U';]YPR8#T@M-4TVTZUGK!0A\-#*3DQ,``N2`V:LM6Z\IVCR4%A M$QZ^N)\//WF^'WM#^3O_-IE>UY]=?5ON%M/WU_4+K^;_?3NYFK[[,KU^GR:+ M#W0U^_N_NLOWH^W8+#D7=%"!O0"%Y+RLRZV"XY@\!-^ZY9,7\6/OZSZ.-&@J M4(BL+=EDPY<5JT/1B.`P+.YX&Q:T'`E8O(:8`O]G8F*7:MG%KE*FH%([!KR+ M-=R*Y*-+8,PCA%H8=D&)2$8;Q^$I]:"FUK4[R)@C)3M(0RM MI37K;<]-=GLIWE$ONXR>9$H<_1)IH!"BTJRPQGD!.HBF#G*R"KN/8S%:DZXN[=2L826"_VFX-/`3;1^9X))K"(%52`!2)"B>:'$F&532EP#7MMV?` M\4CT5,OM(H+UL2ZJ48&3/>B]F=/M//EOP_;-C0O[37?Z3;R+9A3;C5IJIV>^6,CQB#U"'6-1E& M]9I9\.<3]4Y&H!K^KRSV"LGFCIX5KL67K:TWVP1?DJ4<9*"40Y'Z`60!15-! M^-'-Q$AN9)W1"M!+H$Q(6:`L/1X1^[^?35P[68D#JVX$109TW::,$'3F>*.L M%K"CRNUBU1_=CNST7GSHP["0,J68A*@)@PA1R]5AJ*2:1\T7$MI5K3_O:>SD M0*UV6NC(8HWH#.FBH3="WJ_!1_U)9#UR'93ZB^E^5$Q-XA"W>)37`;O M/K#M?-TF2K=6@KVQF;-.1$9Y M=DW69XKF`:S26-T0.ZH'&RFN7YPL/GSSU+USZ5Y:Y/!*I>5:'6<]BU@]8'*G MM@BT'D%\'2U[DSQ2M])!*Y,(HQ,R9E9GEWM[5F>>VMVT1Z=XK%N.94PN"D?L M;V*.Y&/?.Q9*VRTW,+>[/O'BFW:KP>>NV`](Y.YPF?G#192W8:T<8* M*[A:799;6-OU$%^[T_NXF\>I&4!@=^P!F7;'VN!7[0`88UTN\W\B-3O_,B6Y]U]QVN-@A?:1?[-AWQ]YJXO1BO40=9"0$V+= M>$-%ZM"W)%YY\`]Y$P0@Y#>NRQ*5I7W`"23:/OKG_3.'9EW+)BE7C;/ MF9!%_5=HJ4+62+F8IKU@R'EN+8#7\^[39'IY_X&]4@*RD(,5/N;$]ATR__+5 M#`HTO:+0[C$:I&1_BC=%VI;->7!L&Y/!*("2`-'OETS86!@MULIY"XI?3^8W MTXOII\G=!EB.<)7 M+9*7K$<)5A&Y-<783:/9^U-Y/&Y'7!PGS;K(`D16.C#DC4O]FJD81P>?3I'E M$;\8M0P28\XJIB@=@LK]JS];R8&QWF.P?++5$TKM!^'PP\CM[C M\CZBY0DX5E8:M(D%7"J21%]M\6LFN5?(%N?!_(B^EUCJ,ZNOW_W'?B/U_+D52%.,6HYC<-<)5,R??N46`.(LQVO0_0=F+D1-4;P MG$AQ"!,,\K\IJA5^7T!<@_;3X'4^+WFH1";T2*@>G-(:2/*VR+2M4XXJ: MFO.AN/NS^W0[O_@P62PW;W[\.+M^K]A13/HMEH8^,11,N^^K%+EY,%!NPU4^",$C.DY2.H>" M\V4GT4EI:T7[/@IFM6]=)#R-A/LL^9M/5W!$#C'YS[KYY^Z;9]&Z*'C.'-77 M@.GU\LUQ#!;E8G%;2:VL[!X!A"R< MEMJCP"2#21!2[&$#@FF"^$&'LH:81U`]8L!T\"QLAZ:.R/@DT'XU&T.R<2&# M@CXLU2-&P7*BR&&(]._<^FB-Q<"=J>7HY++[OIR=^FR6,DG'0TZ M2"H$-%FN]-B*U#PE5SC#0?&NJ-B#S+$W.*Q06BJX[`R'<\L)Z)7J>FI?.DWS MX'(8,L<&DVR0RJ+75-\,I8E`?;84UU0.C1^*$T;)?#L+%_][.YUW\78QO>YJ M67/9S5Y15.Z_WE],[E^/_WKJKM;G+RSQGE"12FRHJDBBT53;'^QLVL;N@&'S/L@38]F80SI MS[`>.2N+]B9K5:`O9*---C29&@P6QX['PL@MT1+J&H\,*!.',\K8U>N!MJAU M\]!:&Z:>AX7VZ>>W;O9^/OGT87HQN?JVRV\QG;R>7-3^N:$NP;Z;\"&Q?].] MKU]9WW1X_\51N/SH=4JEL&93%"YF*?I\41C;B',PT#HA:?XQF]]\"!^[.7_E MB<4I!!95'U"BYR0\L@U7<77!R,:V.:1YBCZ^/(<>I$]0.Y.+=<.;=]F'F`5J MJ:?9OS!7NICS>.Y7D(#2A2K.*H!:=S*J%F4C43\:!1WI+CG M+&P:`FN1D(`5TKM8XCBR;[8BTRZE:AK%3N@"GX#'M2&SLT7O;"H`.1*9OOM+ MVS;'N,^V3R*".9)(=)+L'VU,":(-*03]_^Q=^6_;2++^5QJ>S<`#V`H/211M MY`'4-=C!OB2;9'9^;I$MBV\H4N!A1_O7OZKF(UOMX?ZN#3J4,L36P5Z5Y=F>X)ZAHCX"/9W&[7U"#2G2C* M1->ZIH[+XXOY?6-:6B2G=^OW\Y["\+$E;2(Y5$M4S1JH:K>K#JV1"O&`-K9&1:WA?G^/2!K,](UD)EWIZE.L M?SA5>J/A8-J=JD4T8/2G)0GWJX[GTVYSN'RS!._PB:DQJ(4^UL<3PYSVIAH6 M:F99_S60.VKUF5].29)*S2'XT'RJ"KC\S1T#)Z766J%?O(IN7RB;:TI[6PRT5%F98 MQKF"&996,KS/`[Z&/CVW[`//=1GUU>FDKXPLBI-TL%&^BZJ,3(FN"QXH`\G70T,36^3MYN,2U3V>)O-*23> MHJDS0Q_U=+"`RDA3QZ:F6%:_F.L9#\KKS9^?G&@^Z@\-4'1`O=95+-,8*7V` M]'!D%M,50V-:3ATW0$1MRGX.NF!X#-V$P%A337TXG.:GG0/$E7)J2G\V<7)" M`1]K3G8X4H;6H*];?[(-">:"2,[ MF$+HJ'7UXOQ(OJ@W[6& M71`3Q&Y:OL`8SU`IYW'ZK;*GC72B+;/7G1K6&/X;C*R!8JE*`=SN1"EOF6B" MR-L]&S0"'N@9VG0$/C6XU*->=S3)P^FA42Y'TH1(L4V+U+3!J(>U(57`IMX% MMW&L%W&ATAN7;-&3&Q`;R2(-"`R-J:[VP=KW)Q-MT#4T;5P8,@@4R^4B*I/O M"XHLXOY]VPNB)!3?0,!#[X=[)3?KSDQKBKFM0=\:&P,=_AL4J=Z)V34O_N=7 M+[YUW'L6Q6M/?+B8PR.OYWSI>NN;;^Y21.RC>&!?@B7W;^5OD?M?<:,JJ_CV MXM>[^/;1[9[KB^N%<.\6\8VJ*>]N5]QQ8`BNXV`%7ZR^/_D0_'Y?(UP?1.+& MC^^3'Q_2%\T"STD?E$F2<=]ANV)DN1SQ7>_Q[OS%[Z'YA_:D#QU!R5]SS[WS M;SPQC]//KN_`RV[T"GM:W#<+F>T)'GZX\`-?7+PO.O`SO9D%<1PLTZ'9Z4&_ MXAY\6X1!_J'WE5E>N&,#(N&(/@@7SN<#]"G'`HF06Q0`: MEWO>FL'_P8\L2$+V9^=KYWK&([A,+%=>L!9R)@XM-8NDAIRX\'\%>_*K>_M:1;]QS4=IL^,"1QH14VE1AM_J6WIWU(T+1 MS`3#7R;A@A:!??:4PFIY#[=W#=/`R6K*2K!ZJ1'7A! M>/-+&H6FR@I,G@W2#6(BU33]W<^^23X&^U17DU6MTZNHU1L5N$M5"O>BNK;H M,&N)0Q)M#5\*E_@)]00+&<"8V@*5TT7_4D1@X4$]41.+]^#MNG*]!F9BWT+! MP42M&<:/+`B9`(MWSSTA50&^6B4SSXT6",VUO#/S6ST`V;WP$\&^YLW-N=R6 MNR-1NQT1R]VS*602'F;L`)V<8U<<:*74O-#!_8SLP8T7^U\R"AQXPSC=X@MV M$UC(Q3?Y_Y?X\NS)]%Y>O#)5?$_$\!%DQXM0'R>;..*KS.1L@@(2ER!V`-H5-'V97I@T^,!P(:C1*\0=6&040BH M[!\<(!FN-_2F7C'5-`U$M1ME#68@VT12[8+'3S<40._A3'G1&!!NB'01)AY\ M[?H_DNY?(E<>&"XVY_>@]C-/[!?I/'A:#^$UG^PX`-=-#M7>D8)[L9C;`NDF MZK3'*H*0),RP6IQ4H"A9K3S)H2!0U&SQW191)"U8(?$_P0\%Z4B'."K;HH^! M?[TKPVC;(*&6K,(`]WXR[&\:,VZS][:YR37[;['>LKB9>F,Y/.ZOI<4`^:>- M1*@F?HK(*U3P:QY=KX/D^BY(KWC:(F*'"S78TXW"KJ"^\!7TXCMX\K$`%G@Q M>S[CU>Y2MAPD0ZF(F[%[M9F4;D6-SARO54;'`1#XG7P94D^T$I)YO#405\S& M`'B,L;8MDD^VARQ0Z][].2*_>T'#W!Y MM+DLMR=9(,`@&,/S@E,:D@^_Q&NWP/1Y./F\Z\E9_KH01.Y;2@I=<'0VA9\R MI.Q`ZNY&B;U@DG(WQK8N%8@?@FI4(,7U`TAS2SK@T_U7;'NZJ`"2-!8@A[S: M.!C_)/5#_&";;7**N6(!QKPH17]CXP(_%1Q/7190#1="@%2VSWDM&87@X'78 M)]#<#6NAYY` MDXTM@_NA!?@I=P*>A!A09?ML66Y;[L%!"Y*(+03W0'2V#%!RH2&!I\+$&&=O M5+>0D=!,'B6QUZT!UNB":BR"[$GI$-5&L`I#G[><4'@MRV85P'*'G?$Y>D;H MQM?5I6ZODLY<2?0(4&)<+HM.1!Y%Y,/?>9R=R3&3.?O(\AL0_,#Y+YQX!-;< M#8$[@-9#%!Q(-/7L'V1;I,H_UNV@^7)(F M1L#SO0<*DZ_*.1;YQ0[=E;1D#KX7('@7\N5N/S#;4)LJ]:M1I32Q<`<$N\KX M(1L_%JU`,P)DB/^%>$B2"U8^9>.\\U<8?TY2-@G9[_@(]A=W40BIM=^R99/? M_WIDZ?_,C`R$3&E4(2-$]&1P0*(8=4P.2`)^K[0WZ(8-#F@=&E^)S<0 M>!F^B0D.MDT&S%(3G`1TSQ=QT;=LR-A2]LS+4`&6T/5VKMN$QC)4$](1WN@Z M^"N9>Q*#SWNUOYG2LLZ$5.I=*P<_W@6HYZ!%#SQTMAJ;-Q`3T+*([!%L52ES M7&O"=;3K)X!B7TMOX[&1RIEMM9?/-L[!':+/Q]^N-YJ+04QV7)U4E$QSSTN2 MX!8@1J1K)G.-2YDC2N4D/6.0\;[`0;)7GO.5+#SB/G=X'F;"%Q]!JH]N4]+; MI%-9C%H6=E:2^Q_L$6"5DQKR\AL7XG_73I^41RR?"I.83G`@BV7;=ZKMV?'F M`,!(!YX7/$B3+=-!LOESG%5-;5J:PD&RQ:'/_8(=;P#Z+A/Z/,IOWG&?Y>^[ M<-Q*.Z1OS1Q5Z9>G,2)*!L(7L2RR+#;"U'/3!%_NJD<+@>]\@$Z*S)OWTE1X MVAA\N;?#TR,/KA,O;DRS,U!Z2A^L91_4:-![=SO#+H;7 MX!]X?!6)F_R/$E8V30R+O]"L8\/\#Q=8;B\,'K(/Q<7O8V?S9[CW$;)I'RYZ MVKN=)VP]>M_3-C>J-=]GMJ2=U#_JW_'>]Q2:,VK"8`=]X(Q!4K?F=H?'\BF: M:US\6%:9XEA`_10(STD M/6R`'A(?DAXV00]?S(>O;S$VCM,:=82H(=R5D' M3/R7YUINJD)^@X3;8DJH48AM$%QCA$4:1QI'&D<:1QK7',&1QKU&<"U)1Q_) M07YRQ5&82\0Y#7ZYB$ M/$(>(:]VY"ED\PAYA#Q"7HN11^LB;O^9%RBL,CXF8GHY,;6/?PRE4_D>IO/F M&<++F\9+C_!">"&\O-R_-0@N!!>"RTOATB>X'#WJ:U`2IH9E\A'[S%V'$E@- M(J;S26"91@V3-DT!%-YW\#%WA"W"UBNQU:_.>29L$;8(6YO[U`K7)1*V"%N$ MK1ULD4]XU`#VO.+4L1OBL4-?BT-?OF0' MGLCQ_JN(8T\>SD$9J09QU?EDI([@"Y]]8HH@1A`[0$Y*ITO0(F@1M,AZ$<0( M8@2QLX<8S5S>RC/N/W/LJ`LMP(V7?ARZLT0>!4_Y-4EI;P5JK])>"&\'(`7VH%Y$%YHNO-I(5IVG/#0Y1Z[_%<01;^Q MW[GK4PJK00QU/BFL2[U3V2G0;[R4&"&/D'>0TZ!1Y5J"'D'O).F@XV_C).01 M\@AYC^[K4FV"%VL(S93>6E&4+%?RJ-[1@OMW@M)QE(Y[?B>Y9E0WW=,4*/PL MFQ`BWC`B(-8T:?\:S>@08%X,F.I.6""X$%S.'2X#LBXT_UF5$"?SN\J@ M+V*NSZ9!*.!MN`,T%+Z]9I/OMOR5?>&QJ&S5;(-$W%[^F@6A(\)<$NKJ.XL" MSW78+XK\WQGELRZU"C/)/RNU\V9,0BXAMUJ7I;J%#X1<0BXAM\6[[EXKO*9@ M\=C988(H090@2M/!IQ5A=C0-^S2#YW,Y+,9OU/ ML):I=4N2U"M='52WJ:\I",'[:%LX8>*5F-"Z@^HF+PD3A(G68^((2U<)%X0+ MPL7YXH+F-IZI9>VQ+R).0I\%.S,:E'II$"&=S^83U:C0ISW[;24$+@+7(>#2 M"%P$+@)76WQL@AA!C"!&$*.=QS\EPLERY05K$=)1O:>FHM8Q3D_M:)0Q(T`0 M(++[]`IKZQ(@"!#M!T1U.U$(#X2'UN-!(_M020C6H-3',64[=D,L%_TUF46N MXXJ(?1&V<.^%0RFD!K$0I9#><@J)($80(X@1Q`AB38&85F'Y`X(608N@M06M M'D'KF('M><6O"`^$ASWWJ0KM M\B5`$""V`5'9B03G`@B:8WSVY)D(XC27YA6;1#WGDS:Z-(V.69MNT9&3!#V" M7@&]?L<@Z!'T"'JU0T_MU;"AF*!'T"/H[8$>.9PG/-_@O&+DR7R.ZW"#.4O/ M+XCP`(-I$`IX&QLE82A\>\TFW^WT=(,O/!8TNWD*`CO"*3FG3>;5=_Y>4[!& MR6_"T]'P9!">"$^$IT:O9B=<$:X(5X0KFNNM]]"1L;#%7M'S#Y%8Y M^3\I[%8$HV M>TMLOYOGUP%G3I#,//%3DR&M0&YUK/]2$;:>_2]UH\J%DB^5VT$+)ENA>Y4M M9"9Z(WHC>JN*WOH]O:,3O1&]$;TU7<6(W@ZG-\VHKAH0L1NQ&[$;L5NCV*VZ M0K[$;H=D+M_''(2S]_JMO[NP.'RCY4UP?J"[]O/U>/PB7W-M],UY3/%AVBMG"\[)K/EPH%_(S#(V=?]XC MWF_N4D3LHWA@7X(E+['LDH=WKI\VDB=QD'^1ZI+\YL%UX@5<#9+)E`84PN.K M2-SD?]P^5H)-N[?SR!M%,O8N47Y!*EHVYL-%3WOWK([N0BR[4:WY/K,E[:3^ M4?^.][Z63"RURR,E^6R::S1[ETW):S!?)RZ\37YZ2-V&6>`YZ7,^"S]R`U]. M5]+^?=*P(VA8$,6AB-U0+.%=+*^]^`H/G4P``;1Z@*J]MXY0:V:HE8V\4MZ2'KX$WJHD1Z2'C9`#XD/20^;H($8_*X&")RG@A\,@]J0X\AN^&W..^+=C7A1!Q=%,5(31( MYBUFBAJ%V`;!-498I'&D<:1QI'&D<-7JK]8Q41?%HZY\U4A#?"&^&-\$9X:P+>NL>J M`$YP([@1W,IPJR[@);B]-NYM4![JF$+\*&*6;GR5^U[O?/C9H5Q>"Y?RM/O0 M.#IP\%1'3E6:$VV%KM%(WXC?B-^(WYK#;Y4>.D7T1O1& M]$;TUBAZJ^[4*:(W6LYS2`T_VTZ6B9>6ZDLWP[!/,W@YC]W`/R7_O27[0*<4 MTBF%+Q:9>C50CS;EM4=PK=`CO(_V4A.#$8.U@L',7K=C$(,1@]7*8*]<(U,[ MF]6-QX_O+<(B89&P2%@\/RR>VV*VG1:H^+3M$\JOY3?'31D]7OV&YSYLYY$^ MQ?`T-@J6JU`LL/;*O6#_].U@F1X-X49QQ((Y'051)\M2T6HJDTX:UV3!-498 MI'&D<:1QI'%T%,01JBG$"0]=[K%_!5'$+G_GKD^;X!J\"*>,,\<*E6R`*O6@W;E.&GB($X@CAB M/T=4N)3^;7#$N4V/5BG$SZ$;A.RK".]=6\AS.]GE*!2.&].6JN8N$2DO93B? MZKZ]^DH=/2FTIJ#SV!$409.@>1`TJRLQ0]`D:!(T*PP+JLL<_+34SCN<(.02 MDUVSSZ&(^7=*O-:3>*7=I+2;](!E(KUC MV8BWNF>&^(OXB_BKQ@4N!M7S(`8C!FN"YA&#O2)*USM:[6)[PY7LB-V(W8C= M:JS/65]\2>RVG8A\'W,0SK[K:W,JMZ3CN;ZX7J3U$%1->;^/#O0K`_.U\[[&/@7_\[@6;- M73S*U^-^U&%6S,;"%LN9"#<$JZM7K"2-`]N6YA'95C8#QXL3_<"X`R(N`('L/(W0OF!S%;BYC-A/`W-)31B`\_ MK.!%@>/:<$5:QML.HKC#ODFCDCTN%"MX)S*2))^T8A.69Q+S.30$F^"(97`7 M\M4"GH0B=OU[$<5+O$=\QW<(H*@KY+\'X7GX+X^B9+GZ?_;>=+EM)&D;_7\B MSCT@'.TX=H3,QD[`_?5$<)WQ?-VVVW;/Q/R:@,B2B#$(<+!(UES]R2PL!`5* MHJ0"5"`SWG?<(HFE*BN?)Y>JRD*!*8N5%U[N-)LW=^TMD3J5-?.2+`9FXJ_G M:EERHC;\10E\[]P/_-1G"6\WM.6"`8$BVP)_*I<>/`/\'>R,XB>52&)V$4#K MM^)8>_%WEKZ+65Z/ZLH+,J[N^,;\64G>MP3ZM)7DDJ4L7OMAV4#^'F\=@1__ M/ZX0Y#3)2FR=$8'E#MP>\Y@Y<,2VGC-&`Z6WJ>T:V&25N[05X"[B:-V`W`[$ M=Z&'A!"SM9=?7+_P#",>O!NZC3SE(U4M&%LF^3-C!C00M*W.AOA8F7DZ5 M ML,9].OS3165G=J_./?F\$0.E<-)13WD#:EI7&%4PG&C7*'/X?L'B ME-/G!;>FNY>'D_[R`3&+?RMCWT@5W;TZ<%C,J26Z*(MPB_R,(4O]E`D+ZX MR8U0WB'E&EU?M'-9D.8/K<36?/8YPZ#J%&%BXJTQ M5@Q#\&%@8)_!G#,V&;Z<-]; MG]#:_"->_MY/X?&+_$E_ADL6XP0&C`38AC_#XN_[CRI+Q/37[CQ;2AD%"3(* MV:[.9:7.>36=VQ-Z><4L6QEXW1NGH<_DH6<6!-%U\KXIJIJ.[JP_4#>[-=[Q M>\$N;/&:2B_Y)"JX?4%07//K*_45_YQLO$7Y>8_@OD&\EB@?V;7R M)0*BO"W`:W^9KMZ[[D#5+?W@[/?NY'UQH];U?;UIJ-P=[,D>IGZMEB+Y/*+B M\P-[#%N0Y1[YU6AV`1:#Q35)N$\3H%LZ;(WS0/8Z$*1JI&JMJ-K!ZXRIL-5] M=2Z%]23ET:8(YYX?*_\H%[WPF>-BQ36%I<+#TN<6 MI^I=#2KMS-0M<66E'Y*/+*!JV[4B3)TTIG0(8CHKRG@LF** M+?'_8Z)/JB;5I@A[;P^T,THPFW?6\WM6-OPV8QQK?5#_P!2]#I\(S,24KZWE9?0 MX%M.>:6UBRA.5T6URWK%S)VB=0M>.R-)HH7/]>C:AWN:M;Y0/?BW^XMFU$AN MS_[:0\6X[=TS-K`\)E([K#&[0]33S<*:JHK;'JR;S]P?;-H=;X/M^GU=WS?L M23MI_*A_,K=3[O[U?B+.>9I==YZ5@=TV5I-[N6=C'^\SQ'7'K&7AU'&G7U0B MD9+\I&(U%=N)$+;2+*;)MU_42D@=*NF>\)^\ZJF_1&T#J=1S7M3G_!>O8CGC M:;LR)Z<8VMF1J:*LIIAJ;%`Y%RKGTH=R+J1J?5.UP^?M)=##9O%MTL,CT4/9 M5(VL*ZD:65=2-;*NSPUGH?,R[5KK=./'9&E(P[:=-DZXW8HQ#X(3AIAD<:1QI'&D<:1QLDC.-(XTCC2./D%]_A0 M^&@B7G[?U^*<1XQF7S*-)8L\A.U4;:_/XO>:F@-'5+=E&4>\C_:ZOYRE)@[H M&0=8`Y6J>^RGCV8Y,?G_:%I5D<*D510F648.WJ-G#6.SB]<""_'BA=-$SBE2X`AP!PY8')Q.+JF"XN@90%` MVYD"P@7A@G!!N"!<$"Z>EOZ2*-?6B>AZ!%T")H$;0(6@2MHX36&[>#M>"4!2?D M$?*:R&M_81`ACY!'R&M,\:H=;-(X#>B=^HJ]+VP178;PW5(9+=+,BWTO4'Z+ MDD1Y\U?/#]M)1[[L<:0MU-4T!.[L>$`XLBA.VW$>F;83!I1A"=S/08`B0)TZ MH'1;W)I``A0!ZN0!]4;K#E"G$8D1W`AN=\--'U@$-X(;P:TKN(F;L2:X/2G/ M*%'2OTT)WGW6;CL*:(`"+J/L/&#/@J?TZS"$%3-]4'P/*FH?RJ#JIL#9S"=+ M3!;E:3MTEHC;I/,ZB,N(RYXG+FW8UG04<1EQ&7$9<5F'M7[%%;G)<$[A`F:B.J(ZHCJB.J.[4J:XVB?ISZH%@ M]EW?66!=DT[@A^S=BG'A:[KZ>D?Z&LKZMOSX9S\$%DS?&S#20@7Z;<64BR@` MIH4V*%Q2"A9@AB_C=*5$*=RJ+%9>>,D2Q0^5#=9H]GB-9L4+E\HY"]F%GRK1 M.328%ZU)E'B[403N^,0?,8G6FYBM6)CX5TS)IVW?*ZT(;<'P[+D[I51[[`XK MJ^53"E'CY_I[PRA>>\'NF_&:ZL&Y\!8L"(IK?GVEON*?`2R+\O.>\?GFKT&X M']FU\B5:>PU;M_;B2S_,&^EE:51^D0.8?W/M+],57`V2*8@!(!IXFX2]+_]H MJ-6VW?5%!EMH#_ MM^J(5OZ1?`Z33]7@_LT<>%M_--U[C:<1\$R?\YG='Z*8RX><\`% M:1AIV($:%B5IS%(_9FMXES+.??.#=8U,`)F`5@&J6:>.T%&J3-F"K<\A)#:T M,T(F(5,*9!HO`,RF+(NW\-3*_7N%7QK'NJH)/VF(])#T\`EZ**RF(>DAZ2'Q M(>EAS_7P8#Y\DE,MT1*)VQ,Z.RW83HH5TUGO^#>"-'N_\(N9ONUD8>U`5SY9 M6"0DE$^UR<(O!TX6BF(7B0:PQ[33KA"?Q3?22974L>?J2!I'&D<:1QI'&B>+ MX'J2#W]!#SV?;;AUEMRV;/,;K-O\5L&ZS6?@EE]$,5.^>3_`;9_]V(#?S:K2 M*GC?3YHU<-`]QS"?>_(_:6KU#26@))ZPD&7AKK"UXKU:\2VRVO=IK-LFCB". M."V.$%G`G#B".((XXN@X0F`!:5G&$>^CBNO$`<0!!W9:8%5K6<;QN1Q`$[AB MTT.?8S^*E:\LOO(73'F#%7;?*I.8+?WT@"31FY^,@?%V-TOTQAAH;T6GB20: MP>/G_!,J0G`4-0:Z.#^2<,U"%9^?('-#$RW%-O*A#<0LT9!G)MKU%8@%B@:-B@3>:9HA;A4&I M*R()(HGC(PE37(%OH@BB"**(XZ,(0UQ.^C0H@E9Y/4_0]ZSJ>DX^21VHN^FD M[1>TTJN/9D'ZS#/-.=3O4P6>$"C[R+>=K2*>(9XAGB&>(9XAGB&>>1F>R97& MT36]?;C)H@'$-\0WQ#?$-WWA&SI4\[#N/'"H)DM2?^VE;-D\__*1;RO4K*B, MRONT9(LHYELZWZ,;K//,C3 MMGMR4*)F]J6AP)TMTC]^E/#+Y'%SKM`59]4$^I#^'ZT_5#5V*$S(>\.0; MCHSS-`'B;?P3'?THATJ2?`11?D(A2^N5_3D:,\/OVVY=QIW+RAO*G#>.FY,Q)"A?R(C&<;:\?%50%]JM!D`67;/A%!DZ#Y.(]#6%&C9TN- M7!4)0IPV9?4M2KV`HK^.DMH[<#0`CLLHPP6-SYE++1[*UTHV`"Z+FHE;X7ZH M"#N66`OI)UM4WQ9V@%T M3W<^A`J^'U?2G"G73/'#11;';*EXN!$H#?)5FHN5%U\R+*?3Z.8C7WKH1J"? M[(&IP(,"^/JY[^0/Q"U-O&[0#0RZ&R">`?+(746=>L@=9:UW84=>/= M\/_B8"^`/+$6><`NO<6-,N6CC/\;*^P'6V2I?\62P=,WA.W@TA:,2^$TTVIK M_\D4;[,);KB>!1&R&8O7(.8-6^`P@49P]HA9FL6@>TF2K3=\]1X,(()R[<7? M6?JN'-8K+\CX#7`E;D>$J\`*+O@"/W[]]LGY$Z-2J_GU9P5T_02T8^W]!Y4A M6F]`B-`U>"JVT@O#S`N4D('20+^BI;]0-L5"UT64I`/EV\/MBD';+T.01:(D MJRA.\VY?!!FN+,'^)5AI#!M\X?EQXW;T=Z&%^?N[9-<+4'TQ0$0V!7EGO#H; M0#&-/=2Y=ZA_N^LTS[W$3PJILG05+:&MES?*RDN4<\9"!?`8P,,YIL$`98MB MI"\N8*11.#4)Y\.R*^@H%_0]`_H5C!L[1-UJPWH)#`+/1JV&WZHAZ]U`O>-F M+Q?,6:Z1&2"'-?I^#30-`Z+XZXW'$0;CLXG9E1]E"0!\R2X8]P]N"\:+J_%F MRX$R2N^VKGD=/JR_=W;(:!2`+<<2<0[-A&8UPY"61D$[,UQMX(@U8;P688<] MT,R!*K0'9X"3!&D8=#2X.>,4ZZ%J7/OI:@_IX3]7R MWZ-SZ%UA>M#;W,]V76D'LJHXI>ZPU7L'LO(J`TY=R!\.>-+0O`NVFG3V9[^[7K`C)9]M< MZP7V$M/.8=*P4](P*B=!)D`^^0A;R"E&EH?/[;XTGO<&LJ2'I(?=ZR&=-$QZ M*(,>$A^2'LJ@AP?S(6UYO&^E!#:)+941B,&[9,K43Q;0ZU3YXJ54H.BE0Q>A M@NO'RE1S8(K;_"AT`U4O5J2^EE+U"+-'C5EC8`L[XITP*XGJ$6:/'+.:0Y@E MS!)F^X-9?6"YA-GV,=N3:;B7/B&]D3SX4NRKP&+'+$SRA?8?PD7,O$18,H%X M4;Q\I&$X:^!:H@71RRHIPOP+@LMQPT680T!P(;@<.5P^_CP2)0=9%!_OHZHK MA`?"@Q@\'-MD<==ICX7Y"&&$L"<@3"6$2:DHA+"^(TR@ M=T[0(FA)(#B"5@^AU=/)T-:#VDD40M_Y?F+1P2R1TA$GW;2!YK[^V1Q8QNN? MK8%M"_.?94%+V[:E13MMLIBZHEU70]6$M/I]B]"Z"TFUA^X8.,GKK6JJ M*K#"JOO,"JO=UQ'M2^%2:JCH^^R>M+,O\NRFG3V9&SC^B.S(Y%,UUSGY@J)4 MLI8TC$K6'I\"DGP.!"B5QJ,2C:2'O=1#*EE+>BB#'C;SF*2'I(=DETD/3U,/ MR2Z3'LJ@AP?;Y6/;E2U2:ZF$]TM30'>"ZT>90F,P%.9Q4YE"252/,'O4F#4' MADJ8)+/_K-`$_^[%A"_SBMP@:_(W%:^4+2[,X5(J%O,HHP2UZHO23Z$^\ M?*0ALN%`HQ,QA+H1!)>CAHLN["A*@@O!Y*@>C.$!\(# MX8'P0'@@/-#27=&9PTX.T)5(N/VBIN.LA6])NR)!%IC2!"8AKQWD.9*NN27D M$?*.&7GV0)=T=0`ACY!WS,BCDY?$I9((6C((CJ!%T")H$;0(6L](^!Y77G?O M>8$?L*`&2U)E$K.EGT++Z=Q`FEMZR0.W98%+V\:<8''DL!`MB-/.V!!<""X$ M%X(+P846]!`>"`^$!\(#X8'PT&;^3Z)\>^>)P4D4@E#X*4^B$X(2B;5?I'2< MTQCJP!UB"M%27_]L#FQQF<2CG]0@H!'0'B$G;>"Z"#$3X&8-=)N`)J6^$-". M`&@.AYCQ^F=[8.D$-"GUA8#6=Z#1"AB"%D&+H$70(F@1M(X16K6\[<^I=QZP M?=<_I6%OM+>*\BD,;A1OLPE`LO!L)8V4=,64/P=?!_G9]@/EWH;6A!CX(7NW MRH\3TW3U]8Y&:JA_M\7,/_LAH#!];QAP@4BY?X-NL++B9X`5/U.L^!D76_GC MO/*GER39>L/W\U][2;.OCWQSH8)%U5C>OR5;1#&O&/`>!S]OW'`PM)HQT5.Z M>=;#-BM>N.RLV;)3Z?)J)KIES[0<`-$YBG/E+KN MZL!`^;;RD_JU\.G<2^!GO`]N0FW(!]S1M>$OB8+CH*1>?,E2O`__#8)HD1>M M@==W)*`E;9'"-SY+N=-H4I0Y+=I[6>M`I=QF"^A`S("&6 MI*#&J):/=*]B=A'`U4GMXH6W\5-XYMJ+OX.:%O<`([*%E\"5)3?F6KP(\+]@ M=]>;(+IAR[/\Z?!Z]F/!DJ2X'VZ+H[7B<8:%1X?>)5N#APF,DJ[\4&'>8E5_ MXEF.HB@N\8&`RB](X"4P@AL05K3T%_#J<[YZ`'?R\0#K0* M0ZU*I'AWS*Y\=@VOAKXM5@PZB>.#);"B$&.'$,9@H(R"=!5EEROD\/P.;L4> MI2I>&`()HG7D!A#'`R0-;UOS!1H^7G$#_`?#YF%,F`5@`KD=7$8@J#!*SY3S M&\5/$Q99=H+Z%3,;8$G\F[ M@\2;A0&J&X@>I(+DK%Q`^.FADH'(%BLOO.2-Q`9"_W"(RH'.-AAHK'P8;C^M MJ/RL4@"\]D[JC@^'CJBHS=D3M0D*TO*/>/E[[(F_R)_TZ1S>E,-%3!_LAP)/ M77#@^4^F9$F.S&5YY#/7=<#-&M"2%;#=`+:1"U`#N:+4_3LEJLF!4TV4I##* M?IR3V0JX.%V!&L##=BY-.1#>@4.(^G3-T(M*.&2]`($"[0BA]_RJ';>A?#MX MF]&:H;8MX)5`%%Q/E]#=*Z2=&^@;[P;W@GLD;=..#,KYQ'O99Q>1($?):6]X.]:I,`' M2N![YWZ`KL`RRXT<0-'_;U9E+39YP@)-$Q1-=HL8O'77!#Y8>;+,U=";B\9HU*O:T]N::<`K3N MKA%XF6P<`!O$@X#F1G/)DD7L;TJW"P51&6.0`[@12W!P+]%;SE#"I3?HAU<@ M8I104HJ+PWLKQ3,DL2##[O(["C.>^WM<]N5+N=VM/W"3Q4E6&YIMBZHQYP0# MM+OR@/C.&0L!08751P^.W[:G^=#",CY7,"S'U`W''R9$!MT.=;LF?!*MUR"P MKVFT^)X;K\]`YBS&<2J^?$'-'@K6[**WR;:WFZJWY9=QKDBY%J!^+(*(6]$- MN-GH)Z/=VY)(%;MPW\XO/<9<^4$Z_A+-83V:1)E-[+G>ZZ\U*=IW6C__Z.CM3/HZ^3D=_((W.LCC:,+`P$)OET#C+ MS?Q_,VY7B[[Q_H-M\@=L`-[^><+B*SX/P3DS>=LB+KIW;7%DX/4!='^6IS3F M$#<<%1C*9!4&U[DAO4'MSCU=)/U%KIT+,`5Y#A3T"QRTW#HFC'WGOBKXC:#D M``3XD'*C73)T&>F`.J(X%^2 M;>Z8F031_](8J^UCAINT/ED\-/,QA^?MG19\4JH&)[FKW(""$6-.#(7Z%1FU M"ZY^=[)!20>#;3Z9^]8?872Y4ZG\@_LL;UY]'/WCU5L4^^*>=VRS#QA%%,@O MA@HN8G%P@Y183_.5<7;^E/^OB@#XCTAM\%NH<$;,GXK7AAFWL6C=5_!>>`

&'3*&*\,3&<.UG7@B8[@R/)$Q M7!F>R!BN#$]D#%=&#!ESOO*="#!BL/LNS<^8H_'1_(PYRH@A8XXRFI\Q1QG- MSYBC#`]FSJ`,^V7.H`S[93;LU8K#'0K1F+E=&M&8N5T;<3WCE11I=GG%9& MNC+&*2-=&>.4D3.^P]09J1RHQ_RDAEQC]EQ\D+S\0Y M.HPY@Y]WR7D45N=;V-49860JC,/8:1F'L'$9A[!)&8>PMC,(8:9XEUSJ.Y;R%G[<,H[`Z5V$4QM9A M%,8V813&MF$4QG9A%,;V813&#F$4QD@S8X[GA30SYC@CS;/DVO+)9<)\PAF7 M"?,)9UPFLUPK5B=A\WVJS@B;<=H983-..\.VC-/.L.TLWK6V8%O&<&>$S;@Y MT>]Y)FS&36>$/4GL]DP*VT[B76.+M(7"VKD,HS"&;?D^7&?8EK'8&;9E+':& M;1F+G9%FQDV/@30S;CHCS8R;SK`M\QYGV)9YCS-LR[S'V<\3OO^:7-LZAS0S M3OMYI)EQVAEI9IQV1IH9IYV19L9I9Z29<=H9EPGS'F=<)LQ[G'&9,.]Q=DY> MR+7EY1)&KHV]A9%K8^]A7"O&KF%79Y_#/CO;A1&[U;D/(W9CAS!B-W8,P[O& M3F%XU]AK&-XUM@C#2\:687C)V"H,+QE;A^$E8YLPO&1L&X:7C-'OS)^P7.\"=[ M.L[PV7/::6VA&;S/[GG!9SSO<$8[F9LZH_D\/W*&SWB?W1GQ\6S)V7&2]YHG M_EYSV,G9:QB%S0?/813&\`3/G;PM^)KG3L[H=]YG=X8=>";E#%^S#G"&7W@F MY8SF\XQ]HN\$+Q(?A<6W#*,PM@JC,+8.HS"V":,PM@VC,+8+HS"V#Z,P=@BC M,$9U?.^YYX7J>*?-&=7Q/H,S[)=[@>8:^SW%@W:-83_>=W-&FGD>3J'W"1@Q M&*.)O'O@C(_B_0)GV(%W"[TMV(%W"YW13KZWWAG-Y[U#9]B!=T><80?>.W2V MF_#;B!1V;]V'41@[A%$8(^S,L_1]6D++O%S?02;765LH6^3S*.SSEF$4QE9A M%,;6813&-F$4QK9A%,9(9>92^NX6JYU,LZ:PMC,+8>QB%L6L8A;%M&(4QG*VEX9Z3;OC-@S M;]7W@FA^QF)E?%368\KHUCP+448?\1S=VT(?\1S=&>WD-S.,Q?+PB;V2!YLO_1)&8>S7,`ICOX51&/L]C,(8OPVP81F'L%$9A M[#6,PM@BC,+8,HS"V"J,PM@ZC,+8)HS"V#:,PAA=D'O(@^TST`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`OFBY`PY*[E`+DK>(&]*WB'O2JZ0JY+/ MD,]*=I"=DCUDK^0`.2@Y0HY*3I"3DE?(JY(%9*%D"5DJ64%62M:0M9(-9*-D M"]DJ6?*S4NL7FS5M(7LEQ_P4E9(+Y%W)9\@O2GZ#?%&RY-7!M;XYN(7LE1PA MKTHND'!3\H].7%[IL[?BICI[\@ MLH?LE1P@!R4+\K;0O"TA2R4KR$K)&K)6LH%LE&PA6R4[R$[)@G@6&L\2LE2R M@JR4K"%K)1O(1LD6LE6R^\00],EZ;@_9*SE`#DH6GY@XZ6^T+"%+)2O(6LD& MLE&RA6R5["![)0?(0!8:SQ*R5+*"K)2L(6LE&\A&R1:R5?+VS".:9WNR M\PYY5W*%7)4L^$&*P[/=R5?\],?FV:[Z77Y,1,F"GS+X\FP[55RAIR57"`7)6]/+^3:]JJOD*N2!;4M MM+8E9*ED!5DI64/62C:0C9(M9*MD!]DIV4/V2G9$NM=(#Y"#DB/DJ.0$>55R MAIR57"`7)>E+Q#WI5<(556R@"R4+"%+)2O(2LD:LE:R M@6R4;"%;)1>^(/[BWP\/>5=RA5R5K/BY@(W^]\$N/S*@Y`0Y*WF#7)7L:,%. M6["'[)4<(`8.\*UG0@H6V M8`E9*EE!5DK6D+62#62C9`O9*CGSFO%9WS*^0"Y*WB!O2MXA[TJND*N2%2^X MK_W[X?-:O)(3Y%7)&^1=R8X6[+0%>\A>R0%R4'*$')6<("(:]*SI"SD@ODHN2-5Y??]P?9*SE!7I6\0=Z5+&C;0MNVA"R5K"!K)1O(1LD6 MLE5R(`<'S<$1E9PA9R47R$7)&^1= MR7G&/'%N.PL7R$7)&^1=R15R5;*@!0MMP1*R5+*"K)5L(!LE6\A6R0ZR5W*= M,4.9V3QD03P+C6<)62I90=9*-I"-DBUDJV0'V2LY0`Y*CI"CDA/D5I668R2=GB*)2%3ID5YE0(XJ"4DJ@=J"UI8AF4J.[%4*I%`ID5)EX&C+44^H M)"2I!.83=#X9DJGDR%ZE0`J5$BE5*N2@4B.U2H,T*A4S/>A,:Z16:9!&I44Z ME8A$E1[I5=(]_EGO5G!@B8;J\BPPO=V).C)I$9J;RV<&A);V(H':@M:6(9E* MCNQ5"J10*9%2A5:+Q/O8&M!HD7`F$WHM,E,3FBP2"&1"BT6BLTSHDLGJF-"* MAM'L[C*-:!C-A%XTC&:2D*02J"!H!315)##*:J.O(CO$A(:*A"F9T$Z1."@3 M.F*RJTP2\GO^ M_7DZC]UI/K__O6VNX]ORM'W\Q0WRS?Q^OOQ_L4R?3]O==O,R+ MQWE]-V]^FZ;EWPM:N#U\3?.?VV4FPO:)Z>ZJKK7WY9K!;9L8H!W`C,_Y]^=5E[*TO`+# M7`SXR50JM926+*GX].__/-R?_7-X>KX[/GX^;UUOW\^WVZ2 M?PW/SYY?;AZ_WMP?'P^?S_][>#[_]Y?__[]/OXY/?SW_.!Q>SF#A\?GS^8^7 MEY_1Y>7S[8_#P\WSQ?'GX1&2;\>GAYL7_//I^^7SSZ?#S==3HH?[R_;55?_R MX>;N\;RV$#V]Q\;QV[>[V\/D>/OWP^'QI3;R=+B_>8'_SS_N?CZ+M8?;]YA[ MN'GZZ^^?_[H]/OR$B3_O[N]>_GLR>G[VUHUSFZ\OK2UCZ\NGK'4J@JOWLZ?#M\_D?K6C?NSJ_ M_/+I5$&[N\.O9^OWL^SKX=O-W_[Y$3_G_V<*?Z`(I^\Y_3SU]W M7U]^?#YO#\[/_CP\OR1W*LWYV>W?SR_'AWTM;&D3=>*V3MR!>[6\T[_H#:XZ MK7;OW4:ZV@A^B@?=BT'KZKHS@)$WJU-"_)0H]NVW=FVFJZ!7Z1M.]KE99T"O7+!\O:0D>J738]ZITMTY)NI'[1V?;> M65'2D?"`2-)6_UW]H24]J65Z1/N]=2Q]HF4Z1?N==2R=HF5ZQ7NS;4NW4+]( M^_3>5=JV]`KUR\?JN"V]0OTBN;ZOCMO2*=0O.NEO"GM9#W*GP7%R\W+SY=/3 M\=<99ASX_?SS1LU?K4B9T\.B?G*;@1+C]:U2_T/I0Q<_,!8^`__S9=#J?KK\ M!T/OK58:!93:KLJX45$#L+(\(1(328A,B:1$,B(YD8)(2:0B,B,R)[(@LB2R M(K(FLB&R);(CLK?))=J\:7CTN@\UO-(_-;PTV*@AIBMTO%9N5"31A$A,)"$R M)9(2R8CD1`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`I!;^96BI;. MK7]UX?6J2C1.N;G-`=/!YE#JC=.=B_5J&\/ MCX/6T&WPL7K'A)KJHW::;MIM>9UY8K2DBF.-L%`3E#":FH26^2&-`8T38BL3 M6]@G-'YUAI[WN6@9)XI0CH/6M5OLTFA)CI78>BU'MR'4_L5JB-_.:?5^!^./ MY#=2+_545T8#"1MKUC<#Z(11K-'`:"4:6:TQY80IHTQL]1LG78 M6_I.ND3/P#MI7;MN.=BU0S#;G55(@\,PFKY M[[=:"V]S58:AA5N]77`ZN4;.X%RS@2G)1+UI1F,/3'ECC8;FZ4@T<@9GLI6R MK8QMY6RKD(3&KU*0\:MR;#F=7+WR?K.Z-L>?]CKWI._.98(&6-LVP]Z@[:UL MQJ*&<4*M?3K7%Y[&Q-*0P25NF"E@HID];C1JM?%N[\*;#5)+0XQG#3/& M-&K:^/#"'YDM#3%>->QDW*WT5[9<;=YR"4+EBN6Q9A::,(H%F15SHI%3<766 MEJU4$IH<,T'&5LZV"M$R"4M&E:"3+;=:U.;(>G1E.:L.2'BCJJ"^O9P=M+TY M>JS5.OU3E[NZ\/=91BZ5&PLR72)A-!7TBN'4R,5P)L@8SAD5@EXQ7!JY&*X$ M!?J9VNU8%?J["5^=__`K6B-4M&0XUFI],\!,&,4:8:6V_]>V4YATTG5(MLI=\SS]@ICG1(3B1[RO*W+Q"A()<6"S*HK MT,9G>,A+DK#A[WB9^K+5^L^`4K7KFZU_TO3D[%@4S%B2"S$`W%82Z M;E8(O-X4+R2A1.F;G-],%]E#H^ M[/=JC>PEIE:SEYB"3(%CC>PEID;.L%K;MVRE;"MC6SG;*B2AJ>)2D/&KZ.A_<3IWTW0E/(Y30=-I!V^N28Z,ET_"$ M4OP MQDXCKYF]]>'8:)EFKFU93T#,6@FC*:.44<8H9U0P*AE5C&:,YHP6C):,5HS6 MC#:,MHQVC/8.T8[1WDMJG:!7]@\=+1NWHS^X\$ MX>VVC,!C8>95QD2C/CI+L]*DU_JQT1);":,IHY11QBAG5#`J&56,9HSFC!:, MEHQ6C-:,-HRVC':,]@YRVU_M[3_2_G4LP%Z\JOVQVKOUW.68%V\9BYK=)>J4 MUW4DCX\GQ#H-%$QO:-((FK)6RBACE&N$]UMBJS!:X7,-I5&0-!6C&:,YHP6C MI4:62RNC%3X0L38*XM*&T9;1CM'>06Y/"45>WMCF(*),,[U&SDBAF6F#B4Z) M5C8]7TNC)>8K ML67Y.C-JMC'/U[G1$F,+1DNQ;WQ=&2W;O.?KVFB)^8W8LGS=&C7;F.?KSFB) ML;V#W![F!8V:]04'A_!Z]]2Y3.G&C"8:.?N`.J&%$M::,DH998QR1@6CDE'% M:,9HSFC!:,EHQ6C-:,-HRVC':.\@MTU5P,>:7YHVU8$@>QTAR(Y8#=I^R`HQ M/-7T5BAOHE%KT*E?(O2ZO9Y_U"WF=(FD4W',9DTRZ'@'#Z9!-8[--FK7M1=M M;Z>:L0S'865*/"S!NUNC#=X97_+GK! M/BP9K<20+DYKB'6"?]YGS>DVDLXKCO?Z M@*_IPQS(ZPBRU\(U@WT9`R>BADH1%FMFJ26BACH0M6F`I0TSP>:,S>6,"DEI M.5*R6B5JEB.S`)LWS#BR8'-+1BM):3FR9K6-J%F.;`-LUS#CR-XQYS0PSA,Z M@U3]$ACCS&N7D$X)W)BDH`$V2-98XL6MQUK-FG\F3:=RX[K?[0V_Q''.R M1)*I@RM6AMY(,14UO--5R\=K;U!*+;GTL8QSRQD5DA+'ADZO;GO=*_\E:\G) M*DGVMM\S4=-^MP?^B9*YI2&>+SB_):.5I-2>#ZX'0W^Z6'.RC23S//=J="MJ MVO,>O2#>61KB^=[)S^V=7L3T=T<4NAQ)%83.*1F.-7-ZHDXY,.--K-7L5\1B M#?4@UJ;"\*);6!I@&9O+-;(<*22EY4C)*2M1LQR9";,2SIN?O=W$M%'#NKL9I6A^3D4-[PU.7OB'/S/V(!=D MYM5"S.C"](<='!'VEG.EI#.%J23=VX69-6IO%F8N:KHPJ%'W:.:"/5@*,H59 MB1E=F':_U1E<>7(FE-N1,UR9"O,`88NAY4U&MKM7FM9:,):,:.$T911RBACE#,J&)6,*D8S1G-& M"T9+1BM&:T8;1EM&.T9[![EMK2*R@2V^^FZ&=Z9'D!GEQ@YR[:K(H&7W-'AT M6D-U3EVV8%T=/33[J)%&0ZQEF@EGX!]=&FLM=0+9TC(#M>N)"AI9GC2Y*^YM M`S2R2V@CUZX*95AVZ^&Q>W6!\V]-'A(5:0:G$18H*ENOA-Z_']'N+0R.7SXUO/[*YJC;C51WQV3@ M2WKX_F:(]R-\XB*@/XCVI^'2MS.,]J?Z\_EUA*O9`3N=JT@=J6`))OM(#>$L MP?P>J8&<)9C2(S6DN#+HW^%9(@YH!>%9(@](!> M%9(@`H%>%9(@#(DG)#@((,THF`9!)=1HR!IB2ZC1D`01)=1H2(+`$FHT)$$L M"?TZ)$'$"/TZ)$'@"/TZ)$'\"/TZ)$$8.5(Q0FXY1),C%2ID"4+(D0H8L@21 MY$C%#5F"X'&DHHJD0J4,WYX%5*I,+5 M+,$;E4A%K5F"ERB1BEVS)(5$1;!9@AEN!P=*1.^+($AZ(C=="7 M):,.YG\<)`M)L&+`L4&6X%("/`CU7EQ$@`J3/6[!N.MT?JJ#5+<,@]4B>N63*%9!J4X'A[I,Y?L/],M1!J$9QBPQU$)+@,AGJ("29 M0J+N/H5*VD5)0Q)<(4-)0Q+<)$-)0Q)J)V0A)<^43MA"2XV8G:"4EPP1,E#4E&*,\H6![< MDX;7H9+B+C2\#DEP(QI>AR132-2%WE";8E43E.#>?Z0NI`?20*+NI;,$-_TC M=3V=);CP'ZE;ZBS!)?](759G":[W1^K..DM&D(R"$GQ!(1H')1-(U&5]MA9# MHN[LLP0?38C4U7V6X-L)T30HP9=AX'6HQX]:&-_J4V_>5A*?,H%OH9$"WRJ! M;R$)/ED"WT(2?+D$+1>2X-,D:+F0!)\C0E5(@B_XP.N09-3"&(+OH'&;XK-< MD(1F]'&K@U8(/<'X2!2\#DGPD2=8"TE&\&T4]&T,B?H`$/N&KRVAAX0D^,H2 M?`M)\+$E])"3Y++I';X@1X6]\()#Y5/\UE/H? M+_4''\[^/+[@CYP@C(2_"8"_6G/`[:LK]>V3;\?CB_P#[EXV?P?GR_\$```` M__\#`%!+`P04``8`"````"$`F$C]]HL"``!$!@``&0```'AL+W=O_QZ^^9D9V-Q>9(5.W%BAU18G48P15TQG0A5; M_.OGP\T2(^NHRFBE%=_B9V[Q[>[CA\U9FR=;DV(9267U$:Z MY@J^Y-I(ZN#5%,36AM.L620KDL;QG$@J%`Z$M7D/0^>Y8/Q>LZ/DR@6(X15U MX-^6HK97FF3OP4EJGH[U#=.R!L1!5,(]-U",)%L_%DH;>JA@WY=D2MF5W;R\ MP4O!C+8Z=Q'@2##Z=L\KLB)`VFTR`3OP94>&YUN\3]9W2TQVFZ8^OP4_V]Y_ M9$M]_FQ$]E4H#L6&-OD&'+1^\J&/F9=@,7FS^J%IP'>#,I[38^5^Z/,7+HK2 M0;=G?@G3%62"7R2%'P'8.;TTS[/(7.G#HN5L-ITO%S.,#MRZ!^$78\2.UFGY MIXUJ68&2MA1XMI3)/)HMXDF2_A="@J-F)_?4T=W&Z#."Z8"4MJ9^UI)U"A5D M7MQ[%11X@"L+\FFWB)<;]ST?,)$?R72^C&9=:WW`$-\JBWY1DF0<#T$CEKTZ9`8E MA8Z^-"/YQWCXV_!E!(/EZ:0S[#\/X:T"OGOPUZ,23FV8=TX-^H*82RJ.(Y(./(GV43KH'PXG0- MSN&`:P>'NOE;PFW-8=AC:`G*M7;7%TA,NOM_]Q<``/__`P!02P,$%``&``@` M```A`#S&7W!J%5`VHNROM2JO57IX=,&`5,+*=IOW['=N$!AJE MS4/`GC-GSLS8P^;NN:G1$Y.*BS;&@>=CQ-I,Y+PM8_SG]\/-"B.E:9O36K0L MQB],X;OMYT^;HY"/JF),(V!H58PKK;LU(2JK6$.5)SK6@J40LJ$:EK(DJI., MYM:IJ4GH^PO24-YBQ["6'^$01<$SEHKLT+!6.Q+):JI!OZIXITYL3?81NH;* MQT-WDXFF`XH]K[E^L:08-=GZ6]D*2?T!$G M]&W.M^26`--VDW/(P)0=25;$^#Y8IPM,MAM;G[^<'=79.U*5.'Z1//_.6P;% MAC:9!NR%>#30;[G9`F?RQOO!-N"G1#DKZ*'6O\3Q*^-EI:';<^.2B1HBP3]J MN#D"D#E]ML\CSW45XVCAS9=^%(1SC/9,Z0=N?#'*#DJ+YI\#!3V5(PE[DAG( M[.VA%Z[FP7SQ/@MQBFPF*=5TNY'BB.!T0$S547/6@C4P]RGT.H:DH+290=\; MN'4"N0IVG[9AY&_($U0IZS&['@./5]`8D@P04RM#G)[O$-`V"(2TIP(C?]!C MK&,]T7P<:WZ*I>8X7NGY@TQD@MAKI376&,,R0]2PBB MFU>^-_//?Z]M&(F&2W-%M+%.14^B[AQF:45/SF_B;"ZAP+N=Z+WL.9*W&,D[ M71VS.Y85S":UVCF,"^U[_N1D)-?-,.I,A`O>3IV;8^[V-TR6+&%UK5`F#BVT M-X!:#+MN?.Y@?-H91`8#3+6.ENP'E25O%:I9`:Z^MX2J2#<`W4*+SE[+O=`P MS^QK!=\I!E?=]P!<"*%/"S-BAR_?]C\```#__P,`4$L#!!0`!@`(````(0#B ME+*HP0T``(Q*```8````>&PO=V]R:W-H965T&ULG)S;;N,X M$H;O%]AW,'SO@R2?8B09M*+H+&"QV,.UVW$2HV,[L-W3,V^_19$LD471E9V^ M:"?%KTH4?Q5%5F3=__;'X6/P^^Y\V9^.#\-@/!T.=L?MZ65_?'L8_OM?Z6@U M'%RNF^/+YN-TW#T,_]Q=AK\]_OUO][].YQ^7]]WN.H`(Q\O#\/UZ_5Q/)I?M M^^ZPN8Q/G[LCM+R>SH?-%7X]OTTNG^?=YJ5U.GQ,PNET,3EL]L>AC+`^?R7& MZ?5UO]TEI^W/P^YXE4'.NX_-%?I_>=]_7G2TP_8KX0Z;\X^?GZ/MZ?`)(;[O M/_;7/]N@P\%ANR[>CJ?SYOL'G/1'77/ M^6YR-X%(C_S@#,>R#\^[U8?@M6#?1W7#R>-\.T'_VNU\7X^?!Y?WT*SOO M7^K]<0>C#3H)!;Z?3C\$6KP($SA/'.^T5>`?Y\'+[G7S\^/ZS].O?+=_>[^" MW'/ALCU]P)'@_\%A+ZX!./7-'^WGK_W+]?UA&"W&\^4T"L+Y^$[ M'&Q_7JZGPW\E%*A0,DBH@L"G"A)V,6[X1U$GF^OF\?Y\^C6`F0(N MO\OG1LP[P5I$%)=S!$DAKRV\P"'/M@+_)GA@X0/`"YA_?PRGL_O)[Y`R6P7% M"(FL$&Y/:#'=YK9;@I!V>T:+Z;:PW=)>:&E#62^TLJ&\%[JSH:(/"J8V5/9" M@0U5O5!H0W4O%-E0TPMUJDQ`;%0C'4QP6CC1##.>)1PY;"P90SAI@/]1[>[@K;2))G0^/&N#UR5E MB8PE3?UM7+$$C$4E(99>YF& MB^F83&B);D?]M,&O'TMDFFAOFG!0?C=D^FAI3 M@"4<+-8;USEBA8HF2)BB5J3?2<16.V66-FJ05KX5MJB6:J%KE;Q9(QU)(&J5;@B*5; M42QM\`YWRA(92^0L4;!$R1(52]0LT6A"B&H.GZ6;*"O0];L]/0J"2D?6M+%D M#.FD04HW6XW)?)KH9M1.&_S::4*"RJ*1& MI/=L&FSN.QM;1+'#IR(:FP91H70RD2Q.8@69"DHWG8FNA+J]FU6UI:_+*A%9 M)%,]@;VNKU"0\TB!2)LA"SJ-E-CN/4K%(S4B_4=I[/;`V+S:"HJ-/570O#/* MC;^=@R2EXD!"IH+2(A4D*9L@W@W`C##/BH$P/BE2'LEX).>1@D=*'JD0$8*1 MTZUO-3;8V#<6MIIBJT_5M+<7HG3LI"2MH"G(%-0J(BQG;@E&^9CSJNGCEC_1 M00Q(&)$]3J::8670M@?+NW%D%!#)_3RW\5$8S1>W^,(Z^BB`:B[1I+2)1>3L M'RJ+(*O]VFH<+6$/1,ZPL0CX^Q3>J&Q-14&`:FK.L;)@`+,;9DI(Z[AQ("%3 M4%UGZ-RZ#K0S9J*<3$59IQ2=O'$S'LEYI."1DD-DB@74TWMXI4J12 M*7FDXI$:$4]G&POH=H"VAJ)N0#4T,U+6%4P!PX!6WP()F0KJ0+.V%?88>LNV(% MF1+J$DQ[#J/D/%+P2(E(*X%[AA4"WI[4B'AB-`CTQ;!U%/62VW?'4)948`R[K4=( M-F:Q@DPI=25&=A+V=;CS:55)E(LII7;ICD3NPBDZ>9$,$<^!*7FD MXI$:$4]G&POH9D%;1%&'8424I1I;1*)('$K(%%%:9#X&;C;JYNZVJ"W>L4W5 M43PQ,VSV1LAYI."1DDW?=P)J>F61#.-ZH^0\4B#2CC5S+B72WF-6 M/%(C\I5C-A;MRU917J'9:MXZ9?G%3E5:C`TE9`JMJS:BH^;S/VJVU0[=:#CE M6!444AAG>F?^U4?Q(AD?)>>1@D=*'JD0Z1V4^G9S@\U])VLGKRBR4$W)SD36 M86Q9R2(U#B5DRBHMJD`Z"J;P_">9MQ/E96:M]))SK%N410BR[&SJ%GQL9!2NHHAVK+".,PKFL`>Z,__9*X+2QI=T=JJL=N<2KTF/8*B6 MM+S26"$B8TMFRRE*+E1._5+44G+Y(ATO9BOG)*LPAX8Q0\4O)(Q2,U(I[.-A80&2M. M2U+(14[2%J$[4)(6L8(,395%[4"=IS02;,@HRI30K0BOGR>Y$>1@)B98;4EI!K3\^ M0O*3ZROC`^:(B&%:DDFCP%9OCTH>J7BD1D1TPQVL!MO[.F(+"K,H,]U&`J&Y MV2V7VS5(K"!34.FFDO=B=KA78[CU* MR2,5C]2(]'>DP?:^CM@ZBFH,O6T:^Y1(5FM@A+M%D%/B4Y`IHB[RB`X&\!BS M]8TANB%5_J:DVK\[+,FZ%)V\2,8C.8\4/%(B\I73K9#V]KQ&Y"L!&Z3[`MIR MB\H-E=M>)46RN&,K3F:L6$&FXKHFU%Z2"W/5+?>FRL446;OT=5OE+8MD&-=S MX!P![V$*'BEYI.*1&A%/9QL$^CIK2RD*,E1*N!WKK]=%LF!CZTA+20HR==1U MGK:'T=Q8G"D=-="MC;2EK\]*1Q;)5%=`<)QI2,KG/%(@HKO?+4C:GI0(>`]3 M\4B-B.4CXTN:4/@"76\0H"E;F8ZIM MYA4V$JP6QF-R*C?-3H[F\#=H>,-*]X]<]Y45T$RQ-EIM-4--37R9J@M&ZTZ- MA2]\1:-(%&H,67&VE04<>-Y:YU#A&@%:E8\6(1YUQ^E^1R_"I@_0@ M)Z[IV36EKBES3;EK*EQ3Z9HJUU1;)CE\\KTV\A4@A]WY;?>T^_BX#+:GGTS>J%.M%J+82`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`6EPJ+Y'$1^SFPR(W` M(@;:SQB8E9,RK^8+?_@;D66,M)^_=DC+RA.VG[]XR#I&VL]?.^0\!MK/GSOD M-!3)%U>MSJO'3\?#Q\CN&%N&T_O*[;_LWJX6JQI+@SK;=EL[]&<']T&V@B=K M_?Z85;-/T^^V<=81TT2,_0`H3R$M(*Y]W,)*6+2P&&'I^I:I901:MF]^A9:# MI[06+.4F0NP1P:I@K``!*UAZ074:I8&A*`-++VJ>1G7`V*B$N6W\'G.JF[/: MC=A+/JNR=,DF8&S[@R`[:$L(RE21X6J()@2%&#)<#>D(P9G9S`:8.>O#V)X. M9%V5C%B`+'R[YG4^R6:]_UB=VP`N_33RG9E$+^TH2U?7/,`D`?5LPH[0]0*2 MRMGYT>/GMV(QP\YS7EY!MG(3,'9]G`M>04)0.109KH9H0E"((9?\_UGW=S?62!K#SEY^>7@,X;WINLHKEW@1,.#E%,6&IM.2F4BHRN$&> M%Z*UR4UX0P8_^,L)&V4=N7G=G09D%YD>,>?EQ%CF3<`$8NQZTY*/LE1D<%G> MU1,VYS2Y"6_(X%EE$[9G.G)S5K;)>JRHA9V5LV$CHPD8E"GOM\^2';XE,*6K MR.#3M?1ZPVPVXV0)3-&&#"ZZX,W?D9=SS:Q>[)'EP\F[.6O6'4T$#1<13DI4 MP>(R9377PN.39H(-?L'.RX0:[H"I2=HOT>M=D`138W8FAT<)/Z2I8 M7+IW]GPD'3MC$UX#3@L86/P"U82EU,$O^#HM<>%+>S0+$B/EN>0\28>X@RXF M=;))EVSRMG')GFZ`Q1=IQH>EAO]"LW]$6U8V!+M^1'+AR)RD&*`9E$:?9LG6 M;'SHPSCV:C%A9Z&%G[)4L#A>^9)GJ>&G"`.+C[#Z*SW3'?RB?$Y(#/`*^J+/ M*ZO9A&CLO:D;Q+%-[4T@VU8M`)2G@L7E>9F)<'+%OF\!H#P5+#ZD8"MJN"G`P.(#YEP"=?`+8DX6 M7(B)*V)0#79'0XMG-1L:34;2X@(274H0REC].$@#0D$&EJM'Z@`13)THN,$T M:(:TE*RCFHR$A3_-5G2G#2A8$YP(J'0!]TPG'2(:``HQL(3V8;W0PU MCG^VPLD'%$[- MY%,307&X+B:+V^4$G-)7L+CT%SQY#3<%&%A<`)N''9R"J^W*&ZV;.SO% M)H(BUYDL95BD=^5/(@H^G37<%W*TA"/'^[0/3Z[ZN9,+U_>E=W-R[$K11-!/ M%Y(4"J6NT@4**7,`H!`#BV_=7)S1#@!1SE3G\)F;2[V3U6PK-1$4&#/1T,)) MR2I8?+(%K[Z&GR(,+#XB$U<4^`6[5.T(=D'0)%>4.2/0N$?L7O594$T: M?HHPL+B(K)[4R9AC&75`"[JI!A)T![30G$V!)D^T4+WD;=4"0-DK6'PCEKD< M1+0FA9@TI,[$\P$`!,=4#M&=5A[DBYUO%QDTYS(H@N(0$CNFA9_R5+#X4C(E M`"?!#2P.+A]ZP"U(W58^^8#RF;,^;"(HD"OL0SG&O@6`TE6P^'2K@4[E\LBD M(?;><=&_7653OP.:$[9/Y?J7%*JB-[.'SW,N>2+(SF"4FEU*6T!`%9:K01H0 M"C*P7`WJ`!$,;ZN?8D#]S+GZB:!X">';JH6;$E:PN((N^?VOAIL"#"PNX(0>BVN"D&Q,V< MBYL(BI/4?K62'KR%GY)5L+AD6:-K.`EN8!GF%G+T4CB1JD4J;5"LH%:28BU8 MTS0^%@]RY(4/?DI2P>*39`VMX26\@<7C:W[6.OAM1$KKMHXI!G3,@JF&)H)B MRIYY,R42JBKB&Q6TN:=,E2]%)W.Z_T/-T60,6` M`!+?OT?0E3G$E8RZ!==P7EJ`%@@MP]5DUX](J0WKGF)`]RS8E;^)H%CZ&;\N MM/!3F@H6E^:,2PD--P486#RO'SUZ[P`7G>X4Q^5*@@T_(#VLA\H!/;1@9[^)H$!:%)/$$N6H$OB= M*(R&GR(,+*&8DE7O&,EX+5-11'/'FWDIV91H(N@*JYY4";]`2^!W=GZDVDG# M?V%%:SA6#-[UX2FE5`OQIP'E@"9:LL6;"+I"+:S0>R"9P./;?PD_9*EA\==BFT/`2WL#B\86X-8-? MT$ME#LVB:DC><%T>0==IA45Z`S:-$`I7PW\A1FMX8O)'HOV(9,A6P^+&FWF] MV!AI(B@2RQ9B/[5`4*(*EE"Q0GS3J(&@&`-+C&%ZHX-?5"T5,:(I!\0,_VE7 M4Y&6B&>6B=<6?DI7P>(B,OX\3\--`086%V"_BNZ/[MF,SQN@!=M4W`BV05XD M-U?\UX%-U=<@BYHGW\)/R2M87/*U^%V,AI\B#"PN0M2_@UOPHKGUSNKQ8`RE?! M:9N*9,L%Q+1G"PAEJF"Y&J0!H2`#R]6@#A#!,%4W8"A53Y.*[R")E^MJJ4TX:\N-!'C?@B*;<>_GFHO(&H@)4U: MFHPT=8DII9?J$$\O]/>ES^^8)K.'5RZ;.Z=U+[K$O M9?H7&[D]OV]]CS*[RN_UD-W8`PS9/]V3_XB9;R;:*]?AC3^&RKVF^KUXV M_U@=7[;[T^AM\VP)V=_?V*X\ACBUP$``#J M$```&````'AL+W=OG@EQ$M2`(TQW>OY^RRZ'I(S)I!\ZP75<=5Q5/L99 M??ZH*^^=M[(4S=IG0>1[O"G$OFR.:_^?OU\^S7U/=GFSSRO1\+7_@TO_\^;7 M7U87T;[*$^>=!QX:N?9/77=>AJ$L3KS.92#.O`'+0;1UWL%C>PSEN>7Y7D^J MJS".HFE8YV7CHX=E^XP/<3B4!?\JBK>:-QTZ:7F5=\!?GLJSO'JKBV?'D\=E'NB MIA2B@DCPWZM+U0.P]/Q#?U[*?7=:^\DTF,RBA,43W]MQV;V4:J[O%6^R$_5_ M"&+&%3J)C9,$:!I[',3S"9M,?^XE1$9Z)5_S+M^L6G'QH#T@ICSGJMG8$CRK M)201I+)0QB_*JC$P+&'T?<.2Q2I\AZ04!K,U&/CH00F%9"[(M,>$0*7G`ZM\ MP$=9+3Z]&\UX:Q"8.K6&['Z$A(+EWH6Z+EF-KGV8U*^&I9$5!#%SG9`X":R, M9,0\"V[9(.%3$M[.O++:-)A%`S&IIC$?TB!F%L3];$(#&O`N"YK&]-8`RFK1 MB.QL(`:SD<[2P**9$7O"[M)%B$P)D6LYU*A%(+VM!&N.&"00!9$='\V0C;ZB M,WC=OB)%1XQF`0XB9Q90,P366"@QHXTZ&&;R$U*L!H&A$S2E&DF ME&Q&,=&48DA&F)*O6T7LG:K-%J7$WB,&Y%XX-LA#""6D).U&Z-HB#)6.2I>] M5PQHM$G&[92"6SR92SWMS6)`6)X)3;Q)!;IQ(B@-2*@K$VK8*DEZV_2F2Q"$ M\FG5*V-N(PU.I;,O@T,SDT$9$`11'*)DDO`(0HFXI9,]HYT&--X/H^)**;BU MDSTCG@:$U5ZX&^)>8&T()>*63^;2ST%'(&BD(]Q&&MPMGLRAGLE@5SR21M,1 MCR"$2.Q63SUL[PO[%#&@T8X8MU,*5#6ONR/&=T$J4O9)8D#8$2C?]EM']AA# MJ;CU,G;IY9R>$UL#/'#:%$E*0-3XU8#?^T M)Q`TWA.C=DK!K9CJ^C*@,,@%@K`GQEXOC*"&K>7OD&:\JZ17BK8%S(8;WR7X4K[1;MMS&ZEIHC6?JJJLO MJ[T!+J#G_,B_Y^VQ;*17\0.XC((9Y+'%NRH^=.*LKU0[T<'54W\]P6\*'.Y. M40#@@Q#=]4'=AOM?*3;_`P``__\#`%!+`P04``8`"````"$`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`2;MV9KU9&U.EJX8ZT.^N_,\#LS7F/UCPZC7\1__])J7_WT M^F\=O=]5@^YS@^(A;]P02BTJOWAZ(RX\NHZFW?._&9 MM9."W)!ZI3YD`!E"1I`QI(!,(%/(##*'+"!+R`JRAFP@6\@.LH<<($?("7*& M7"!W=R2_F]."=!!'05<==Q0RBW5I%QV$.G$?]W:,.>&[(U4W'O+$)00:0 M(60$&4,*R`0RA0`.4).D#/D`KF[(]V'%)W9U$\857U59+ALI][G]U9T MR/I&36_Z#RDZJN@=8"X5PW$J5J[T M3W".2J]JW""7"F0`&4)&D#&D@$P@4\@,,H:0!60)64'6D`UD"]E!]I`#Y`@Y03[FQP1KM)#E/5 M*#.S[$==-=RH^&Z8>8;@;M37Z&8F(+UU2V'YU:B`^J0!:4@:D<:D@C0A34DS MTIRT("U)*]*:M"%M23O2GG0@'4DGTIET(6F^$OM6$Y:AQ=&8F85<--6,0]L= M&^_-#('I*'Q-A!1OU[R3#+9;SJ_W;E[IHP;79?5F,[R)BK[SJK"CDE=%\XE7 MA7GK$MP1=^OV+8T>5'T)<&\F2?0`@Y?`&U*?-"`-22/2F%20)J0I:4::DQ:D M)6E%6I,VI"UI1]J3#J0CZ40ZDRXDO2JP;_6J""VNU[QCR45CW\E$T504OBI" MBK=K+F^#[9:OBJX^*?63I?A-V%7Z05;3C:H/P7W2@#0D MC4AC4D&:D*:D&6E.6I"6I!5I3=J0MJ0=:4\ZD(ZD$^E,NI#4$7:D.@HMZL@< MHG(=E1YW5%'24?*I^QL_RG5$&I"&I!%I3"I($]*4-"/-20O2DK0BK4D;TI:T M(^U)!]*1="*=21>2/B@U9>@"K.O.-7?WD<4=)6^[ZI-8B^^V*DHZ2CXX?>-' M^8[LMH)[-."H(6E$&I,*TH0T)245U&26/IIAA_E$ZO>F_GH M!QPU)(U(8U)!FI"FI!EI3EJ0EJ05:4W:D+:D'6E/.I".I!/I3+J0E!CVFA(+ M+4XL>9==)M;NF7?#3S?&=^`M2_$G9E?IQR!^E&_,K5C3@*.&I!%I3"I($]*4 M-"/-20O2DK0BK4D;TI:T(^U)!]*1="*=21>2&L->4V.AQ8WE9ER^Y:E/&I"&I!%I3"I($]*4-"/-20O2DK0B MK4D;TI:T(^U)!]*1="*=21>2HL&^532AQ=$D;@HZDL_[%9 MQW]L5G[?_1L_JFZV3QJ0AJ01:4PJ2!/2E#0CS4D+TI*T(JU)&]*6M"/M20?2 MD70BG4D7DCIRN[O>D>HHM+@C,\&9.XE5$Y_!!T+FYT+,\2B8VX\HWJZ9\`JV M&USCNU3MG%ATGJQ(__A4VSA/VE%F+L2/ZCSQB5?[B?FUTN/YM9J"!QA1]`#; MYAUT^@`[3??11;D\V;Y]TVWF`OW]QJ.K5DP>W1,?7;3-FZS@7M3/;>G)K=OW M8^'NJT>5#SA^=.;".MANN?NNVZ_THX?N)NRU=[C[VA5]YP':4/KZ+P M\844;S*FKZS@.T*R8/T$\2QG=$V\H^0./)D:ZB\`&&%&WW*CD_ M9(YTY9#X)FK29K]Q**]&)0_0SU#%=R0YH=1[\*HZ:P3]5)11V=WU`4$>AQ1TEEX#N>,3KOBM+5]'1 M\#I]A^E'U3??)PU(0]*(-"85I`EI2IJ1YJ0%:4E:D=:D#6E+VI'VI`/I2#J1 MSJ0+21VYW5WO2'446MR1N4[+7)ENW\,JDHO@3G6O_QL[.5/A1]//#EP5O>DQOX5E7\-6*\?7?]1-OY$[*T; M3ZZI*PH?54C17NLDE^WUV:GT>+LU:5O?N%:O1B6/RL\>Q+?^Q+6ZYG_21U53 M\*@BBK=KSL:98V7'GJ7#8V5-WWE4=L7D43WQ'K)CCN'!K?OWLD]^+%^NDCS= MU9E`0?JG^]J_J[,'\6I%E>P.XJ0!:4@:D<:D@C0A34DSTIRT("U)*]*:M"%M M23O2GG0@'4DGTIET(>EGH=WNKG?DW7UD<>!/7`QT>#%04?S9^[5_\UQU5)U# MPHY``[^M^DX.22/2F%20)J0I:4::DQ:D)6E%6I,VI"UI1]J3#J0CZ40ZDRXD M=82]IHY"BSMZXF*@PXN!BI*.TLD2/ZHNI$\:D(:D$6E,*D@3TI0T(\U)"]*2 MM"*M21O2EK0C[4D'TI%T(IU)%Y(ZL@4$)Q9U%%K<47+QYRXC>,G7L91TE$Z6 M^%&^([=B30..&I)&I#&I($U(4]*,-"TT=A19W],3%>X<7[Q7%'773R1(_JHZF3QJ0AJ01:4PJ2!/2E#0CS4D+ MTI*T(JU)&]*6M"/M20?2D70BG4D7DCJR!<3'H]#BCIYXL];AF[6*DH[2R1(_ MRG=DMQ7FTR.*.GI@PN^:$645)1WXBKNK(KABU\]#=OW49]6175&CZFCZ?L6:!J0A:40:DPK2A#0E MS4ASTH*T)*U(:]*&M"7M2'O2@70DG4AGTH6DCK`CU5%H<4?)5'=]?71M9S/# MB?:*DN-1.I_M1]71]$D#TI`T(HU)!6E"FI)FI#EI05J25J0U:4/:DG:D/>E` M.I).I#/I0E)'F?GLR.*.S`QEYCK[VLY<1AU5%'P05(\J*=YN,K^9^:ZT:TYU M5F1^*LX?\O#Y73TJ/C#ZB?7XCI@IC]P#M%,AT0.L*'R`(<7;329,R@<8_T:D M:\Z=5/2]!VA7C#_TZOH9W_B.F/=0N0=HWUM%#["B\`&&%&_77%,'VRT?H/TA M5W>PL9?=T4U8^MX#K$;%>]!/149WI&LNU/)WY,53OP2[7">^O*\H/@SVTFDK M/\H=!DD#TI`T(HU)!6E"FI)FI#EI05J25J0U:4/:DG:D/>E`.I).I#/I0M(O M(S75))?WD<6-/7%YW^7E?45)1^FTE1_E.\*%XH"CAJ01:4PJ2!/2E#0CS4D+ MTI*T(JU)&]*6M"/M20?2D70BG4D7DCK"7KN[CRSNR%RP!<>J^DC9M1=RX9&R MHJ2C=-K*C_(=V6UIQ9H&'#4DC4AC4D&:D*:D&6E.6I"6I!5I3=J0MJ0=:4\Z MD(ZD$^E,NI#4$?::.@HM[BBYO'_&=[)T>>5?49)8.J/E1]4]]4D#TI`T(HU) M!6E"FI)FI#EI05J25J0U:4/:DG:D/>E`.I).I#/I0E)BF2O_R.+$DBO_YR3& M-P5=2TEBZ627'^43PW?Y'KZBY'B43G;Y4?7-]TD#TI`T(HU)!6E"FI)FI#EI05J25J0U M:4/:DG:D/>E`.I).I#/I0E)'MH#@6E@=A19WE,S9N.,1)VJZEI*._!R3G7SW MHWQ';L6:!APU)(U(8U)!FI"FI!EI3EJ0EJ05:4W:D+:D'6E/.I".I!/I3+J0 MU!'VFCH*+>[HB2FW+J?<*HI_(JCGI_*JCNR*&E5'T_?. M_2B?F%NQI@%'#4DCTIA4D":D*6E&FI,6I"5I15J3-J0M:4?:DPZD(^E$.I,N M)"6&O:;$0HL32^;.W=F0$^2]:L94[QC]]QO,SA4 MN8[L?&=T/*JF0...TEGPGAM5WWR?-"`-22/2F%20)J0I:4::DQ:D)6E%6I,V MI"UI1]J3#J0CZ40ZDRXD=80=J8Y"BSLR\YI!1\\YY=FIT"@Q-SL:'JK2"?*> M&^43`PTX:D@:D<:D@C0A34DSTIRT("U)*]*:M"%M23O2GG0@'4DGTIET(2DQ M[#4E%EJ MSJU&';GIUK"C=,:]YT;YCD`#CAJ21J0QJ2!-2%/2C#0G+4A+THJT)FU(6]*. MM"<=2$?2B70F74CJ"'M-'846=73SQ(Q[Z?&,>T71)S?M1CKC[D>YCD@#TI`T M(HU)!6E"FI)FI#EI05J25J0U:4/:DG:D/>E`.I).I#/I0M)?L*]FW/U'N7?W MD<4=_?B,^PUGW"M*$DMGW/THGU@U=^OO[("CAJ01:4PJ2!/2E#0CS4D+TI*T M(JU)&]*6M"/M20?2D70BG4D7DA+#7E-BH<6)F8G2S"GOQDZ@AJ>\BI*.TFEU M/\IW5$W&AAV!AEQQ1!J3"M*$-"7-2'/2@K0DK4AKTH:T)>U(>]*!="2=2&?2 MA:2.L(O446AQ1V:B-.CH&=-8-W9N-4JLFF[5FP`WX]YNI#/NU8J:B?")N15K M&G#4D#0BC4D%:4*:DF:D.6E!6I)6I#5I0]J2=J0]Z4`ZDDZD,^E"4F+8:THL MM#@Q,X<:)%9?G=_8N=6HHVJZ->XHG7&O5HPZHHM+@C,U&:Z\A.H$8=N3G5 M\'B43JO?N%%U-'W2@#0DC4AC4D&:D*:D&6E.6I"6I!5I3=J0MJ0=:4\ZD(ZD M$^E,NI#4$7:D.@HM[LC,AN8ZLK.D44=NXC3L*)T[OW&C?$>@`4<-22/2F%20 M)J0I:4::DQ:D)6E%6I,VI"UI1]J3#J0CZ40ZDRXD=82]IHY"BSLR4YZYCNQ4 M:-21I>@SF'8CG2"_<:-\1Z`!1PU)(]*85)`FI"EI1IJ3%J0E:45:DS:D+6E' MVI,.I"/I1#J3+B1UA+VFCD*+.S+SFKF.['QGU%$U!:IM!=?9Z2SXC1OE.P(- M.&I(&I'&I((T(4U),]*,73)V=Y?#^QB3`,VT9W`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`5!5-1,!4%4U$P%05343`5!5-1,!4%4U$P%05343`5!5-1,!4%4U$P M%05343`5!3-%$554B$E19MHV6Y2=SXV+JBSXC<[-!DQ%P5043$7!5!1,1<%4 M%$Q%P5043$7!5!1,1<%4%$Q%P5043$7!5!1,1<%4%$Q%P5043$7!5!1,1<%, M4405%6)2E)G`#8HJ+^V;G5?F%ZY]_>/]NW_?/^HSHN9+?\EE9WSCTJRU]0[" M?:#4:O"2RPVK3YJ*#Z;XJIOPLV:*SXW[Y:>_?VDUFLF[!J7H1M1;5XHPI8BM M*T4WKMIZM&U%M7M#!%BZTK6C>NVGKR,:$2=B/JK2MAF!+&UI6P&^?#:3>3I\=4 M[<;5MW&GJD.,JVXFGSVX>LL%R><+E;5-\3^__*+4__ZEW4R>Q3?->EBW'-"] M?I6,Z+L1-^X4/G#F#\)#9]^\P9$;9F^P>?4J>>K';H2_P<*9O\&)LV_>X-0- MJVZP]2J9&9JY$?X&Y\[\#2ZN5&^!M<._,WN''VS1O< MNF'5/GR5E+9S`_SM[9WYVSLX^^;M'=TP>WO7KY+YW),;X&_O[,S?WL79-V]/ M+Y0XTM95^HSJ95,/*6\R>=F8R>S@9.!?-G:6.SKH-ZVUKUSM>HU4YK_76Z^* MROS#T:L"IE>%M2O_QXKT$JC,O\U2])7Y"V5%C^TI>FQ/A6-[:AK;4]/8GIK& M]A0PMJ=DL;UU;6W_'"A9;$]]8GM*$MM3DM:"[2E);$_]87M*#MM3DL/V M3%_8H"DJW&)2E)FY#HIZSLQAT\YVQ[%5,^!ZLQ4R1K\??`M/`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`_=R9MV7GD.#(WMQQ.O.&#AVI5G7"#@YQ;M39%!E-D,$4&4V0P M10939#!%!E-D,$4&4V0P10939#!%!E-D,$4&4V0P10939#!%!E-D,$4&4V0P M$QE1D8681&;FA+.1VY[OT>@96>+XP#=#'(8(#Y>J%;5VXH@0+=J;0H0I@!A"A"F`&$* M$*8`80H0I@!A"A"F`&$*$*8`80H0I@!A"A"F`&$*$*8`80H0I@!A"A"F`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`0O+GRJ4J_JW_[HKME5S><[P:I^KCR^ MM_KM`[RWG:;Y=3ANQY1CDLFJRJYT,@MN!9.EU3#-GM7[K]^L3;LQ6-7/A4^'_9M2GS+ MULQW@08/"I,G5]6J_@[JSE06[S#_ECBY?^8:-;A__OFP%Z_QO:K,WYR>#YCN M0FC)[9G+E>#VRN>CVWVE#[#]3=M+FOBFJ\N<.!"\T3(!Z?(D#J2R*)".OWQ. M[J`YU05WT-\K>PZ,[Y4[+P:[J8.+IBLW+,@6-FARW#!CHXR-,U9D;)*Q:<9F M&9MG;)&Q9<96&5MG;).Q;<9V&=MG[)"Q8\9.&3MG[)(QG;2XXS3'&F$2F3F? M92.S)[HX,FOQ'%<'5T;FAU72*W.:(L,X10939#!%!E-D,$4&4V0P10939#!% M!E-D,$4&4V0P10939#!%!E-D,$4&4V0P10939#!%!C.1$159B#:RUU_^>'CX MVG_[]>TO/WU\^/S[PYN'#Q^^O'CW^-VRX7ES^AQX56YL/P=1US8*1=VS,F<"\L[I`N_W,*K6:^JGV;,+R[VBGT+.+BSWBGYZ-+NPW"OZT;[LPG*OZ$>R M<@L;Y9.@7\R>75@^%/W6[.S"\J'HMQUG%Y8/1;^X-K>P6>X5_4J=[,+R#MFC M>UK"C7D.]/?),NO=F&=`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`OA:DH-9])<39G?;!A7NZEF`.Z^/^5ML['==DK+ MMD&8H^/Q_-ZGRY9*OJ9:UL\^O/),E!P,X%[7LAR9)AO1\VFX2VORMN22TR-7 MK&PO=V]R:W-H965TNC5#U%D=!B!&OF`UO.QN6)*-B!Q$)6P M+ZTH1I*M[XM::7JH8-W/T8RRLW8[N)"7@FEE5&X#D",^Z.6:5V1%0&FWR02L MP)4=:9YO\3Y:WT0A)KM-6Z`_@I_,X#\RI3I]U2+[+FH.U89]\S M!\%DH8#``U(9@)]V29ILR!-4@W6D MFXXTX,0]@X!\[P&!)SPCG7FPX9"+Y:C@2324&'0F6'T]-9G\A;>,YL MP%GTC)$%4"8R.Q0RCSU>0WH/3_J`!^S:A(=#6X^^+ATR5!SNQBCW?*2)W)&< MA:M@WF^M(XSE.V0Q*$J2IM-E`=(@N@;S%9^N][XJD?P/-JJ$%?Z"Z M$+5!%<]!,PQ<<]*^K_F!50UDAXZE+'2I]F\)WQ\.MS<,@)PK9<\#<";]%VWW M#P``__\#`%!+`P04``8`"````"$`WV`HE)$1``"650``&0```'AL+W=OGP8_]J?S MX?CR\68\'-T,]B\/QR^'EV\?;_[W/]D?JYO!^;)[^;)[.K[L/][\O3_?_.O^ MG__X\/-X^O/\N-]?!K#P'K>7?#/ MT[?;\^MIO_O2%7I^NIV,1HO;Y]WAY49;6)]^Q<;QZ]?#PSXY/GQ_WK];3^-UNYC?W-Y_Z!ST?X?]S[/S]^#\>/R9GPY?FL/+'M[&.*D1^'P\ M_JE4RR\*H?`MEGR/\>?Q?[P[?&"X>[J>S@^H2;\?_!\ M4',`7=_]]?%FBAH.7RZ/^&LQG"]'T_%D?C/XO#]?LH,J>S-X^'Z^')__7RN- M5>V]D9DQ@D]C9#P?3E;S\7RAK+Q1$M*N>GR:DO/A:CZ?+5;+MPLN3$%\2KM_ ML?7G=IDQFMEULQ=4WL_F[&H'I3Z)Z4/77Q@HIZ!?]S/9A]N?V!Y/!B=341G MXJML>Q4ULY7AA$A*)".2$RF(E$0J(C61ADCKDENXK_7(.J\[:]CI1*B*1$,B(YD8)(2:0B4A-IB+0N\3R#R.YZI@L# MD_D0^CH,<2!0)7RG:3)#J.^=-EV,@S79*_5>(Y(2R8CD1`HB)9&*2$VD(=*Z MQ/,:NNIZ3>:3PKYK-`E<$\;$7JEW#9&42$8D)U(0*8E41&HB#9'6)9YKU-G& MR2O$-0K[KM$D<$T8_'JEWC5$4B(9D9Q(0:0D4A&IB31$6I=XKD%NY[JF6VO3 MU=`F[[S85!'?;9H$;@L2L6VOU+N-2$HD(Y(3*8B41"HB-9&&2.L2SVTJ*R>_ MS9&47=NAN@*^UPP*W#8/]BBKU?N-4LAWX,J@XTL M2I7-!]/+H!DFL;.9+T)'Z8+0LHXBE%I;HI4QRAD5C$I&%:.:4<.H]9#O*)6X MQAQE$MIIW]^-2D#A.\<%6T8)HY11QBAG5#`J&56,:D8-H]9#OE=4;AKSBLE9 M7:\89"?&5F6B:I)UR+>K\C7'KCZ#SD9J1Y2X,38YG5N'0=@P^BDZF=Z%4U1K M3;!Y]%K3A3TI^"U1^9'3DKYVG3>A"S*#-RKU#L>=4,):*:.,4/8->F?,M58P MYJM^9OBM4''::45?NX[?7NT&3?IIL,5T[F:U10FCE%'&*&=4,"H958QJ1@VC MUD.^5U08CGE%AV?/*QH%H8+68:\E2R@9$TH998QR1@6CDE'%J&;4,&H]Y#E* M3;*8HSKN)Q\&N:&"4<(H990QRAD5C$I&%:.:4<.H]9#OE2N9QH0S#4'.EN$A MWVX0F'6HF$_[/6/"$5H09EL?`3A.&"W5I5YKNK0/G?QF7(F$$XZ$!GF#KK4< ME+!6RBACE#,J&)6,*D8UHX91ZR'?*T$;#43,!^9\RU5C#F]HF%W[LK47#"4=`@?T=/N(=]N+!(Z MR?.4`Z&@M\?<:`5C;I\L^:VX$@BG'`@-"C;%\-&+U>HW148IHXQ1SJA@5#*J M&-6,&D:MAWQ'78F-4XZ-!JWLD6++*&&4,LH8Y8P*1B6CBE'-J&'4>LCW2A#9 M^RW#A&_GO#W5"+-3)L:64<(H990QRAD5C$I&%:.:4<.H]9#OE2N9QI0S#4'N MEF&T+$I8*V64, MF9B"T)))EC+*V'QNM5SSP1FXL%IBOF14L?G::EGSDU&P=S962\RW'O+=>24? MF7(^8I#G3JT5N-,^5=-7.DQ!SYU]06ECQN9S6]#V=[JT#W`Z\X75$ELEHXK- MUZS5,&H]Y/M.I45.SM5O6SI=[S0*?!=T+C$%/=_U!:6_&9O/;4'' M=RM[D#6^(UNE+2CF*S9?LU;#J/60Y[O9E2RQXWZ6:)#K.]&R42!AE#+*V%9N MD#\.*WOZTXZR6N*5DE'%YFO6:ABU'O(=%22.YE''4%W5NSP>'O[<'+&3V:>E M,TXH#?(NE5MMTY4]YW1386NT,+>E)PFCE%%F$,Y<4C!GK8)1 MR:AB6S5K-8Q:#_F.NI+$SSB)-VB!K-5QE#T<&$?I@OY;UG$8'<26>LGSXWXU M#*)E:N3.[,T8Y8(0WVV+PKH*OZ[1,`B=I5BQ25/%J!;T9EV-7]?=,/!.*U:Z MNOR!N')(F/$AP2`,A$RIK4'PNJ!$M/1=9'7-,A4MV].,42[(VBK85BE:UE;% MJ!9D;35LJQ6MB%=4YA^)MNIV5O#6VJ`%4F`[&5;!8&^-%E)--?'&RW`V)%9! M/)D*LEW-&.6"M.79<'[G_1>DFX55EWI*0;:>BE$M2-%)0P2@79?F6,EK&BKU+:@)3Y.3<&Y M7S#((C.C-;8%\WB-P>9;6"VIL?RE&BNNL;:VG%5Y%V2DC=62&MOW:O0WSRL' M&L0/VB;,(<3;)NZ"-;0U!=4YW6XF861)1&MIHMATY/T7C&0JZC85R`39Z9P+ M>K/J0K1TU9,AOO7C_ABI:L>4T!M1:&KS!\G=?(( MUQ6^P7(UK]4G%6]IF<.+7=K;F4&V)XD@V]_4H&7W=9XN5\D,PF%/IETN!2TJ M!%E;)=NJV%8M!:VM1I"UU7JV/&_-KQR7.NX?EPSR<[.[8!9LC=92'1Q^W"-T M!#,TL0KBD%20S=$;+/6I96VZ-05)86"VIL?RE&BNNL;:VW!J# MT-]8+:FQ?:]&?\BN'-MP&X(FLD;!UA"L_*TIV&W$_2F8`IYHZ=5(BS$5N5W3 MF4'>W-KNN0FR9E3^<>.GT73#XI:C;JBNNNA:MMR.<:.FJQ^-P.VM%(;+# M!,>X]Y[76&&2>C=62&MOW M:O2'[,H!;\X'/(.\C6(V"E;^UFB]<\`3+;T:\2UK?YFG(K=K.A-DUW0N"'N& M'MZ[_E1*>JVZDJ0K;H6]&;5C6B936=$CRU%(;+#J+-7N);>.-&I M%"[!&([_9 MR)YM_!9<2=\7G+X+,<0'T_D//]6_8;*;3 MM;I?!ALDF4'2/1X()8L1?OBFVQI),I>?Q`DEX[NU^KI#I)X)K&$&Q"1H&^Z% MQR0+2+HD+:QGLH2D2UM"R13UX$)EQ!J:%FW9&"7PM<=(B3%^^@??\XM))I!T M2698_QB^P;>A8F56D'1++BB#7QCZ%+>%`C%+J#RJKP8YHO]IMOZ$>11I$L8^ M.O3H0U0?XQ$=#HQ&=##0XUB'D:JL50SE%B$K6:M0RA(D)VL545F"'&6M`BM+ MD)>L57QE20N)"K,LV4"RB4J0\JVW44D"BB4ER2-3)CSV*`S+F3DR"1T$H$YOI>.J#,C$)'O[`US$) MG@%AOL4D#23J^06W#0]\,`HQR0:2352"1VJ8;[$R"23J^0W7@P=H\&A,@N=H M\&A,DD.21R5XG@X?Q+8@/%9'3V,2/#Q'3V.2[7R"5LD:H)]8"O(N`=V(2O)*`=V(2O)E`VV(2O(#`W(E)\')MK=[Z<'_P M'FVM7OZP!*_3UNH=$$OP5FVM7@6Q!&_2UNJ-$$OP"@U;>TRR@603E>"=Y5J] M"F-K>$^Y5F_$6()7DFOU8HPE>#.Y5N_'6((7E&OUFHPEN*T`'\16,"XMH*-Z.>F&2#>C97ZL'^%I7@X@>\$VL;[G_` M.S$)KH&@;3$)KG=@[L0DN*&$,K&UC;M)*!.3X(H2?!V3X*82YEM,@MM)\$Y, M@GM)&(689`/))BK90J+N'?$\2"!1UX]8@GM=\&A,@NM=\&A,@EM>F&]1R?1N MK6ZN[/!BW8Q%L`B;JGSF6V4ZQM_2`D2%BW\%L:]=L6?E,W:"/6 MX#=U-90EN!*/D8M)<#,>XQ-K&RYY0Z+/KWWC\&.9K[MO^W9W^G9X.0^>]E]Q M'AIU=P-.^G)%_H+FW M_2^JWO]7`````/__`P!02P,$%``&``@````A`-0*\;CL10``?H\!`!D```!X M;"]W;W)K&ULE-U9D]O(L;#A^R_B^P\*W5MJ]BZ' M9TZP28($"(+[>B=K9(_"H]&$)"_GWY\LHA*UO-E4^\8C/\I:4)G$4F"W_O(_ M__G\VZM_??SZ[=.7WW]ZW7MS]?K5Q]\_?/GET^]__^GU=E/\Z?'UJV_?W__^ MR_O?OOS^\:?7__OQV^O_^?G__[^__/O+UW]\^_7CQ^^OI(??O_WT^M?OW__X M\]NWWS[\^O'S^V]OOOSQ\7?YF[]]^?KY_7?YOU___O;;'U\_OO_EW.CS;V^O MKZ[NWWY^_^GWUVT/?_[ZDCZ^_.UOGSY\''[Y\,_/'W__WG;R]>-O[[_+_+_] M^NF/;]K;YP\OZ>[S^Z__^.KSAS^7?__] MR]?W?_U-COL_O=OW'[3O\_]!]Y\_??CZY=N7OWU_(]V];2?*8W[W]MU;Z>GG MO_SR28[`+?NKKQ__]M/K?N_/_6'O_O[UVY__/__X6_?G5MU^__'O\ M]=,O]:??/\IZ2Z9<#O[ZY[BZZ5W?O7[UUX_?OA>?7-O7KS[\\]OW+Y_W;5#/=]5V(I'G3N2_OI/[B_'R MM^=X^:^/?_?F\>[N]O[Q0;JX,-"#;RC_?=%`4M#G@>2_/K[W+AS=A8'>^8;R M7]_P^O[-[?7=P^-Y72ZT[$FNSF.Z/_QW1]?39+@_^*:/+QSU6D>5/_BF<2(O M3?A&F\H??-/;%RU23XJF/=10/2]>)JT9J4H=]>;JA0>K]=,+!71S^^:A=_7N MY@<%U-,*]B&YUC)R?]!:>.'27FL=N3]HV^B$<&G*6D?7H8X>7SAC+:3K4$@O7%J7 MM',-NC_X"?]@:;5ZKD,)O'AIM0:N0PWO7_[]2BZV4@G?_GCO+MV]/[ON_/7`EV!WA9!+U0<7 MWG?Q$BO_D9/_-^%__7QW?_^7M_^2:\X''_1D!%VG(8,NQ%UY7,]#R`A20,:0 M":2$5)`II(;,(`UD#EE`EI`59`W90+:0'60/.4".D!.D'Q*O">N'-'?$M,KM MC%:,1+V5JNM*3TXD_U7IN?ASZ>EP3YV$8KS)ZJP+T49#R`A20,:0":2$5)`I MI(;,(`UD#EE`EI`59`W90+:0'60/.4".D!.DWR>%-&L.^P-&)7E-ZDRN.J@S M.=7I&TA[2*GMJ8GHS:G?6RD$$7HI,<0D:0`C*&3"`EI(),(35D M!FD@<\@"LH2L(&O(!K*%["![R`%RA)P@_3XII%ESV&=:^TE>DT*3>Q04FKN+ M;>^->"UU\7)"DXET5<5KJ0^Z5'I=B$Y["!E!"L@8,H&4D`HRA=20&:2!S"$+ MR!*R@JPA&\@6LH/L(0?($7*"]/ND)]*`E.0U*3VILKCT]-SF^%QA6AE/K=S* M?YZON4$7I,V&D!&D@(PA$T@)J2!32`V901K('+*`+"$KR!JR@6PA.\@>FD==$$ZSR%D!"D@8\@$4D(JR!120V:0!C*'+"!+R`JRAFP@6\@.LH<<($?( M"=+ODYY(3&L_R6M2:_*X'=>:GKPO**FJJ-C*L,&QLV,2PTK#*L*EAM6$SPQK# MYH8M#%L:MC)L;=C&L*UA.\/VAAT,.QIV,DPV8)E@V8(U<&#A,,6T&-T6;?X2 MX/+-OGL!D)WZ/&7GOGP_-D1I10Y)(U)!&I,FI))4D::DFC0C-:0Y:4%:DE:D M-6E#VI)VI#WI0#J23B0IQ[8")-V:2*E&VL"P-.-I*;J-W:@4]5G`;;WF]>8I M.R_>9A=;;9F<%T-3G?S(B"L,&QLV,:PTK#)L:EAMV,RPQK"Y80O#EH:M#%L; MMC%L:]C.L+UA!\..AIT,DT)D,J42#1Q8.$PQ+4:W11P5XPLV0=QF;EZG+67G MQ;N\3+LHKUIO;78[J[257X79#.BG%;H\Z?HC.7T:X[PVV!:M'(-_&S6E$*DACTH14 MDBK2E%239J2&-"EV)WZVIWHI-ZZS>FXWO)W%>[+IGF]@4:,*DACTH14DBK2E%239J2&-"\,.AAT-.QDFAW`\X6/5V]O05B=)U]^@Q(`U)(U)!&I,FI))4D::D MFC0C-:0Y:4%:DE:D-6E#VI)VI#WI0#J23B3Y/K!_PQ%RVW\RS$AX/\UX6ES6 M*X^;QS?NAT6>^X+3-=]Y>+J5*WUX-?>8OYH+4=U3!6E$*DACTH14DBK2E%23 M9J2&-":OWT)4*,6VKWB;F5$%:4R:D$I219J2:M*, MU)#FI`5I25J1UJ0-:4O:D?:D`^E(.I&D%)$U*47:P+!A8FDINHWJJ!3U`?>Z MWBVH*-B?,EYL=VU M3NJTV\B.+]'YZS?W\Z79LPAI1"I(8]*$5)(JTI14DV:DAC0G+4A+THJT)FU( M6]*.M"<=2$?2B23EB$1*-=(&A@T32TO1[6)'I=B=%]O=[:3>N@WON-[R=VSN M/C.O-]"(405I3)J02E)%FI)JTHS4D.:D!6E)6I'6I`UI2]J1]J0#Z4@ZD:3> MD#6I-]K`L&%B:;VYK6JKWMHM[*3>NEWMN-[R=VS7792>I(>D$:D@C4D34DFJ M2%-239J1&M*K'==;_B+-_0J%_/P&&C&J((U)$U))JDA34DV:D1K2G+0@+4DK MTIJT(6U).]*>="`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`#>]K&6A`[CWYMT\Y'8O_7'2,0>8 MD$KM++LL9&-6;#GM6EZ<;:UAEV<[XP`-::Z=9;/-[G,7;+GL6EZ<[4K#+L]V MS0$VI*UV=GFV.[;<=RTOSO:@89=G>TP&2*O?;:M&U?_#BW"[#9M\*CPE%V&U MN$+OWF5OB(8W;5CR$?`MY?M)>BXM?%A/WLVKC;T]A+OM"7LKM666@&P>%5M. MM64TC[JS,(^9MV@>#7N;:\MD'O=7V4/]@BV7VC*:QZJS,(^UMV@>&_:VU9:7 MY[%CR[VVC.9QZ"S,X^BMG4=::E+*<:EU)UKGV1:I)_=RO#O!W5]EFP$#N9*Z MEC*DEL60-/(DSZ%19\9)5:<1/[@8)U4_9KB(3SAF2:I(TY?-K-8PMP?9K09F M-M,!PLP:I;!`<]*"M/3T@S5;:=CEF:UU@#"SC5*8V9:T(^T]_6!F!PV[/+.C M#G">65*MM]F&_H].C.?XM(J5I(JU/@?>XI(EC;J687D*-=F/U-[&WA[._]S+ M^3?H3]A;2:I(4T\]>8&F_==JT9@S;]&8#7N;DQ:DI:=XS)5:-.;:6S3FAKUM M23O2WE,\YD$M&O/HK1TS+8ULQ_]<&LF3Q"WW_I7<#YMV'^+[JVS78J!AX;(V M)(T\1<_H!6E,FK"ODE21INRK)LU(#?N:DQ:D)?M:D=:D#?O:DG:D/?LZD(X) MI761O0_0"]PM]_T[DK^*JB';I!AHF/OIT"@LVTP;^K#HI#+2ENXK0%U+7O2Z ML'?GS5KY=V"R9PAV/2&5VLWE>59L.=66E^=9=V%R]>T.AY=`#M"0YMI9-MOL MH7[!EDMM>7FVJR[LF55=L^L-::O=7)[GCBWWVO+R/`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`[8:5ASZW66KL.<]HHA3EM23O2WM,/YG30L.?F=-2NC]:%)V%Y]ZQM\=XXPL::.@;1E$C4D$: MDR:DDE21IJ2:-",UI#EI05J25J0U:4/:DG:D/>E`.I).)/E7JY#(_I-A`\/2 MC*=%YS;5HZ+KKI6Z)]]]@IYN6W+7W>Z6[OXJ>Z$S"%'ZT1N21J2"-"9-2"6I M(DU)-6E&:DASTH*T)*U(:]*&M"7M2'O2@70DG4A2;UVZ-9%2;S0CX?TTXTF] MW66;^UIO9T^OD_&68D7/[1M+AM6ES9ZX&NN/A2X*XE^::P M5O>`-"2-2`5I3)J02E)%FI)JTHS4D.:D!6E)6I'6I`UI2]J1]J0#Z4@ZD:2X MD%LI+IJ1<"FN."XMKF?>,=SQ'8-2>/X8D(:D$:D@C4D34DFJ2%-239J1&M*< MM"`M22O2FK0A;4D[TIYT(!U))Y(4ET]WR*T4%\U(N!17')<6E]M#-V[#[OS> M>KBA?^I([@>C^[#L>U@#'R9W@WJ"&VI+]VXAM.QE+T)'49@V+0P;&S8QK#2L M,FSJ+9IQK6'RC!G/.-N$G[%EHRTO'^L\"M-C71BV-&QEV-JPC6%;;]&Q[C3L M\K'NV?*@+=-CO<[NS(]1F![KR3`I<5]TTI\&2HT;J$76BR/C,I/F:9F[;6^K MS-OM\'AG[DXI37WVO:V!#XL6#>12FQ[HP;&G8RK"U81O#MMZB8]UI6'JLUUEV M]FQYT);IL5YGQWJ,PO183X9)F?L*BXOWR4(MLJS,D^9IF;LW!E:9MV\2DC)7 M2LL\_[[=71L6+>30DYM4?&[,OD8PBL)T.0K#QH9-#"L-JPR;>HMF7&M8FOI> M=IZ:L66C+=-COZT[#T6*^S[.S9\J`M MTV.]R8[U&(7IL9X,DS+W%9:6N8$#*S(N,QDG+?-GWK/<\3V+I_#Z9J`2WY_X M=NF1][)OAXRT^^B`"L/&ADT,*PVK#)MZB[)<:UB:Y7S&,[9LM&5ZK-?9YWX> MA6F6%X8M#5L9MC9L8]C66W2L.PU+C_4ZR\Z>+0_:,CW6F^Q8CU&8'NO),*GH M4"<:*/6PSIQZXN3[H;HZ:ZEN**]Q!7MVX4;J9%O%_WT M<$$:DR:DDE21IIZB7-9*W>',5,+D&^TJ3=MU]K@PC\(T&PO#EH:M#%L;MC%L MZRTZK)V&926:/2[LV?*@+=-CO#),2]8F7_C102M3`@87#%-,2 ME1N%N$1_]`+QSL5G&ZLMR1V]SFW@HZ(7^$-/]^$(1J2"-"9-2"6I(DT]14FN M/46SGWF*9M^PKSEI05J25J0U:4/:>HIFO_/4S),2M07AO2G@5*B!FIQ].)(+0^/:8FZMP316?2')=J^54ANBSW) M5\%U12F![8P;&G8RK"U81O#MFIAQCNEZ,#V:B'LH'3YP(Y1F![8R3"I M8BV4<"&6*C:P*Q\96;N4';DD,JGB^^Q-U8^J^!R?GFB5HC49J(4U&7IZ=W_^ M/M#U%;8J0H#.O""-V?,D1+EO&DG/V06M#`':0 M?33G(4`GL"`MV?,J1-F'M@X!VO.&M&7/.Z7HT/9JX=`.H3/[T(XA0"=P(O7[ M[+K_%.+L@^MK&4G-:.?]J([$TEIV;S6B,[*^&+MOWW;$9UZEY#7_W;OL'FK@ MP^1.2\QMRM[JKF5X MAI@QK-$P^=:D#C#O+!S"PEMT"$OVMNI:AD-8JT6'L&%O6_:VTY99*6>GPSU; M'KJ6X:B.G86C.GF+CDJ*%'F6(F6BI2(50X=2?BVV/:;EYU[B6.7G7^Z$1X$G M]TOPTF]H#$A#THA4D,:D":DD5:0IJ2;-2`UI3EJ0EJ05:4W:D+:D'6E/.I". MI!-)R@NYE?*B&0F7XHKCTN)R+T2LXO(O2N+B:BG^]LT]:$@:D0K2F#0AE:2* M-"75I!FI(_+O8?OPN[>9=L&(Q\6_:QB8;:\S_<"QU&8%M+$L-*PRK"I8;5A,V_1C)LH M+!SK_6WVIG?.E@NS)59IR98KLR56:1V%Z2IM#-L:MC-L;]@AM;32W#:T56E^ M>SJNM):22FLIJ[3L>R+#^S9*GM7T"$>>HOWZPE-/WHUKV-BPB6&E895A4\-J MPV;>HNDUGJ*#F#-JP:@EHU:>XD-=&[8Q;&O8SK"]88?4TCIPV[-1'?SP(N2W M<^/Z\!1?A%I*3C'WO>QU]-#]RXKR`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`)`=KS/*%T_=V^2G2Z MUW.\_*J__)G)DWO;'TXE5]E>[,!');_&]_XNV[X8:E2X[(Z4Y%:]ZQ[?RRXT M*KT09),8:U325[0!VO[S&QH5)E$J)0WS?].KTJB'\^:V_"/"Z2_BG^K?ATW? M6BF,-5.Z.%:C4?$!W^4_[S'7J*2OZ(#3G+MM%"OG[?9*?'OTV)+D7&MIX$D2 MK#14"@W-?N::508L5$*?&RCW"_YC*+P>?%1\0H;#8W/BY^$ M_*?K'C_&,-9)A.XGI%(IGBI&K'R4^YY8-^+]7;;S.37[B@KV_`FM-2K,:Z9T M<1*--8G;_$7)W.PKFD2:>?=(9WUJG&>9;TDRKQ^1P6-+T??KATKAX$9*X1)5 M>)+EU+[&&A4:3DBE4NBK8E]31M5*H?N94NBK85_S)"I=.\F6N7;.L[7SY%[H M1_63;P4_AC!=EZ%A(\,*P\:&30PK#:L,FQI6&S8SK#%L;MC"L*5A*\/6AFT, MVQJV,VQOV,&PHV$GP_I]"Y\L'%B8U4):C-GN0/N$>R?_N.RK#__\]OW+Y\G' M3W__56HO_.+D1VX<>$K?6-QE=P*#$!6JM.TK>8H"%6PX)DU():DB34DU:49J M2'/2@K0DK4AKTH:T)>U(>]*!="2=2%*.2%'_R3`CX?UA$I>6HML0L:XI?CLE M/%8_/;:4U1L>Y+NH4&^@4>A+HPK2F#0AE:2*-"75I!FI(UF&VQZ<[#.VZE>4KK[3[;GAR$J%!O;5_QM991!6E,FI!* M4D6:DFK2C-20YJ0%:4E:D=:D#6E+VI'VI`/I2#J1I-Z0M?Z384;"I=[BMFF] MN7T[XUK[SF\51M=:3UF]9?ML@Q`5ZJWM*ZDW4,&&8]*$5)(JTI14DV:DAC0G M+4A+THJT)FU(6]*.M"<=2$?2B23UAA1)O=&,A$N]Q7%IO3VSL_J..ZN>9)=6 M*VE`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`(X/SI(&KHPO0V0-,`D#1A"TM#%14,\9,^/DIDN3(>0 MS,`D,QA",M/%Q4-D=_R2K"Y,AY!DP219&$*2U<7%0V1O:"1_79@.(?F++\:6_'5A.H3D M#R;YPQ"2ORXN'B)[-I+\=6$ZA.0/)OG#$)(_Q$FR8)*LV+)D9<_FX M56O12LJ'K;4T60_96Q=)5A>FARG)@DFR,(0DJXN+5S+;"I!D=6$ZA"0+)LG" M$)*L+BX>(GMRD&1U83J$)`LFR<(0DBS$2;)@DJS8TF3ULLV*'^U\]\0U:6;&%8:5JE%_4W5LBEG)_DZ M"M-A9X8U:M$0<[7H&+5/+,N;V7JS[AY[?E(G>)_6\N7\N*5RW'K./TD## MY%]ZT$.2S+3=138R3#+3QEV'MI(9M)7,P"0S,,D,^I/,($[2`),TP"0-Z$_2 M@#A)`VR96I8&M^M@IJ'=CDAV$>0G!-RM7?J-W/Q;H9(&OY,A%\(N6_B>JV3& M]^8V.__U\[N[-]EU3/+D.PJWC9(GF.3I)0-*ZKH!P[SP75[))D:0;,(DFR\9 M51+\DE$EYQA!<@Z3G+]D5"F#;E1[<:4HXLZSHG"/^691M,__:5&T%G]9MR7&R9I M0)Q\SEI+SX>(DS3`)`TP20/ZDS0@3M(`DS3`)`WH3]*`.$D#3-(06Y8&]\1K MIJ%]%$[3X,W]XQ'=F>[^,;M9ECRT<8_SD^2+=];\J&!R8?F M):-*`KM1W9GBZDUV]RC91-^239AD\R7C28*[\<*:X2@EYQA!<@Z3G+]D5"F# M;E3S**4FXKZSFG!/Y&9-^$?UY*/I36I"/Z]2`"VFY\/6HO.7I-;'):F%26K1 MG^01_4GJT%92!Y/4H3_)$_J3I*"M)`4F24%_D@'T)XL>M\T6W3U&FXO>/E^G M'\36LOO#K)(E#6U8>CZ$21I@_0U MT]`^$Z=I\);N/!B7I38N^5%3Z[+DP^2SVEWD<,*6;/FPY-P%DVR]9%1)8#>J M><*6;*)OR29,LOF2\23!W7@7CE)RCA$DYS#)^4M&E3+H1C6/4FHB[CNM"?/;.D8WF3[R)70G[*M*1E0`^39H_O\ MWC^&[=;L`-TC2C2),'C[[)(.[BTYP-BROMU]=]1W^W4G]RM.]0#;&_-T#&]Z M@'C*N=8`&3@ZP+!%F4W"W>A%DPB#MW>`Z>#=76'<=;:7)FOF':VB8?)`0 M5Q@F'R3$R0<))A\DF'R08/)!@LD'"28?))A\D&#R08+)!PDF'R38RK"U81O# MMH;M#-L;=C#L:-C),'EWS0/I/UEHE8*\NTZ:9^7H;H'-3&H/)K4'D]J#2>W!I/9@4GLPJ3V8U!Y,:@\FM0>3VH-) M[<&D]F!2>S"I/9C4'DQJ#R:U!Y/:@[G:(TKM$:U2<+471V:UY^[[S=IK'PC2 MVO,/">$UA0P(D_%@4GLPJ3V8U!Y,:@\FM0>3VH-)[<&D]F!2>S"I/9C4'DQJ M#R:U%UNVYNXFWUSS]NX_77-OR?45)FL.DS6'R9K#9,UALN8P67.8K#E,UAPF M:PZ3-8?)FL-DS6&RYC!9\]BR-7G&'RQ/S^G,^)$`D\MZR-7_D\#V)S$3>BST)9$TL&JW;Q$UQ*WB9%6N: M>##:JM&R)M:-5C31GLA7)]&;K%C3Q-9HNT;+FM@W&DTTRQZ,=NQJA5GY%5*^ ML5V;*Z1:R_HPZ=5:L9I%AC`K59=U%;-$PZRD94U@UJ5<%M.;XGXA9EV*-:.! M6:)AEC2!69=R>1/M14ECUJ58TP1FB899T@1F23G,$@VS",7)^Y??OO][_\8?^*2JGV11X_ID#*[K]:R$<;$5*X[">%6M[A+L6;U,5$T M3$Q:U@0FUN7:$Q(<$PW'1,,QJ0_'ZG*=R\B;XEJ/S>M2K.DRCHF&8]($CDDY M'!,-QW*M<"PNK]VQC'=(JC-)*^Z+%YL29J5BV1P)-B_1<$8TG$D:>^]F.'!& MRN&,:#@C&LY(?3@CY;!!-&P0#1ND/FR07&R=R`QCKZN['/N%O M?_FCNL\D-X!Q4UK`3=%P\SVM8O![6L5S:0'/1 MA")N=]AM,]T'Z9QG7B>M,V^BUCK/"9MR[0O,,#@MVS58-`RNM?9I"6[6[;;U M89TLBW6B89W4AT]2'Z;(LI@B&J9(?3@@]3'F^;+%F,?EK1WS=-W;'?.D?6O> M!/=<8WOM/"=4#1ND'-M9TKK[0RF'#:)A@VC8(/5A@Y3#!M&P031LD/JP0 MTRH&OJ=5/)46\%0T/'U/J]C\GE9Q7EK`>=%P_CVM$H;WM$H^\A:*?,35NSZ%@PZM.93IS*&JQNV],!3MS*)IRK:78G,IE^TMLKK7.OE'JPT!9%@-% MPT"I#[>D/JR19;%&-*R1^O!!ZF/0\V6+08]+:COHZ5J[NU$FK3A7+*Z).%=, MQ6BU.=_C7%$T]HVB84/2NOM&*<>F)1HVB(8-4A\V2#EL$`T;1,,&J0\;I!PV MB(8-N=:U@9?X>ALJ4-R^J+5XO'HYV1KI'(JZ6);H:4^UF='FC<99:V/AHM&R M^I9&>S#:JM&R^M:-EM6W,=K6:+M&R^K;-UI6W\%HQZY6V!"7P6YK&*3KX\[6 MT&C=NQ`ZAZ(N%R>%%[OD%!IK4A-Q`+T4DU-HW*J+M1L7;HF&6[7VU58Q\-*J MG5V`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`TS5<3,)&;#C)EM MP;R58G(#9K;EFE8P4T7,E%8PLRV8MU*L"V:VY9I6,%-%S)16,+,MF+=2K`MF MMN6:5C"S(Q9F%I?MWS[$U9?I[68S[L7]Q>4[%XYGPQR]S2K8O%^Y[B2,/[Z8K= M"=[5-;4[;[RKM78GR-;YGA:Q,Q5K6QP.OB]2C[_2)OY*F_C[GC;QMVQS,/J^ MV)XQ7-K$<&D3P]_3)ADHVQS>?5^<#A**O,TB%''[(`O%M[?C=+^A>RJ4M/S+ MC=7GD]FV^?AS$W:VV7I9WB35B!B?1+Z/VV@8G[3LP1G&)RVK$)>U0ER5"G%5 M*L15J1`+M4(LDPJQ3"K$,JD0?[1"_,@K+/R(2^JO^7'Z]!\.B^TMS'CYN)P) M):WS[IF;*YG*UBS:VFF3-LH5DNC6-T4_&JCV-^42XWV!U??%Z?$I*$ITS9*'*11 MXM`4_&JC1*0I5S=Z?5-^Y)7$-&6J1HO(Q,7_UR)3SDL=IKL%W4TX:9T95G4Y MO@S0;)ELPJD;%RVD)NK(OV37ENL ML6)JM)G1YD9;&&UIM`>CK8RV-MK&:%NC[8RV-]K!:$>C/1KMR6@GHST;[<5H MKT8[&^W-:#\9C1NQ:C`/`8SHHL!#@$[)(J9Q;R3;95RNJ^,1?GDTJ34VY3R. MQ7Z1/J1%LRV>+HA&'$4CCJ(11]&(HVC$433B*!IQ%(TXBD8<12..HA%'T8BC M:,11-.(H&G$4C3B*1AQ%(XZB$4?1B*-HQ%$TXBA:Q%%%XJBBBT+$,2]9Q#'N M`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`E9![\=5Y0^A[%4WR[5CZ5XUYRIL`J+STH_HN*3TH^@\*8@5V&, M!B^T,:A7Q*,4SS#LKA[<<8\G,CTU8_0VQ&/`;>9 M[55;N1OO>.1R7]W&UU&-1R_WU>U\9?&XY;ZZK:\L'K/<5[?WE7W`*.\%?;?^ M5::[$0WSG'KBB+)V3WU4,69?%D[+YZV*(,HT;AEHL%1HW"+<5\][%(6CSKOJX=>RGAR?7O/']<> MUHW"/[<.6#<*_QS#NE'XYQC6C<(_Q[!N%/XYAG6C\,\QAG(4X^E83`*)\72, MH1S%>#K&4(YB/!UC*$O(IVL/-@CFVH,-@[DZ&>9^9,+MB>AG/Y9S#.NNP[\_J?,Z M?'#]I+U!,-=/V#"8JQ/KKL,_Q[#N.M;!M0<;!'/MP8;!7)W,GN_A`[^CT^V/ M6?0]]B^6,9N^Q_[%,F;5]QA/R_@]Q%TPMTTS+K$6\:N#'MN[9?SZH,?V;AF_0NB1:\OXI<45WO(C:5T'?C5Q%?UT MC&Y<19V.8<%5C)ECC&>/?/Y97WKL7RSCVJ''_L4RNM^+=7"9X-<@/?)I&>O7 M8_]B6;P8@IRE>4G%R6&\((*<619OA2!GEL6K(!@7R^(5`JP#OY=W/L"JW_HK MBY_VXX-=+GZF'^VY.N--'>33]B5>SQ'MN3.X>$T'^;0L7M=!/BV+=W203\OB MQ1RQ#JZ]<3#^.,:8W9`7RWC]P@UYL8QAOHFQ=G7&RT_(BV7Q$A3R8AE1&41> MW#X+'P:1%\>(RB#RXAC6Q;'#,E8[CJG\=%XS01?C?,(R[(ECOV5T,C+(/+B&%$91%X,<8EC'.\HL^,2QR/+ MZ$:<,UC&N,3QW3*B.8A\NG[2ET'DTS&B.8A\.D;WXUAL&=$<1#[='(L7HL9X.A:O@8WU M!XM_=AU8[3A6V76`Q?'6K@,LSK-L>_&^V,BNZTM\WX+ULW<(XCL7;.^6 MQ<SNL M0WJ_0'%\CV_GT$_+XCLXU&E9?-,&CRSCZW3AT9_UY8[]A&5\`^B._81E\749 MUL$RO@D4VY%E\;49]A.6D>LAN>835+J]LWY#E' M7EP_:2J.'981E7[DQ2U'7_J1%\>(2C_RXAC=C^.M942E'WEQRS%F_7'+X4,_\N)8?%@^\N+VR?&!^?#!,;H?QR.^XVM]C^.[ M90QSG+]8AN]Q_6X9W8_S"=L7/@D>UT"6\6GPV"_Q\R?M9WSC/9B[[HA/B@=S MUVJL0YR?V?;&O:O8MUZY^QW;3]A<6RT_8P/N`=S_<2C.)^P M[?&E]KBNLHPOML=^WO8%%L=BVY?XTGLPUY?U+;MD?J:G+FP@&TNVD*TE.\C. MDCUD;\GXCA/\].N)XOQB?!L/3FY=1,:WU:,3EY#Q;3P\N74K.[Z+IR=W;KO9 MWU[3/[>W'-/SL>WY!#*Q9`J96C*#S"R90^:6+"`+2Y:0I24/D`=+5I"5)0^, MP8,=@Q5D9($^6G"`G2YXASY:\0%XL>8`\6+*"K"Q90]:6;"`;2[:0K25[R-Z2,61L MR00RL60&F5DRA\PM64`6EBPA2TOV(Q(WI.MK9GR+,EKY!72\Z0 MLR5OD#=+?H+\9,D.LK-D#]E;8(\6;*$+"UY@#Q8LH*L M+%E#UI9L(!M+MI"M)1$MGZP(EL]5Q,JG:@:9V7;FD+DE"\C"DNF0&V1V;L$. M'@WI<6T)6ENP@!TL>(2=+SI"?+&$;CM-6RYYY>=@,`/S/]`.0V_O,P3N'MS(0SDT!` MKN\[>GBR'=S1P9/MWX[^G6SW=G3O9'NWHW+3E#SI:\0=XL&=.# ML>W!!#*Q9`J96C*#S"R90^:6+"`+2P[T^F![?80<+7F$/%KR!'FRY`0Y6?(, M>;9D!5E9LH:L+=E`-I9L(5M+=I"=)7O(WI+SH$\.W/[M#?)FR9C:QK:V"61B MR10RM60&F5DRA\PM64`6EBPA2TL>(`^6'%G3HUW31\BC)4^0)TM.D),E+Y`7 M2UXAKY:L("M+UI"U)1O(QI(M9&O)#K*SY``Y6#*&C"V90J:6S"`S2^:0N24+ MR,*2)61IR0L3@U[L_*Q7R*LE9\C9DC?(FR6SF&#%AP;T-&X-V5IRA#Q9\@IY ML^1`#PZV!T?(T9)'R*,E3Y`G2TZ0DR7/D&=+5I"5)6O(VI(-9&/)%K*U9`?9 M6;*'["TY,Z'I;.+!E3V]C6-H%,+)E"II;,(#-+YI"Y)0O(PI(E9&G) M`^3!DB-K>K1K^@AYM.0)\F3)"7*RY`7R8LDKY-62%61ER1JRMF0#V5BRA6PM MV4%VEAP@!TMF3!9;V+EBZYAB9LD1\F3)*^3-DC$]&-L>3"%32V:0F25SR-R2 M!61AR1*RM&3'A*N=G6]U@!PL.4*>+#E!3I:\0%XL>86\63*&C"V90J:6S"`+ M2Y:0I24KR,J2-61KR9B)1V]^WA%3B[9V9M$>\F;)A.EY"SL[[R$F]5FRASQ9 M\@QY2^2'RP.$/W[\ZW]^_O7C]N?/O_[^[S^^^^?'7_C5YE7U0>#/O_\:'QM) M__F2WMGWW7]]^O+ET[_B]7W?_?;QY__^^#D*\"/E7SY]^M+\AX/B#__[Z?,_ MJE^&_OA_`@```/__`P!02P,$%``&``@````A``P7B)I,#```OC@``!D```!X M;"]W;W)K&ULE)M;;QLY$H7?%]C_(.A]K+LL"8D' M4=^!76"QF-U]5F39%F))AJ0D,_]^#YMDD\53D9.7T>2K8C4/K]5L^L/O?QY> M>]]VY\O^=/S8']T-^[W=<7MZW!^?/_;_\T?YVZ+?NUPWQ\?-Z^FX^]C_:W?I M__[P][]]^'XZ?[F\[';7'B(<+Q_[+]?KVVHPN&Q?=H?-Y>[TMCO"\G0Z'S97 M_//\/+B\G7>;Q[;0X74P'@[G@\-F?^S;"*OSS\0X/3WMM[O\M/UZV!VO-LAY M][JYHOZ7E_W;Q4<[;'\FW&%S_O+U[;?MZ?"&$)_WK_OK7VW0?N^P737/Q]-Y M\_D5NO\<33=;'[O]!X4_[+?GT^7T=+U#N(&M*&M>#I8#1'KX\+B'`M/LO?/N MZ6/_TVC53._[@XX>]I\?;W^^_2]WNV?7Z[H[IDILCV]XDGX;^^P-V,` MTC=_MK_?]X_7EX_]R?#N?C1<3NYG_=[GW>5:[DW9?F_[]7(]'?YGG48NE`TR M=D'PZX/,[V;WP\EH_/-!)BX(?EV0Z=UB-IO.%Z8F-YX^=07QZPJ.T5XW"B!< MJWD>"HQ#=6\4O'<%\?MK5<2T:I^(WY^KXM(5P*\O<+.*`]NM[7#(-]?-PX?S MZ7L/N=;J1@0&Z-=Z?C#M<\8-.OP!_>YA-QQ\&WS#6 MMLYIK3@E+EGG8D::O=U7G/;.=W2WKETVHD41$HB%9&:2!,3 MH1WK6*3=3V%#6XF^:FM+IOCYL>BL<_+%],/G1]V6^_K$\8_J.P>1MW M*:R-`-2FFNU&G'DTC->WZ7(F9T\>N?GY4RBL5%BEL%IAC612NMG5P\A[5[I+ M`B9=#ZY-$F-:(Y;NT'#29C;CX2C9]G)?"!Y!=2CE6>G]0O#*H>7R#?C_SS(:<=K%#0U0S6@V3_LQ4U&2;Z2>R_;0<.[ M)$KA[6$5*!E5'MU\5NV]_+.2L=!X>_LLV39FNP]M\^[`=]E!W&86H_LX?&E>SRR#%^CRJ'; MSZJ]EW\6=7[\+-DV)H\(;?-NY]NT0[291?-I5^EL9-$R2,L]"EZ%1_:0P&0@ MI4.B`2A6[0N&6(U';2PIT&0:-P3^<7H3.YI-3(1`B\9AK&58XMM%<1BJD"NL M4%CI6!2N4MQJA36229DF(PDRNS%N$Q4AQZ%D]4[6KFQDW:*NR!D5C$J'4-